Greenbacker Renewable Energy Co LLC Sample Contracts

FORM OF DEALER MANAGER AGREEMENT Greenbacker Renewable Energy Company LLC Up to $1,500,000,000 in Shares of Limited Liability Company Interests
Dealer Manager Agreement • July 11th, 2013 • Greenbacker Renewable Energy Co LLC • Electric services • California
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GREENBACKER RENEWABLE ENERGY COMPANY LLC a Delaware Limited Liability Company FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT
Limited Liability Company Operating Agreement • May 23rd, 2022 • Greenbacker Renewable Energy Co LLC • Electric services • Delaware

THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of GREENBACKER RENEWABLE ENERGY COMPANY LLC (the “Company”) is made and entered into as of May 19, 2022 by GREENBACKER CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“GCM”), and any other Persons who are or hereafter become Members in the Company or parties hereto as provided herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 2.2 and, unless otherwise specified, article and section references used herein refer to Articles and Section of this Agreement.

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FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • July 11th, 2013 • Greenbacker Renewable Energy Co LLC • Electric services • Missouri

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2013 by and among Greenbacker Renewable Energy Company LLC, a Delaware limited liability company (the “Company”), SC Distributors, LLC, a Delaware limited liability company (the “Dealer Manager”) and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

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THIRD AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN GREENBACKER RENEWABLE ENERGY COMPANY LLC GREENBACKER RENEWABLE ENERGY CORPORATION AND GREENBACKER CAPITAL MANAGEMENT LLC
Advisory Agreement • September 1st, 2020 • Greenbacker Renewable Energy Co LLC • Electric services • New York

THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (the “Agreement”) is entered into as of the 1st day of September, 2020, by and between GREENBACKER RENEWABLE ENERGY COMPANY LLC, a Delaware limited liability company (the “Company”), GREENBACKER RENEWABLE ENERGY CORPORATION, a Maryland corporation (the “Operating Corp.”), and GREENBACKER CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Advisor”).

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ADDENDUM TO THE THIRD AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN GREENBACKER RENEWABLE ENERGY COMPANY LLC GREENBACKER RENEWABLE ENERGY CORPORATION AND GREENBACKER CAPITAL MANAGEMENT LLC
Advisory Agreement • November 17th, 2021 • Greenbacker Renewable Energy Co LLC • Electric services

THIS ADDENDUM TO THE THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (the “ADDENDUM”) is entered into as of the 9th day of May, 2021, with an effective date of July 1, 2021, by and between GREENBACKER RENEWABLE ENERGY COMPANY LLC, a Delaware limited liability company (the “Company”), GREENBACKER RENEWABLE ENERGY CORPORATION, a Maryland corporation (the “Operating Corp.”), and GREENBACKER CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Advisor”).

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CREDIT AGREEMENT among GREC ENTITY HOLDCO LLC, as Borrower, GREENBACKER RENEWABLE ENERGY CORPORATION, as Intermediate Holdco, GREENBACKER RENEWABLE ENERGY COMPANY LLC, as Parent, THE LENDERS NAMED HEREIN, and fifth third bank, as Administrative Agent...
Credit Agreement • July 14th, 2016 • Greenbacker Renewable Energy Co LLC • Electric services • New York

THIS CREDIT AGREEMENT, dated as of the 11th day of July, 2016, is made between GREC ENTITY HOLDCO LLC, a Delaware limited liability company (the “Borrower”), GREENBACKER RENEWABLE ENERGY CORPORATION, a Maryland corporation (“Intermediate Holdco”), GREENBACKER RENEWABLE ENERGY COMPANY LLC, a Delaware limited liability company (the “Parent”), the Lenders (as hereinafter defined), and FIFTH THIRD BANK, an Ohio banking corporation, as Administrative Agent for the Lenders.

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GREENBACKER GROUP LLC and GREENBACKER RENEWABLE ENERGY COMPANY LLC CONTRIBUTION AGREEMENT
Contribution Agreement • May 23rd, 2022 • Greenbacker Renewable Energy Co LLC • Electric services • New York

This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of May 19, 2022, by and between GREENBACKER GROUP LLC, a Delaware limited liability company (“Group LLC”), and GREENBACKER RENEWABLE ENERGY COMPANY LLC, a Delaware limited liability company ( “GREC LLC”). GREC LLC and Group LLC are collectively referred to herein as the “Parties,” and each, a “Party.” Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article VIII to this Agreement.

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Expense Assumption and Reimbursement Agreement between Greenbacker Renewable Energy Company LLC, Greenbacker Renewable Energy Corporation and Greenbacker Capital Management, LLC
Assumption and Reimbursement Agreement • August 11th, 2014 • Greenbacker Renewable Energy Co LLC • Electric services • New York

WHEREAS, the parties have entered into an Advisory Agreement with respect to the Investment Adviser furnishing advisory and management services to GREC LLC dated as of August 7, 2013 (“Advisory Agreement”);

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Registration Rights Agreement by and between
Registration Rights Agreement • May 23rd, 2022 • Greenbacker Renewable Energy Co LLC • Electric services • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of May 19, 2022, by and between Greenbacker Renewable Energy Corporation, a Maryland corporation (the “Company”), Greenbacker Renewable Energy Company LLC, a Delaware limited liability company (the “Parent”), and the initial holders listed on Schedule I hereto (each an “Initial Holder”, and collectively the “Initial Holders”).

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CONSULTING AGREEMENT
Consulting Agreement • July 1st, 2024 • Greenbacker Renewable Energy Co LLC • Electric services • New York

This CONSULTING AGREEMENT (“Agreement”) is made and entered into by and between Greenbacker Administration LLC (“Company”) on the one hand, and Michael Landenberger (“Consultant”) on the other hand, as of this June 26, 2024. For purposes of this Agreement, Company and Consultant are referred to collectively as the “Parties.”

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GREENBACKER RENEWABLE ENERGY COMPANY LLC 2023 EQUITY INCENTIVE PLAN RESTRICTED SHARE GRANT AND AGREEMENT
Grant and Agreement • May 30th, 2023 • Greenbacker Renewable Energy Co LLC • Electric services • New York

This Restricted Share Grant and Agreement (this "Agreement"), is made effective as of the date set forth on the Company signature page (the "Signature Page") attached hereto, by and between Greenbacker Renewable Energy Company LLC (together with its successors and assigns, the "Company") and the participant identified on the Signature Page ("Participant").

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • July 1st, 2024 • Greenbacker Renewable Energy Co LLC • Electric services • Maine

This Separation Agreement and General Release (the “Agreement”) by and between Michael Landenberger (“Employee”) Greenbacker Renewable Energy Company, LLC, Greenbacker Administration and Greenbacker Capital Management (collectively, “Employer”) (Employee and Employer shall be collectively referred to as the “Parties”) sets forth the Parties’ agreement governing the terms of Employee’s Termination from Employer and Employee’s general release of claims.

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CREDIT AND GUARANTY AGREEMENT DATED AS OF AUGUST 11, 2023 AMONG GREC WAREHOUSE HOLDINGS 1 LLC, as Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME THE LC ISSUERS PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO FROM TIME TO TIME, WELLS...
Credit and Guaranty Agreement • January 11th, 2024 • Greenbacker Renewable Energy Co LLC • Electric services • New York
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SECOND AMENDED AND RESTATED CREDIT AGREEMENTamongGREC ENTITY HOLDCO LLC,as Borrower,GREENBACKER RENEWABLE ENERGY CORPORATION,as Intermediate Holdco,GREENBACKER RENEWABLE ENERGY COMPANY LLC,as Parent,THE LENDERS NAMED HEREIN,andFIFTH THIRD BANK,...
Credit Agreement • March 28th, 2024 • Greenbacker Renewable Energy Co LLC • Electric services • New York
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GREENBACKER RENEWABLE ENERGY CORPORATION CONSULTING AGREEMENT
Consulting Agreement • September 1st, 2023 • Greenbacker Renewable Energy Co LLC • Electric services • New York

This CONSULTING AGREEMENT (this "Agreement"), dated as of September 1, 2023, is made by and between Greenbacker Renewable Energy Corporation (the "Company"), and Mehul Mehta, (the "Consultant"), a resident of New York.

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TRANSITION SERVICES AGREEMENT BY AND AMONG GREENBACKER GROUP LLC GB LIQUIDATION PERFORMANCE HOLDER LLC GB EO HOLDER LLC AND GREENBACKER ADMINISTRATION LLC
Transition Services Agreement • May 23rd, 2022 • Greenbacker Renewable Energy Co LLC • Electric services • New York

This Transition Services Agreement (together with the exhibits attached hereto, this “Agreement”), dated as of May 19, 2022 (the “Effective Date”), is by and among Greenbacker Group LLC, a Delaware limited liability company, GB Liquidation Performance Holder LLC, a Delaware limited liability company, and GB EO Holder LLC, a Delaware limited liability company (each a “Recipient” and together the “Recipients”), and Greenbacker Administration LLC, a Delaware limited liability company (“Service Provider”).

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FORM OF ADVISORY AGREEMENT BETWEEN GREENBACKER RENEWABLE ENERGY COMPANY LLC GREENBACKER RENEWABLE ENERGY CORPORATION AND GREENBACKER CAPITAL MANAGEMENT LLC
Agreement • July 11th, 2013 • Greenbacker Renewable Energy Co LLC • Electric services • New York

THIS AGREEMENT (the “Agreement”) made as of the [•] day of [•], 2013, by and between GREENBACKER RENEWABLE ENERGY COMPANY LLC, a Delaware limited liability company (the “Company”), GREENBACKER RENEWABLE ENERGY CORPORATION, a Maryland corporation (the “Operating Corp.”), and GREENBACKER CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Advisor”).

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CREDIT AGREEMENT DATED AS OF NOVEMBER 29, 2022 among GREC HOLDINGS 1 LLC, as Borrower, THE OTHER LOAN PARTIES SIGNATORY HERETO, as Loan Parties, FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Agent, an L/C Issuer and Swing Line Lender, and THE LENDERS
Credit Agreement • January 11th, 2024 • Greenbacker Renewable Energy Co LLC • Electric services • New York

CREDIT AGREEMENT dated as of November 29, 2022, among GREC HOLDINGS 1 LLC, a Delaware limited liability company (“Borrower”), the other Loan Parties signatory hereto, as Loan Parties, the financial institutions or other entities from time to time parties hereto, each as a Lender, and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Agent, an L/C Issuer and Swing Line Lender.

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FIRST AMENDMENT
First Amendment • January 11th, 2024 • Greenbacker Renewable Energy Co LLC • Electric services • New York

This First Amendment (this “Agreement”) is entered into as of March 21, 2023, by and among GREC Holdings 1 LLC, a Delaware limited liability company (the “Borrower”), the Guarantors identified on the signature pages hereto, each of the Lenders identified on the signature pages hereto (including the New Lender) and Fifth Third Bank, National Association, as Agent.

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FOURTH AMENDED AND RESTATED ADVISORY AGREEMENT BETWEEN GREENBACKER RENEWABLE ENERGY COMPANY LLC GREENBACKER RENEWABLE ENERGY CORPORATION AND GREENBACKER CAPITAL MANAGEMENT LLC
Advisory Agreement • July 1st, 2021 • Greenbacker Renewable Energy Co LLC • Electric services • New York

THIS FOURTH AMENDED AND RESTATED ADVISORY AGREEMENT (the “Agreement”) is entered into as of the 1st day of July, 2021, by and between GREENBACKER RENEWABLE ENERGY COMPANY LLC, a Delaware limited liability company (the “Company”), GREENBACKER RENEWABLE ENERGY CORPORATION, a Maryland corporation (the “Operating Corp.”), and GREENBACKER CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Advisor”).

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CONTRIBUTION AGREEMENT
Contribution Agreement • May 23rd, 2022 • Greenbacker Renewable Energy Co LLC • Electric services

This Contribution Agreement (the “Agreement”), dated as of May 19, 2022 (the “Closing Date”), is made by and between Greenbacker Renewable Energy Company LLC, a Delaware limited liability company (“GREC LLC”) and Greenbacker Renewable Energy Corporation, a Maryland corporation (“GREC Corp”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meaning given to them in that certain Contribution Agreement by and between Greenbacker Group LLC, a Delaware limited liability company and GREC LLC entered into immediately prior to the execution of this Agreement (the “Initial Contribution Agreement”).

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SEPARATION AGREEMENT
Separation Agreement • September 1st, 2023 • Greenbacker Renewable Energy Co LLC • Electric services

This Separation Agreement (this “Separation Agreement”) is made and entered into as of September 1, 2023 (the “Effective Date”), by and between Greenbacker Renewable Energy Corporation (together with Greenbacker Renewable Energy Company LLC (“GREC LLC”) and each of their affiliates, the “Company”), and Mehul Mehta (“you”). This Separation Agreement sets forth certain terms of your separation from the Company, including certain waivers and releases by you, in order to receive certain separation payments and benefits, as set forth in detail below.

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FORM OF ADMINISTRATION AGREEMENT
Form of Administration Agreement • July 11th, 2013 • Greenbacker Renewable Energy Co LLC • Electric services • New York

This Administration Agreement (“Agreement”) is made as of , 2013, by and between Greenbacker Renewable Energy Company LLC, a Delaware limited liability company (the “Company”), Greenbacker Renewable Energy Corporation, a Maryland corporation (the “Operating Corp.”) and Greenbacker Administration, LLC, a Delaware limited liability company (the “Administrator”).

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GREENBACKER RENEWABLE ENERGY COMPANY LLC 2023 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT GRANT AND AGREEMENT
Grant and Agreement • May 30th, 2023 • Greenbacker Renewable Energy Co LLC • Electric services • New York

This Restricted Share Unit Grant and Agreement (this "Agreement"), is made effective on [ insert date of grant] (the "Date of Grant") by and between Greenbacker Renewable Energy Company LLC, a Delaware limited liability company (together with its successors and assigns, the "Company") and the participant ("Participant") identified on the signature page attached hereto (the "Signature Page").

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FIRST AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN GREENBACKER RENEWABLE ENERGY COMPANY LLC, GREENBACKER RENEWABLE ENERGY CORPORATION AND GREENBACKER ADMINISTRATION LLC
Administration Agreement • November 17th, 2020 • Greenbacker Renewable Energy Co LLC • Electric services • New York

THIS FIRST AMENDED AND RESTATED ADVISORY AGREEMENT ("Agreement") is made as of November 15, 2020, by and between Greenbacker Renewable Energy Company LLC, a Delaware limited liability company ("GREC LLC"), Greenbacker Renewable Energy Corporation, a Maryland corporation (the "Operating Corp.") (collectively the “Company”), and Greenbacker Administration, LLC, a Delaware limited liability company (the "Administrator").

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Greenbacker Renewable Energy Company LLC Up to $1,500,000,000 in Shares FORM OF PARTICIPATING BROKER-DEALER AGREEMENT
Dealer Agreement • July 11th, 2013 • Greenbacker Renewable Energy Co LLC • Electric services • California
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