0001193125-13-151852 Sample Contracts

Hannon Armstrong Sustainable Infrastructure Capital, Inc. (a Maryland corporation) [ • ] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 12th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 12th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the [•] day of [•], by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and [•] (“Indemnitee”).

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P. a Delaware limited partnership
Limited Partnership Agreement • April 12th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P., dated as of April , 2013, is entered into by and among HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Maryland corporation (the “General Partner”), and the limited partner(s) listed on Exhibit A hereto (each a “Limited Partner”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 12th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of April , 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and Jeffrey Eckel, residing at the address set forth in the Company’s records (the “Executive”).

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HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P., MISSIONPOINT HA PARALLEL FUND III, LLC AND MISSIONPOINT HA PARALLEL FUND, L.P. CONTRIBUTION AGREEMENT
Contribution Agreement • April 12th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Delaware

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of April [•], 2013, by and among HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Maryland corporation (the “Parent”), HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P., a Delaware limited liability partnership (the “Operating Partnership”), MISSIONPOINT HA PARALLEL FUND III, LLC, a Delaware limited liability company (“Fund III”), and MISSIONPOINT HA PARALLEL FUND, L.P., a Delaware limited liability partnership (the “Splitter Partnership”).

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HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., HA MERGER SUB III LLC AND THE INDIVIDUALS AND ENTITIES LISTED ON EXHIBIT A ATTACHED HERETO AGREEMENT AND PLAN OF MERGER
Merger Agreement • April 12th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April , 2013, by and among HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Maryland corporation (the “Parent”), HA MERGER SUB III LLC, a Maryland limited liability company and a wholly owned subsidiary of the Parent (the “Merger Sub”), each of the individuals listed on Exhibit A attached hereto (each, an “Owner” and, collectively, the “Owners”) and each of the entities listed on Exhibit A attached hereto, each a Maryland corporation (each, a “Merging Entity” and, collectively, the “Merging Entities”).

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HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 12th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

THIS AGREEMENT is made by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and [•] (the “Grantee”), dated as of the [•] day of [•], 20__.

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 12th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of April , 2013, to be effective upon completion of the initial public offering (“IPO”) of Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), by and among the Company and the persons listed on Schedule I hereto (such persons, in their capacity as holders of Registrable Securities (as defined herein), the “Initial Holders” and each, an “Initial Holder”).

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HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 12th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

THIS AGREEMENT is made by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”) and [•] (the “Grantee”), dated as of the [•] day of [•], 20__.

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