HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., HA MERGER SUB II LLC, HA MERGER SUB III LLC, MISSIONPOINT HA PARALLEL FUND II, LLC, MISSIONPOINT ES PARALLEL FUND II, L.P., MISSIONPOINT HA PARALLEL FUND II CORP. AND MISSIONPOINT HA PARALLEL...Limited Liability Company Agreement • April 15th, 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 15, 2013, by and among HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Maryland corporation (the “Parent”), HA MERGER SUB II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Parent (the “Merger Sub II”), HA MERGER SUB III LLC, a Maryland limited liability company and a wholly owned subsidiary of the Parent (the “Upstream Merger Sub” and, together with the Merger Sub II, the “Merger Subs”), MISSIONPOINT HA PARALLEL FUND II, LLC, a Delaware limited liability company (the “Owner”), MISSIONPOINT ES PARALLEL FUND II, L.P., a Delaware limited liability partnership (the “ES Partnership”), MISSIONPOINT HA PARALLEL FUND II CORP., a Delaware corporation (the “Merging Entity”), and MISSIONPOINT HA PARALLEL FUND, L.P., a Delaware limited liability partnership (the “Splitter Partnership”).
