0001193125-13-288278 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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FORM OF ESCROW AGREEMENT
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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FORM OF ADVISORY AGREEMENT BETWEEN GREENBACKER RENEWABLE ENERGY COMPANY LLC GREENBACKER RENEWABLE ENERGY CORPORATION AND GREENBACKER CAPITAL MANAGEMENT LLC
Advisory 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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FORM OF ADMINISTRATION AGREEMENT
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 Up to $1,500,000,000 in Shares FORM OF PARTICIPATING BROKER-DEALER AGREEMENT
Participating Broker-Dealer Agreement • July 11th, 2013 • Greenbacker Renewable Energy Co LLC • Electric services • California
Sample 1
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