0001193125-13-328216 Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P. a Delaware limited partnership
Limited Partnership Agreement • August 9th, 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 23, 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 • August 9th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of April 17, 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and J. Brendan Herron, Jr., residing at the address set forth in the Company’s records (the “Executive”).

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HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 9th, 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 April, 2013.

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HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., HA MERGER SUB I LLC, HA MERGER SUB III LLC, MISSIONPOINT HA PARALLEL FUND, LLC, MISSIONPOINT ES PARALLEL FUND I, L.P., MISSIONPOINT HA PARALLEL FUND I CORP. AND MISSIONPOINT HA PARALLEL FUND,...
Merger Agreement • August 9th, 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 I LLC, a Delaware limited liability company and a wholly owned subsidiary of the Parent (the “Merger Sub I”), 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 I, the “Merger Subs”), MISSIONPOINT HA PARALLEL FUND, LLC, a Delaware limited liability company (the “Owner”), MISSIONPOINT ES PARALLEL FUND I, L.P., a Delaware limited liability partnership (the “ES Partnership”), MISSIONPOINT HA PARALLEL FUND I CORP., a Delaware corporation (the “Merging Entity”), and MISSIONPOINT HA PARALLEL FUND, L.P., a Delaware limited liability partnership (the “Splitter Partnership”).

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RESTRICTED SHARE UNIT AWARD AGREEMENT
Restricted Share Unit Award Agreement • August 9th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

This Award Agreement (this “RSU Award Agreement”), dated as of April 23, 2013 (the “Date of Grant”), is made by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and [—] (the “Grantee”). Where the context permits, references to the Company shall include any successor to the Company.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 9th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of April 23, 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., HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P., MISSIONPOINT HA PARALLEL FUND III, LLC AND MISSIONPOINT HA PARALLEL FUND, L.P. CONTRIBUTION AGREEMENT
Contribution Agreement • August 9th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Delaware

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of April 15, 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 • August 9th, 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 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., 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...
Agreement and Plan of Merger • August 9th, 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”).

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