0001193125-24-173410 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 1st, 2024 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into July 1, 2024 by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland Corporation (the “Company”), the Guarantors (as defined below) and J.P. Morgan Securities LLC, Mizuho Securities USA LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, in their capacity as representatives (the “Representatives”) of the several initial purchasers set forth in the Purchase Agreement (together with the Representative, the “Initial Purchasers”).

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FIRST AMENDMENT TO THE TAX BENEFITS PRESERVATION PLAN
Rights Agreement • July 1st, 2024 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO THE TAX BENEFITS PRESERVATION PLAN OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (this “Amendment”), dated as of July 1, 2024, is entered into between HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Maryland corporation (the “Company”) and EQUINITI TRUST COMPANY, LLC, a New York limited liability company, in its capacity as rights agent (the “Rights Agent”).

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