{"url_path":"/sec/cik-0001563922/8-k/2026-07-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1563922/0001753926-26-001215-index.html","accession_number":"0001753926-26-001215","cik":"0001563922","ticker":null,"issuer_name":"Greenbacker Renewable Energy Co LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1563922/0001753926-26-001215-index.html","primary_entity_key":"0001563922","primary_entity_name":"Greenbacker Renewable Energy Co LLC"},"word_count":4809,"has_tables":true,"body_markdown":"**Item 1.01\nEntry into a Material Definitive Agreement.**\n\n \n\n*Merger\nAgreement*\n\n \n\nOn\nJuly 21, 2026, Greenbacker Renewable Energy Company LLC, a Delaware limited liability company (the “Company”), entered\ninto an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, MN8 Energy Holdings LLC, a\nDelaware limited liability company (“Holdings”), MN8 Energy LLC, a Delaware limited liability company (“MN8\nEnergy” and, together with Holdings, “MN8”), Monarch Merger Sub, LLC, a Delaware limited liability company and\nwholly owned subsidiary of MN8 Energy (“Merger Sub”), and Shareholder Representative Services LLC (“Securityholders’\nRepresentative”), solely in its capacity as Securityholders’ Representative, pursuant to which, among other things,\nMerger Sub will merge with and into the Company (the “Merger” and, together with the other transactions contemplated\nby the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly owned subsidiary of\nMN8 Energy.\n\n \n\nThe\nBoard of Directors of the Company (the “Board”) has authorized and approved the execution, delivery and performance\nby the Company of the Merger Agreement and the consummation by the Company of the Transactions and has resolved to recommend that\nthe Company’s members adopt the Merger Agreement and approve the Merger, subject to the terms and conditions of the Merger\nAgreement.\n\n \n\n*Merger\nConsideration*\n\n \n\nAt\nthe time at which the Merger becomes effective (the “Effective Time”), subject to the election procedures and proration\nprovisions described below, each share of the Company (the “Company Shares”) issued and outstanding immediately prior\nto the Effective Time (other than Company Shares owned immediately prior to the Effective Time (i) by the Company as treasury\ninterests, (ii) by Holdings or MN8 Energy or (iii) by any direct or indirect wholly owned subsidiary of the Company or Holdings,\nwhich, in each case, immediately prior to the Effective Time will be canceled for no consideration and cease to exist (the Company\nShares in the foregoing clauses (i) – (iii), collectively, the “Canceled Shares”)) will be canceled and converted\nautomatically into (x) the right to receive at the election of the holder, one of the following forms of consideration set forth\nin (a) – (c) below, (y) a non-transferable contingent right to receive such holder’s pro rata portion of any amount\nreleased from the expense reserve held by the Securityholders’ Representative (the “Representative Reserve Release\nAmount”) in respect of each such Company Share if, as, when, and to the extent payable pursuant to the Merger Agreement\nand (z) a non-transferable contingent right to receive such holder’s pro rata portion of any post-closing additional consideration\npayable under the Merger Agreement in respect of each such Company Share if, as, when, and to the extent payable pursuant to the\nMerger Agreement (the “Post-Closing Additional Consideration Amount”).\n\n \n\nEach\nholder of Company Shares (other than Canceled Shares) may elect to receive one of the following forms of consideration for each\nshare held, subject to the election procedures and proration provisions described below:\n\n \n\n(a)cash\nin an amount, without interest, equal to the Per Share Consideration (as defined below),\nsubject to the Maximum Cash Election Amount (as defined below) (the “Cash Election\nConsideration”);\n\n \n\n(b)a\nnumber of common units representing limited liability company interests in Holdings (“MN8\nCommon Units”), rounded to the nearest whole MN8 Common Unit, equal to the quotient\nof (i) the Per Share Consideration *divided by* (ii) the per-unit value of MN8 Common\nUnits (the “MN8 Common Unit Value”), determined under the Merger Agreement\nby dividing Holdings’ equity value (as determined under the Merger Agreement) by\nthe total number of MN8 Common Units outstanding on a fully diluted basis as of immediately\nprior to the Effective Time (the “Equity Election Consideration”); or\n\n \n\n(c)a\ncombination of (i) cash, without interest, in an amount equal to the product of (A) the\nPer Share Consideration, *multiplied by* (B) 50% (such amount, the “Mixed\nElection Cash Consideration”) and (ii) a number of MN8 Common Units, rounded to\nthe nearest whole MN8 Common Unit, equal to the quotient of (A) the Per Share Consideration\n*minus* the Mixed Election Cash Consideration, *divided by* (B) the MN8 Common\nUnit Value (the “Mixed Election Equity Consideration” and, together with\nthe Mixed Election Cash Consideration and subject to the Maximum Cash Election Amount,\nthe “Mixed Election Consideration”).\n\n \n\n \n\n \n\n \n\n“Per\nShare Consideration” will be an amount in cash equal to (i) (A) the base purchase price of $375,000,000, *minus* (B)\nthe Company’s transaction expenses (including, among other things, (1) fees, costs and expenses payable to its legal counsel,\naccountants, financial advisors and proxy solicitation providers, (2) “single-trigger” transaction and change-in-control\nbonuses payable as a result of the consummation of the Merger and certain executive severance expenses and (3) certain out-of-pocket\nexpenses incurred in connection with the termination or cancellation of the Company’s long-term incentive units, but excluding\n“double-trigger” payments arising as a result of both the consummation of the Merger and the occurrence of one or\nmore post-closing events), determined through the Effective Time and including amounts becoming due at the Effective Time, (such\namount, the “Closing Company Transaction Expenses”), *minus* (C) the $5,000,000 expense reserve held by the Securityholders’\nRepresentative (the “Reserve Amount”), *minus* (D) the $25,000,000 Additional Consideration Holdback Amount,\nas defined below, *plus* (E) any portion of the $25,000,000 Additional Consideration Holdback Amount payable at Closing,\nas defined below, in accordance with the Merger Agreement (the “Closing Additional Consideration Amount”) *divided\nby* (ii) the total number of Company Shares issued and outstanding immediately prior to the Effective Time (other than Canceled\nShares), together with the Company Shares underlying outstanding restricted stock units and performance stock units (with performance\nstock units counted on the same basis used to determine their conversion, as described below in “Treatment of Equity Awards”). \n\n \n\nThe\n“Maximum Cash Election Amount” will be an amount equal to $125,000,000 *minus* (i) (A) the $5,000,000 Reserve\nAmount, (B) the $25,000,000 Additional Consideration Holdback Amount and (C) an amount equal to 28.5% of the Closing Company Transaction\nExpenses, *plus* (ii) the Closing Additional Consideration Amount payable at the closing of the Transactions (the “Closing”\nand the date on which the Closing actually takes place the “Closing Date”), if any. The ability of a holder to receive\nthe form of consideration elected, or deemed to be elected, will depend on the elections of other holders. If a holder elects\nto receive the Cash Election Consideration or the Mixed Election Consideration, the holder may not receive the exact allocation\nelected by such holder, and may instead receive a pro rata amount of cash, with the remainder paid instead in MN8 Common Units.\n\n \n\nPursuant\nto the Merger Agreement, $25,000,000 of the cash consideration otherwise payable to holders (the “Additional Consideration\nHoldback Amount”) will be withheld at Closing and will become payable to holders only to the extent earned based on the\nachievement of certain milestones related to a specified project. The amount of the Additional Consideration Holdback Amount earned\nwill be based on the proportion of the project’s total megawatt of direct current (dc) generating capacity that achieves\n“In Service” status by the applicable measurement date, subject to determination in accordance with, and any adjustments\nand dispute-resolution procedures set forth in, the Merger Agreement. If the Closing Date occurs on or after January 15, 2027,\nthe full amount of the Additional Consideration Holdback Amount earned as of December 31, 2026 will be included in the Closing\nAdditional Consideration Amount, reflected accordingly in the calculations of the Per Share Consideration and Maximum Cash Election\nAmount described above, and no Post-Closing Additional Consideration Amount will be payable. If the Closing Date occurs prior\nto January 15, 2027, any remaining Additional Consideration Holdback Amount earned between the Closing Date and December 31, 2026\nmay become payable following the Closing Date as the Post-Closing Additional Consideration Amount, subject to the terms and limitations\nof the Merger Agreement.\n\n \n\nThe\nMN8 Common Units issuable to holders of Company Shares pursuant to the Merger Agreement will represent limited liability company\ninterests in Holdings and will be governed by the amended and restated limited liability company agreement of Holdings to be effective\nat the Effective Time, substantially in the form attached as Exhibit C to the Merger Agreement (the “A&R Holdings LLC\nAgreement”). The MN8 Common Units will be subject to the transfer, confidentiality, information rights and other restrictions\nset forth in the A&R Holdings LLC Agreement; however, Company holders will be permitted to transfer their MN8 Common Units\nissued pursuant to the Merger Agreement without Holdings’ consent or notice to members, subject to applicable law and any\napplicable initial public offering (“IPO”) lock-up restrictions, and any IPO lock-up applicable to Company holders\nwill be no more restrictive than those applicable to other holders of MN8 Common Units. The A&R Holdings LLC Agreement also\nprovides that the Company (if such designation is made prior to the Effective Time) or the Securityholders’ Representative\n(if such designation is made after the Effective Time) will have the right to designate one director to the Holdings board (the\n“Greenbacker Director”), or in certain circumstances a non-voting observer, from the Effective Time until the earlier\nof an IPO or an alternative liquidity transaction. The appointment of the Greenbacker Director (and any replacement thereof) will\nbe subject to approval of the board of directors of Holdings, acting reasonably. After the Effective Time, the Securityholders’\nRepresentative will have the right to remove and replace the Greenbacker Director and fill any vacancy. The A&R Holdings LLC\nAgreement also includes mechanics for an IPO reorganization and for an alternative liquidity transaction. The foregoing description\ndoes not purport to be complete and is qualified in its entirety by reference to the form of the A&R Holdings LLC Agreement\nattached as Exhibit C to the Merger Agreement filed as Exhibit 2.1 hereto.\n\n \n\n \n\n \n\n \n\n*Election\nMechanics*\n\n \n\nSubject\nto the terms of the Merger Agreement, MN8 Energy will cause the paying agent to make available and mail an election form to holders\nof Company Shares as promptly as reasonably practicable after (but, in any event, not earlier than ten business days following)\nthe date the Company commences mailing the definitive proxy statement/prospectus to its members, and in any event no less than\n30 days prior to the Election Deadline (as defined below). Each holder of Company Shares (other than Canceled Shares) may elect\nthe form of consideration by submitting (i) a properly completed election form, (ii) share certificates corresponding to their\nCompany Shares (if any) and (iii) a letter of transmittal (the foregoing clauses (i) – (iii), collectively, the “Required\nMaterials”) to the paying agent by 5:00 p.m. (Eastern Time) on the date that is five business days prior to the anticipated\nClosing Date or such other date as mutually agreed by the Company and MN8 Energy (the “Election Deadline”). The Company\nwill publicly announce the Election Deadline at least five business days prior to the Election Deadline. Holders may change or\nrevoke an election at any time before the Election Deadline by submitting new Required Materials to the paying agent by the Election\nDeadline. Each Company Share for which an election is not validly made on an election form, or for which an election form has\nbeen revoked, deemed revoked or lost before the Election Deadline, will be deemed to have elected the Equity Election Consideration.\n\n \n\n*Treatment\nof Equity Awards*\n\n \n\nEach\ndeferred stock unit granted to a member of the Board and each restricted stock unit awarded under the Company’s equity incentive\nplan that vests solely based on the passage of time (each of the foregoing, a “Company RSU”), in each case that is\noutstanding immediately prior to the Effective Time, whether vested or unvested, will, as of the Effective Time, be deemed to\nbe fully vested and will be canceled and converted into, and represent only, in full satisfaction of the rights of such holder\nwith respect thereto, for each Company Share subject to such Company RSU immediately prior to the Effective Time, (i) the right\nto receive the Mixed Election Consideration (subject to proration as described under “Merger Consideration” above),\n(ii) a non-transferable contingent right to receive the holder’s pro rata portion of the Representative Reserve Release\nAmount in respect of each such Company Share subject to such Company RSU if, as, when, and to the extent payable pursuant to the\nMerger Agreement and (iii) a non-transferable contingent right to receive the holder’s pro rata portion of the Post-Closing\nAdditional Consideration Amount in respect of each such Company Share subject to such Company RSU if, as, when, and to the extent\npayable pursuant to the Merger Agreement.\n\n \n\nEach\nrestricted stock unit awarded under the Company’s equity incentive plan that vests on the achievement of performance goals\n(each, a “Company PSU”) that is outstanding immediately prior to the Effective Time, whether vested or unvested, will,\nas of the Effective Time, be deemed to be fully vested and will be canceled and converted into and represent only, in full satisfaction\nof the rights of such holder with respect thereto, for each Company Share subject to such Company PSU as of immediately prior\nto the Effective Time, based on (i) in the case of Company PSUs for which the applicable performance period is not completed as\nof immediately prior to the Effective Time, (A) with respect to each Company PSU granted in 2024, 50% of the target performance\nlevel and (B) with respect to each Company PSU granted in 2025 or 2026, 100% of the target performance level, and (ii) in the\ncase of Company PSUs for which the applicable performance period is completed as of immediately prior to the Effective Time, actual\nperformance as determined by the Compensation Committee of the Board as of the last day of such performance period: (x) the right\nto receive the Mixed Election Consideration (subject to proration as described under “Merger Consideration” above),\n(y) a non-transferable contingent right to receive the holder’s pro rata portion of the Representative Reserve Release Amount\nin respect of each such Company Share subject to such Company PSU if, as, when, and to the extent payable pursuant to the Merger\nAgreement and (z) a non-transferable contingent right to receive the holder’s pro rata portion of the Post-Closing Additional\nConsideration Amount in respect of each such Company Share subject to such Company PSU if, as, when, and to the extent payable\npursuant to the Merger Agreement.\n\n \n\n \n\n \n\n \n\n*Representations,\nWarranties and Covenants; Regulatory Efforts*\n\n \n\nThe\nMerger Agreement contains customary representations and warranties of the parties to the Merger Agreement relating to their respective\nbusinesses, financial statements and other matters, in each case generally subject to customary materiality and knowledge qualifiers.\nAdditionally, the Merger Agreement provides for customary pre-closing covenants of the Company and MN8, including covenants relating\nto conducting their respective businesses in the ordinary course of business and refraining from taking certain actions without\nthe consent of the other party, subject to certain exceptions.\n\n \n\nSubject\nto certain qualifications, each party has agreed to use its reasonable best efforts to consummate the Merger and the other Transactions,\nincluding using reasonable best efforts to obtain required regulatory and third party approvals, provided that Holdings and its\ncontrolled affiliates are not required to take any action that involves the divestiture of any of their respective businesses,\nassets or properties, or take any action with respect to the business, assets or properties of the Company if doing so would reasonably\nbe expected to have a material adverse effect on the Company and its subsidiaries.\n\n \n\nUnder\nthe Merger Agreement, subject to applicable law and to the extent not prohibited by any judgment, Holdings will use reasonable\nbest efforts to (i) prepare and mail a consent solicitation statement to its members and the members of MN8 Energy for the purpose\nof obtaining certain consents required in connection with the Transactions (the “Consent Solicitation Consents”),\nwith such mailing to occur no later than three business days after the registration statement on Form S-4 in connection with the\nissuance of MN8 Common Units in the Merger (the “S-4”) is declared effective under the Securities Act of 1933 and\n(ii) obtain the Consent Solicitation Consents as promptly as reasonably practicable after the S-4 is declared effective under\nthe Securities Act of 1933 and, in any event, no later than the date that the Company Member Approval (as defined below) is obtained.\n\n \n\nThe\nMerger Agreement provides for certain post-closing covenants by Holdings, pursuant to which, and on the terms and subject to the\nconditions set forth in the Merger Agreement, within 120 days following the Effective Time, Holdings will use its commercially\nreasonable efforts to cause Holdings, MN8 Energy or any entity formed pursuant to reorganization of Holdings in contemplation\nof an initial public offering (the “IPO Entity”) to file with the Securities and Exchange Commission (the “SEC”)\na draft registration statement (which filing may be confidential pursuant to the rules and regulations of the SEC) relating to\nan IPO that, if consummated, would result in gross proceeds to the IPO Entity from such offering of at least $250,000,000 and,\nthereafter, use commercially reasonable efforts to, among other things, cause the IPO to be consummated, in each case subject\nto market conditions and the sole discretion of the board of directors of the IPO Entity. Under the terms of the Merger Agreement,\nsuch obligation expires on the date that is 18 months following the Closing Date (the “Liquidity Date”). In connection\nwith an IPO, the holders of MN8 Common Units will be subject to lock-up restrictions as described above. Subject to the terms\nof the Merger Agreement, to the extent that an IPO is not consummated by the Liquidity Date, Holdings will use commercially reasonable\nefforts to consummate within the 12-month period thereafter an alternative liquidity transaction pursuant to which holders of\nCompany Shares immediately prior to the Effective Time that received MN8 Common Units as merger consideration (and their permitted\ntransferees) would be offered an opportunity to sell or otherwise dispose of such MN8 Common Units, pro rata with certain other\nmembers of Holdings, at a price per MN8 Common Unit intended to be not less than the Per Share Consideration.\n\n \n\n*No\nSolicitation; Change in Recommendation*\n\n \n\nSubject\nto certain exceptions, from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the\nMerger Agreement, the Company has agreed that it will not, and will cause its subsidiaries and its and their respective directors\nand officers not to, directly or indirectly, (i) initiate, solicit, knowingly facilitate or knowingly encourage the submission\nof any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal (as defined\nin the Merger Agreement), (ii) engage in any discussions or negotiations regarding, or furnish any non-public information in connection\nwith, any Takeover Proposal or (iii) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement\nor other similar agreement providing for a Takeover Proposal.\n\n \n\n \n\n \n\n \n\nNotwithstanding\nthese restrictions, prior to obtaining the affirmative vote of holders of at least a majority of the total outstanding interests\nof the Company to adopt and approve the Merger Agreement (the “Company Member Approval”), if the Board receives an\nunsolicited *bona fide* written Takeover Proposal that did not result from a material breach of its non-solicitation obligations,\nand the Board determines in good faith, after consultation with its outside legal counsel and financial advisor(s), that such\nTakeover Proposal constitutes, or would reasonably be expected to lead to, a proposal which (i) if consummated would be more favorable\nfrom a financial point of view to the holders of Company Shares than the Merger and (ii) is reasonably likely to be consummated\non the terms proposed, in each case taking into account all legal, regulatory, financial, timing, financing and other aspects\nof such proposal and of the Merger Agreement (a “Superior Proposal”), the Board may, subject to the terms and conditions\nof the Merger Agreement, furnish non-public information to, and engage in discussions or negotiations with, the person making\nsuch Takeover Proposal, and may withhold, withdraw, qualify or modify its recommendation in favor of the Merger or terminate the\nMerger Agreement to enter into a definitive agreement providing for such Superior Proposal.\n\n \n\nIn\naddition, prior to obtaining the Company Member Approval, the Board may change its recommendation to its members in connection\nwith the Merger, subject to complying with certain notice and other specified conditions in the Merger Agreement, including giving\nthe other party an opportunity to propose revisions to the terms of the Merger Agreement during a match right period.\n\n \n\n*Conditions\nto the Merger*\n\n \n\nThe\nconsummation of the Merger is subject to the satisfaction or waiver of certain customary mutual closing conditions, including:\n(i) the absence of any judgment or other restraint issued by any governmental authority of competent jurisdiction enjoining or\notherwise prohibiting consummation of the Merger, (ii) the expiration or early termination of the applicable waiting period under\nthe Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the receipt of authorization from the Federal Energy Regulatory\nCommission pursuant to Section 203 of the Federal Power Act for the Merger, (iv) the receipt of authorization from the New York\nState Public Service Commission in accordance with the New York Public Service Law for the Merger, (v) the Company Member Approval\nand (vi) Holdings’ receipt of certain actual or deemed consents of the applicable holders of equity interests of Holdings,\nMN8 Energy and Merger Sub required in connection with the consummation of the Transactions. The obligation of each party to consummate\nthe Merger is also conditioned on the other party’s representations and warranties being true and correct (subject to certain\ncustomary materiality exceptions), the other party having performed in all material respects its obligations under the Merger\nAgreement and the absence of any material adverse effect with respect to the Company or Holdings, as applicable, since the execution\nof the Merger Agreement. The obligation of the Company to consummate the Merger is additionally conditioned on the consummation\nby Holdings and MN8 Energy of certain pre-closing transactions under the Merger Agreement in all material respects.\n\n \n\nThe\nobligations of Holdings, MN8 Energy and Merger Sub to consummate the Merger are not subject to a financing condition.\n\n \n\n*Termination*\n\n \n\nThe\nMerger Agreement contains certain termination rights for the parties, including (i) termination by mutual written consent of the\nCompany and Holdings or (ii) termination by either Holdings or the Company if (A) the Effective Time has not occurred on or before\nFebruary 15, 2027, subject to automatic extension until May 15, 2027, under certain circumstances for the purpose of obtaining\ncertain regulatory approvals, and subject to a further right of the Company, exercisable once by written notice to Holdings, to\nextend such then current date by up to 40 business days after the later of (x) the earlier of (1) the date of the mailing of the\nproxy statement/prospectus in accordance with the terms of the Merger Agreement and (2) five business days after the S-4 is declared\neffective under the Securities Act of 1933 and (y) the date of the mailing of the consent solicitation statement (such date, the\n“Outside Date”), (B) the Company Member Approval is not obtained at the meeting of the Company’s members or\n(C) any legal restraint having the effect of prohibiting the consummation of the Merger has become final and non-appealable. In\naddition, the Merger Agreement may be terminated (i) by Holdings if (A) the Company has breached its representations, warranties\nor covenants in the Merger Agreement in a manner that would cause the related closing conditions not to be satisfied, subject\nto certain qualifications and a cure period or (B) prior to the meeting of the Company’s members, the Board has changed\nits recommendation in favor of the Merger; and (ii) by the Company if (A) Holdings, MN8 Energy or Merger Sub has breached its\nrepresentations, warranties or covenants in the Merger Agreement in a manner that would cause the related closing conditions not\nto be satisfied, subject to certain qualifications and a cure period, (B) prior to obtaining the approval of the Company’s\nmembers, the Company terminates in order to enter into a definitive agreement implementing a Superior Proposal (subject to payment\nof the termination fee, as described below) or (C) the required consents of Holdings’ members have not been received by\nthe time the Company Member Approval is obtained.\n\n \n\n \n\n \n\n \n\nThe\nCompany will be required to pay Holdings a termination fee of $11,250,000 (the “Company Termination Fee”) in the following\ncircumstances:\n\n \n\n(a)if\nthe Merger Agreement is terminated by Holdings because of a change in the recommendation\nof the Board in connection with the Merger;\n\n \n\n(b)if\nthe Merger Agreement is terminated by the Company in order to enter into a definitive\nagreement implementing a Superior Proposal; or\n\n \n\n(c)if\nthe Merger Agreement is terminated by either party due to failure to obtain the Company\nMember Approval or due to the expiration of the Outside Date without the Company Member\nApproval having been obtained, and (i) a *bona fide* Takeover Proposal (in the case\nof this clause (c), a proposal to acquire 50% or more of the Company’s outstanding\ninterests or consolidated assets) was publicly made after the date of the Merger Agreement\nand not publicly withdrawn prior to the meeting of the Company’s members, and (ii)\nwithin 12 months after termination the Company consummates, or enters into a definitive\nagreement providing for and later consummates, a Takeover Proposal.\n\n \n\nIn\nthe event the Company Termination Fee is paid, such payment will be the sole and exclusive monetary remedy of Holdings and its\naffiliates against the Company and its affiliates for any loss suffered as a result of the failure of the Merger to be consummated,\nexcept that the Company will remain liable for damages resulting from willful breach of the Merger Agreement or fraud (and any\nCompany Termination Fee paid to Holdings will be credited against any such damages in excess of the Company Termination Fee).\n\n \n\n*Voting\nAgreements*\n\n \n\nConcurrently\nwith the execution of the Merger Agreement, certain members of MN8 entered into voting agreements with MN8 and certain of its\naffiliates (the “Voting Agreements”), the forms of which are attached as exhibits to the Merger Agreement.\n\n \n\nPursuant\nto the Voting Agreements, from the date of each agreement until the valid termination of the Merger Agreement, each such member\nirrevocably consented to and approved the Merger and the related transactions contemplated by the Merger Agreement (including\nthe issuance of MN8 Common Units to holders of Company Shares and the MN8 pre-closing restructuring steps contemplated by the\nMerger Agreement). The foregoing description does not purport to be complete and is qualified in its entirety by reference to\nthe forms of such agreements attached as exhibits to the Merger Agreement filed as Exhibit 2.1 hereto.\n\n \n\n*Additional\nInformation*\n\n \n\nThe\nforegoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is\nqualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and which is incorporated\nherein by reference.\n\n \n\nThe\nMerger Agreement has been filed to provide information to investors regarding its terms. The Merger Agreement is not intended\nto provide any other factual information about the Company, Holdings, MN8 Energy or Merger Sub, their respective businesses, or\nthe actual conduct of their respective businesses during the period prior to the consummation of the Merger. The Merger Agreement\nand this summary should not be relied upon as disclosure about the Company, Holdings or MN8 Energy. None of the Company’s\nmembers, security holders or any other third parties should rely on the representations, warranties and covenants or any descriptions\nthereof as characterizations of the actual state of facts or conditions of the Company, Holdings, MN8 Energy or Merger Sub or\nany of their respective subsidiaries or affiliates.\n\n \n\n \n\n \n\n \n\nThe\nMerger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that\nthe parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations\nand warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important\npart by a confidential disclosure letter delivered by the Company to Holdings, MN8 Energy and Merger Sub in connection with the\nMerger Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk among the\nparties to the Merger Agreement instead of establishing these matters as facts and may be subject to standards of materiality\napplicable to the contracting parties that differ from those applicable to members, security holders or investors. Accordingly,\ninvestors should consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about\nthe Company in the Company’s public reports filed with the SEC. Information concerning the subject matter of the representations\nand warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected\nin the Company’s public disclosures."}