Filed Pursuant to Rule 424(b)(3)
Registration No. 333-211571
SUPPLEMENT NO. 1 DATED APRIL 7, 2017
TO THE PROSPECTUS DATED FEBRUARY 8, 2017
This document supplements, modifies and amends, and should be read in conjunction with, the prospectus of Greenbacker Renewable Energy Company LLC (the “company”) dated February 8, 2017. Unless otherwise defined in this prospectus supplement, capitalized terms used in this prospectus supplement shall have the same meanings as set forth in the prospectus.
The purpose of this prospectus supplement is to describe the following:
| 1) | The status of the offering of limited liability company interests, or the shares, of the company; |
| 2) | Updating the table setting forth our investments; and |
| 3) | Certain other modifications and amendments to our prospectus. |
Status of Our Public Offering
We commenced our initial public offering of shares on April 25, 2014. As of April 5, 2017, we had accepted investors’ subscriptions for and issued approximately 16,318,000 shares in the offering, resulting in our receipt of gross proceeds of approximately $160,693,000.
Table setting forth our Investments in Alternative Energy Generation Portfolios
The following paragraph should be inserted after the fourth paragraph of the section “Business” on page 62 under the “Overview” section of the prospectus:
The table below sets forth our investments in alternative energy generation portfolios as of March 31, 2017:
| | Quarter(s) Acquired | | Location(s) | | # of Assets | | | Form of Investment | | Initial Investment Amount* (Millions)** | | | Forecasted Initial Yield*** | | | Approximate Average Remaining Term to Power Purchase Agreement | | Power Offtaker | | Assets | | Generation Capacity in (kW)* | | | Generation Equivalent (# of homes powered per year) |
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Alternative Energy – Solar | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
East to West Solar | | First quarter 2015 | | CO, CT, HI, IN, NC | | | 13 | | | 100% Equity Ownership | | $ | 17.250 mm | | | | 12.10% | | | 14 years | | Utility and commercial | | Commercial ground and roof mounted systems | | | 9,789 | | | 1,605 homes |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gainesville Solar | | Second quarter 2015 | | FL | | | 2 | | | 100% Equity ownership | | $ | 4.150 mm | | | | 14.50% | | | 16.5 years | | Utility | | Commercial ground mounted systems | | | 2,050 | | | 336 homes |
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NC Tarheel Solar | | Fourth quarter 2015 | | NC | | | 2 | | | 100% Equity ownership | | $ | 8.399 mm | | | | 9.80% | | | 13.7 years | | Utility | | Commercial ground mounted systems | | | 7,621 | | | 1,250 homes |
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Magnolia Sun | | Third quarter 2015, First quarter 2016 | | CA, MA, TN | | | 18 | | | 100% Equity Ownership | | $ | 10.850 mm | | | | 11.60% | | | 15.1 years | | Utility and commercial | | Commercial ground and roof mounted systems | | | 5,302 | | | 495 homes |
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Green Maple | | Fourth quarter 2014, Fourth quarter 2015 | | VT | | | 9 | | | 100% Equity Ownership | | $ | 17.012 mm | | | | 12.40% | | | 19.9 years | | Utility, municipal and commercial | | Commercial ground mounted systems | | | 7,393 | | | 662 homes |
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Canadian Northern Lights | | Fourth quarter 2014, Fourth quarter 2015 | | ON, Canada | | | 80 | | | 100% Equity Ownership | | $ | 1.610 mm | | | | 12.10% | | | 14.9 years | | Residential | | Residential rooftop mounted systems | | | 570 | | | 90 homes |
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Six States Solar | | Fourth quarter 2015 | | AZ, CA, CO, CT, IN | | | 26 | | | 100% Equity Ownership | | $ | 0.751 mm | | | | 7.60% | | | 13.9 years | | Utility and commercial | | Ground and roof mounted systems | | | 6,223 | | | 1,022 homes |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Greenbacker Residential Portfolio #1 | | Third quarter 2016 | | CA, CT, HI, MD, MA, NJ, NY | | | 1,611 | | | Managing Member, majority equity owner | | $ | 19.750 mm | | | | 12.50% | | | 19.1 years | | Residential | | Residential rooftop mounted systems | | | 12,092 | | | 1,955 Homes |
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Greenbacker Residential Portfolio #2 | | First quarter 2017 | | AZ, CA, HI | | | 193 | | | 100% Equity Ownership | | $ | 2.246 mm | | | | 10.9% | | | 16.25 years | | Residential | | Residential rooftop mounted systems | | | 1,613 | | | 265 Homes |
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Greenbacker Residential Portfolio #3 | | First quarter 2017 | | CO | | | 666 | | | Managing Member, majority equity owner | | $ | 1.425 mm | | | | 10.1% | | | 15.25 years | | Residential | | Residential rooftop mounted systems | | | 2,508 | | | 411 Homes |
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Sunny Mountain | | Third quarter 2014 | | CO | | | 21 | | | 100% Equity Ownership | | $ | 0.920 mm | | | | 12% | | | 13.7 years | | Utility, commercial and residential | | Commercial and residential ground and roof mounted systems | | | 801 | | | 141 Homes |
Alternative Energy – Wind | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fairfield Wind | | Fourth quarter 2015 | | MT | | | 1 | | | Managing Member, majority equity owner | | $ | 19.027 mm | | | | 10.70% | | | 17.3 years | | Utility | | Operating wind power facilities | | | 10,000 | | | 2,214 Homes |
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Greenfield Wind | | Fourth Quarter 2016 | | MT | | | 1 | | | Managing Member, majority equity owner | | $ | 34.773 mm | | | | 12.20% | | | 25 years | | Utility | | Operating wind power facilities | | | 25,000 | | | 5,333 Homes |
Energy Efficiency - Lighting Replacement | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Energy Efficiency Lighting | | Third quarter 2015 | | Puerto Rico | | | 3 | | | Capital Lease | | $ | 0.559 mm | | | | 15.40% | | | 5.4 years | | N/A | | Energy efficiency LED lighting | | | N/A | | | N/A |
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Renew AEC One LLC (Kane Warehouse) | | Fourth quarter 2015 | | PA | | | 1 | | | Secured Loan | | $ | 1.086 mm | | | | 10.30% | | | 7.2 years | | N/A | | Energy efficiency LED lighting | | | N/A | | | N/A |
* Approximate.
** Does not include assumed project level debt.
*** The forecasted initial (or first year) yield is equal to the asset’s net cash flow divided by the purchase price of the asset, expressed as a percentage. The asset’s first year of net cash flow is equal to electricity revenue net of operating expenses and debt service payments. Electricity revenue is equal to the forecast first year’s electricity production multiplied by the contracted electricity rate plus the contracted price of renewable energy credits, to the extent applicable. Operating expenses are based on first year contracted expenses. The initial yield does not factor in expenses incurred, or closing costs involved, in the acquisition of the asset. The initial yield is not a measure of the fund’s performance and it is not necessarily indicative of distributions that the fund may provide to investors. This metric may vary over time based on the variability of electricity production.
Appendix A: Form of Subscription Agreement
The form of subscription agreement beginning on page A-1 of the prospectus is hereby deleted in its entirety and replaced with the following:
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img1_additinal.jpg)
SUBSCRIPTION AGREEMENT
AN INVESTMENT IN THE OFFERING OR “INVESTMENT PROGRAM” DESCRIBED HEREIN CANNOT BE COMPLETED UNTIL AT LEAST FIVE (5) BUSINESS DAYS AFTER THE DATE THE INVESTOR RECEIVED THE FINAL PROSPECTUS FOR THIS OFFERING. SUBSCRIPTIONS WILL BE EFFECTIVE ONLY UPON OUR ACCEPTANCE, AND WE RESERVE THE RIGHT TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART. IF REJECTED, ALL FUNDS SHALL BE RETURNED TO SUBSCRIBERS WITHOUT INTEREST AND WITHOUT DEDUCTION FOR ANY EXPENSES WITHIN TEN (10) BUSINESS DAYS FROM THE DATE THE SUBSCRIPTION IS REJECTED. INVESTORS WILL RECEIVE A CONFIRMATION OF THEIR PURCHASE. IF YOU HAVE ANY QUESTIONS, PLEASE CALL YOUR REGISTERED REPRESENTATIVE, SC DISTRIBUTORS, LLC (MEMBER FINRA/SIPC) AT 1-877-907-1148.
All investments are subject to suitability standards, see corresponding prospectus and Section 9 herein.
Amount of Subscription | | | State of Sale | |
Minimum Initial Investment is $2,000
Money Orders, Traveler’s Checks, Starter Checks, Foreign Checks, Counter Checks, Third-Party Checks or Cash cannot be accepted.
Payment will be made with: | ¨ Enclosed Check | ¨ Funds Wired | ¨ Funds to Follow - Name of Institution | |
| ¨ | Volume Discount*: Check this box ONLY after discussion with your Broker-Dealer. Please provide a separate request in writing that sets forth the basis for receiving a volume discount as set forth in the appropriate prospectus. |
*Any combination request will be subject to our verification that the subscriptions to be combined are made by a single qualifying purchaser. Please see “Volume Discounts” section of the prospectus for further information on volume discount qualifications.
Please consult with your Financial Advisor and check one of the following options pertaining to the class of shares you intend to purchase. The Prospectus contains additional information regarding these share classes, including the different fees which are payable with respect to each share class.
SHARE CLASS REQUIRED | ¨ | Class A Shares | ¨ | Class C Shares | ¨ | Class I Shares |
2. | Account Type - Check One Box Only |
Account Type | | | Additional Required Documentation |
¨ | Individual | ¨ TOD* | | If TOD, Transfer on Death form |
*Please see Section 2 of Investor Instructions for details |
¨ | Joint Tenants | ¨ TOD* | ¨ Tenants in Common* | If JTWROS TOD, Transfer on Death form |
¨ | Community Property* | | *All parties must sign / Please see Section 2 of Investor Instructions for details |
¨ | Trust | | | Trustee Certification form or trust documents |
¨ | Estate | | | Documents evidencing individuals authorized to act on behalf of estate |
¨ | Custodial | ¨ UGMA: State of: ____ | ¨ UTMA: State of: ____ | None |
¨ | Corporation | ¨ C Corp | ¨ S Corp | Articles of Incorporation or Corporate Resolution |
¨ | LLC | | | LLC Operating Agreement or LLC Resolution |
¨ | Enter the tax classification (C= C Corporation, S= S Corporation, P= Partnership) _____ |
¨ | Partnership | | | Partnership Certification of Powers or Certificate of Limited Partnership |
¨ | Non-Profit Organization | | Formation document or other document evidencing authorized signers |
¨ | Profit Sharing Plan* | ¨ Defined Benefit Plan* | Pages of plan document that list plan name, date, trustee name(s) and signatures |
¨ | KEOGH Plan* | | | *Please see Section 2 of Investor Instructions for details |
¨ | Traditional IRA | ¨ SEP IRA | ¨ ROTH IRA | For Inherited IRA indicate Decedent’s name: _________________________ |
¨ | Simple IRA | ¨ Inherited/Beneficial IRA |
¨ | Other (Specify) _______________________________________ | |
| For Non-Qualified Custodial Accounts and All Qualified Accounts, please complete Section 5 |
CURRENT FORM AS OF 3/20/17 VERSION AE | ![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img2_additinal.jpg) |
Please print names in which shares of common stock are to be registered. For trusts, include trust name and name of trustee. If IRA or qualified plan, include both custodian and investor names and applicable Tax ID Numbers. If “same as below”, write “same.” (This is the name that will appear on your statement.)
Title Line 1 |
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Title Line 2 |
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SSN |
Primary Investor is: Individual, Trust/Qualified Plan, Entity, Minor (UGMA/UTMA)
Secondary Investor is: Additional Accountholder, Trustee, Officer/Authorized Signer, Custodian (UGMA/UTMA)
Primary Investor Name | | SSN/TIN | | | DOB |
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Secondary Investor Name | | SSN/TIN | | | DOB |
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Street Address | | | | | |
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City | State | | Zip Code | | |
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Mailing Address (optional) | | | | | |
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City | State | | Zip Code | | |
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Phone (day) | Phone (evening) | | | Email | |
¨ Check here for eletronic delivery and complete Section 8
Citizenship: Please indicate Citizenship Status (Required)
¨ US Citizen | ¨ US Citizen residing outside the US | ¨ Resident Alien |
¨ Non-Resident Alien* Country: | | | ¨ Check here if you are subject to backup withholding |
Please attach a separate sheet with the above information for each additional investor.
NOTE: | Any and all U.S. taxpayers are required to complete Section 9a. (If a foreign national is, in fact, a U.S. taxpayer, complete Section 9a.) |
| Please refer to the Guidelines for U.S. Taxpayer Certifications in the Investor Instructions of this Subscription Agreement regarding your SSN or TIN. |
* If non-resident alien, investor must submit the appropriate IRS Form W-8 (e.g., Form W-8BEN, W-8ECI, W-8EXP or W-8IMY) in order to make an investment. The applicable IRS Form can be obtained from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
5. | Third Party Custodian/Trustee Information |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_subscription.jpg) | Applies to ALL retirement accounts and to non-retirement accounts that have elected to use a third party custodian/trustee. |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_subscription.jpg) | Make checks payable to the custodian and send ALL paperwork directly to the custodian. The custodian/trustee is responsible for sending payments pursuant to the instructions as set forth below. |
Custodian/Trustee Name | | |
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Custodian/Trustee Address | | |
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City | State | ZIP |
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Custodian/Trustee Phone | Custodian/Trustee TIN | |
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Investor Account Number with Custodian/Trustee | | |
6. | Distribution Information |
If you select more than one option you must indicate the percentage of your distribution to be applied to each option and the sum of the allocations must equal 100%.
Distributions may be funded from borrowings, offering proceeds, or proceeds from the sale of assets, which may constitute a return of capital and significantly reduce the amount of capital available for investment by GREC. Any capital returned to investors through distributions will be returned after certain fees and expenses are paid to the sponsor of this offering or its affiliates.
If you elect to participate in the Distribution Reinvestment Plan, you agree that, if at any time you fail to meet the applicable suitability standards set forth in the then current Prospectus, you will promptly provide written notification to: GREC, c/o DST Systems, Inc, 430 W. 7th Street, Kansas City, MO 64105.
CURRENT FORM AS OF 3/20/17 VERSION AE
6. | Distribution Information, continued |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_subscription.jpg) | SELECTION REQUIRED BELOW |
¨ I will not participate in the Distribution Reinvestment Plan | | |
OR
| | % of Distribution |
¨ I will participate in the Distribution Reinvestment Plan, as described in the Prospectus | | |
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And I would also like to: | | |
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¨ Send distributions via check to investor’s home address (or for Qualified Plans, to the address listed in Section 5) | | |
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¨ Send distributions via check to the alternate payee listed here (not available for Qualified Plans without custodial approval) | | |
Name | | |
Address | | |
City | State | ZIP |
Account Number | | |
¨ Direct Deposit: (Attach Voided Check) I/we authorize GREC, or its agent, DST Systems, Inc. by or through a third party provider, (as applicable, the “Issuer”) to deposit my distribution/dividend to my checking or savings account. This authority will remain in force until I notify the Issuer in writing to cancel it. If the Issuer deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit. The above services cannot be established without a pre-printed voided check. For electronic funds transfers, signatures of bank account owners are required exactly as they appear on the bank records. If the registration at the bank differs from that on this Subscription Agreement, all parties must sign below.(not available for custodial held accounts without the custodian’s approval)
Financial Institution Name | % of Distribution | ¨ | Checking |
ABA/ Routing Number | Account Number | ¨ | Savings |
7. | Broker-Dealer and Financial Advisor Information |
Broker-Dealer Name | | | |
Financial Advisor’s Name | Rep Number | | |
Financial Advisor’s Firm Name | Branch ID | | |
Financial Advisor’s Address | | | |
Financial Advisor’s City | State | ZIP |
Financial Advisor’s Phone | Financial Advisor’s Fax | | |
Financial Advisor’s E-Mail Address | | | |
This Subscription was made as follows:
¨ Through a participating Broker-Dealer | ¨ | Shares are being purchased net of commissions (Class A and Class C shares only for GREC) |
¨ Through a participating RIA unaffiliated with a participating Broker-Dealer |
Based on the information I obtained from the investor regarding the investor’s financial situation and investment objectives, I hereby certify to GREC, that I have reasonable grounds to believe that the purchase of the shares by the investor is suitable for this investor and such investor has sufficient net worth and is in a position to realize the benefits of an investment in the shares, and further that I have (a) informed the investor of all aspects of liquidity and marketability of this investment, including the restrictions on transfers of the shares, (b) delivered the Prospectus to the investor the requisite number of days prior to the date that the investor will deliver this Subscription Agreement to the issuer as specified under the laws of the investor’s principal state of residence or principal state of business, as applicable, (c) verified the identity of the investor through appropriate methods and will retain proof of such verification process as required by applicable law, and (d) verified that the investor and the registered owner do not appear on the Office of Foreign Assets Control list of foreign nations, organizations and individuals subject to economic and trade sanctions.
If a Registered Associate of a FINRA member firm or a Registered Investment Advisor, I hereby certify that I am properly licensed and I am registered in the state of sale. State of sale is defined as the investor’s principal place of residence or principal place of business, as applicable.
Signature of Financial Advisor | Date |
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Branch Manager Signature(if required by Broker-Dealer) | Date |
8. | Electronic Delivery (optional) |
Electronic Delivery of stockholder communication is available and if you would prefer to receive such communications and statements electronically for GREC, please affirmatively elect to do so by signing below where indicated.
We encourage you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of stockholder communications and statement notifications. By consenting below to electronically receive stockholder communications, including your account-specific information, you authorize GREC to either (i) e-mail stockholder communications to you directly or (ii) make them available on the GREC website and notify you by e-mail when such documents are available and how to access the documents.
You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or we, in our sole discretion, elect to send paper copies of the materials.
CURRENT FORM AS OF 3/20/17 VERSION AE
8. | Electronic Delivery (optional), continued |
Sign below if you consent to the electronic delivery of documents for GREC, including annual reports, proxy materials, and any other documents that may be required to be delivered under federal or state securities laws as well as account-specific information such as quarterly account statements or tax information. Your consent will be effective until you revoke it. In addition, by consenting to electronic access, you will be responsible for your customary Internet Service Provider charges in connection with access to these materials. E-mail address in the section below is required. Please carefully read the following representations before consenting to receive documents electronically. By signing this box and consenting to receive documents electronically, you represent the following:
(a) I acknowledge that access to both Internet e-mail and the World Wide Web is required in order to access documents electronically. I may receive by e-mail notification of the availability of a document in electronic format. The notification e-mail will contain a web address (or hyperlink) where the document can be found. By entering this address into my web browser, I can view, download and print the document from my computer. I acknowledge that there may be costs associated with the electronic access, such as usage charges from my Internet provider and telephone provider, and that these costs are my responsibility. (b) I acknowledge that documents distributed electronically may be provided in Adobe’s Portable Document Format (PDF). The Adobe Reader® software is required to view documents in PDF format. The Reader software is available free of charge from Adobe’s web site at www.adobe.com. The Reader software must be correctly installed on my system before I will be able to view documents in PDF format. Electronic delivery also involves risks related to system or network outage that could impair my timely receipt of or access to stockholder communications. (c) I acknowledge that I may receive at no cost from GREC a paper copy of any documents delivered electronically by calling SC Distributors at 877-907-1148 from 9:00 am to 5:00 pm EST Monday-Friday. (d) I acknowledge that if the e-mail notification is returned to GREC as “undeliverable”, a letter will be mailed to me with instructions on how to update my e-mail address to begin receiving communication via electronic delivery. I further understand that if GREC is unable to obtain a valid e-mail address for me, GREC will resume sending a paper copy of its filings by U.S. mail to my address of record. (e) I acknowledge that my consent may be updated or cancelled, including any updates in e-mail address to which documents are delivered, at any time by calling SC Distributors at 877-907-1148 from 9:00 am to 5:00 pm EST Monday-Friday.
Electronic Delivery Acknowledgement Only | > | | Signature of Investor | Date |
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| Signature of Joint Investor | Date |
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| E-mail(If blank - email from Section 4 will be used) | |
Joint Accounts: If your Social Security number is the primary number on a joint account and you opt-in to electronic delivery, each consenting stockholder must have access to the e-mail account provided.
Your e-mail address will be held in confidence and used only for matters relating to your investment.
By executing the Subscription Agreement, the undersigned hereby agrees to be bound by the terms of the limited liability operating agreement and any amendments or supplements thereto or cancellations thereof and authorizes Greenbacker Renewable Energy Company to make all filings of any and all certificates, instruments, agreements or other documents, whether related to the limited liability agreement or otherwise, as may be required or advisable under the laws of the State of Delaware.
Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any person or power of attorney to make such representations on your behalf. I hereby acknowledge and/or represent the following:
____Owner | | ____Co-Owner | | A copy of the prospectus of Greenbacker Renewable Energy Company LLC has been delivered or made available to me. In addition, I acknowledge that from time to time following the escrow period, the purchase price per share may change and I can access this information through Greenbacker Renewable Energy Company LLC’s website. |
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____Owner | | ____Co-Owner | | I have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles) of at least $250,000 or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000, and, if applicable, I meet the higher net worth and gross income requirements imposed by my state of primary residence as set forth in the Prospectus under “Suitability Standards.” |
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____Owner | | ____Co-Owner | | I acknowledge that there is no public market for the shares and, thus, my investment in shares is not liquid. |
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____Owner | | ____Co-Owner | | I am purchasing the shares for the account referenced above. |
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____Owner | | ____Co-Owner | | I acknowledge that I will not be admitted as a shareholder until my investment has been accepted. The acceptance process includes, but is not limited to, reviewing the Subscription Agreement for completeness and signatures, conducting an Anti- Money Laundering check as required by the USA Patriot Act and payment of the full purchase price of the shares. |
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____Owner | | ____Co-Owner | | California: In addition to the minimum suitability standards listed above, a California investor’s maximum investment in the Issuer may not exceed 10% of such investor’s net worth. |
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____Owner | | ____Co-Owner | | Idaho:In addition to the minimum suitability standards listed above, an Idaho investor’s total investment in the company shall not exceed 10% of his or her liquid net worth. Liquid net worth is defined as that portion of net worth consisting of cash, cash equivalents and readily marketable securities. |
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____Owner | | ____Co-Owner | | Iowa:Iowa investors must have either, (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $100,000, or (b) a minimum liquid net worth of at least $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consist of cash, cash equivalents and readily marketable securities. In addition, an Iowa investor’s aggregate investment in the company, shares of the company’s affiliates, and other non exchange traded direct participation programs may not exceed ten percent (10%) of his or her liquid net worth. Accredited investors in Iowa, as defined in 17 C.F.R. Section 230.501 of the 1933 Securities and Exchange Act, are not subject to the 10% investment limitation. |
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____Owner | | ____Co-Owner | | Kansas: It is recommended by the Office of the Securities Commissioner of Kansas that Kansas investors limit their aggregate investment in us, the shares of our affiliates and other publicly offered direct participation programs to not more than 10% of their liquid net worth. For these purposes, liquid net worth shall be defined as that portion of total net worth (total assets minus liabilities) that is comprised of cash, cash equivalents and readily marketable securities. |
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____Owner | | ____Co-Owner | | Kentucky: In addition to the minimum suitability standards described above, no Kentucky resident shall invest more than 10% of his or her liquid net worth (cash, cash equivalents and readily marketable securities) in us or the shares of our affiliates. |
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____Owner | | ____Co-Owner | | Maine: The Maine Office of Securities recommends that an investor’s aggregate investment in this offering and similar direct participation investments not exceed 10% of the investor’s liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents, and readily marketable securities. |
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____Owner | | ____Co-Owner | | Michigan: It is recommended by the Michigan Securities Division that Michigan citizens not invest more than 10% of theirliquid net worth in the shares. Liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities that may be converted into cash within one year. |
CURRENT FORM AS OF 3/20/17 VERSION AE
9. | Subscriber Signatures, continued |
____Owner | | ____Co-Owner | | Nebraska:In addition to the suitability standards above, the aggregate investment in the company and in other similar non-publicly traded securities must not exceed 10% of the investor’s net worth. Accredited investors in Nebraska, as defined in 17 C.F.R. § 230.501, are not subject to this limitation. |
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____Owner | | ____Co-Owner | | New Jersey:In addition to the minimum suitability standards described above, New Jersey investors must have either, (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of at least $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consists of cash, cash equivalents and readily marketable securities. In addition, a New Jersey investor’s investment in the company, its affiliates, and other non-publicly traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of his or her liquid net worth. |
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____Owner | | ____Co-Owner | | New Mexico: In addition to the minimum suitability standards described above, an investment in the shares, its affiliates andother similar non-traded direct participation programs by a New Mexico resident may not exceed ten percent (10%) of the New Mexico resident’s liquid net worth. |
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____Owner | | ____Co-Owner | | North Dakota:North Dakota investors must represent that, in addition to the standards listed above, they have a net worth of at least ten times their investment in the shares. |
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____Owner | | ____Co-Owner | | Oklahoma: In addition to the minimum suitability standards described above, an investment by Oklahoma investors should not exceed 10% of their net worth (not including home, home furnishings and automobiles). |
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____Owner | | ____Co-Owner | | Oregon: In addition to the minimum suitability standards described above, an investment by an Oregon resident may not exceed 10 percent (10%) of the Oregon resident’s liquid net worth. |
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____Owner | | ____Co-Owner | | Pennsylvania: Because the minimum closing amount is less than $80,000,000, you are cautioned to carefully evaluate theprograms ability to fully accomplish its stated objectives and to inquire as to the current dollar volume of program subscriptions. |
| | | | |
____Owner | | ____Co-Owner | | Tennessee:In addition to meeting the general suitability standards stated above, Tennessee investors who are not accredited investors may not invest more than ten percent (10%) of their liquid net worth (exclusive of home, home furnishings, and automobiles) in the company. |
| | | | |
____Owner | | ____Co-Owner | | Vermont:Accredited investors in Vermont, as defined in 17 C.F.R. § 230.501, may invest freely in this offering. In addition to the suitability standards described above, non-accredited Vermont investors may not purchase an amount in this offering that exceeds 10% of the investor’s liquid net worth. For these purposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings, or automobiles) minus total liabilities. |
9a. | Subscriber Acknowledgements & Signatures |
See Guidelines for U.S. Taxpayer Certifications (the “guidelines”) in Section 9a of the attached Investor Instructions to this Subscription Agreement for the guidelines on how to complete Section 9a.
| | INFORMATION REQUIRED BELOW |
Certification
Exempt payee code(If any) | | Exemption from FATCA reporting code(If any) | |
| | (Applies to accounts maintained outside the U.S.) | |
| ![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_subscription.jpg) | SELECTION REQUIRED BELOW |
You must check the box in item 2 below next to the statement that applies to you.
Under penalties of perjury, I certify that:
| 1. | The number shown in Section 4 of this Subscription Agreement is my correct taxpayer identification number, and |
2. | ¨ | I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, or |
| ¨ | I am subject to backup withholding because I have been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, and |
| 3. | I am a U.S. citizen or other U.S. person (as defined in the Guidelines), and |
| 4. | The FATCA code(s) entered on this form (if any) indicating I am exempt from FATCA reporting is correct. |
9a. | Subscriber Acknowledgements & Signatures, continued |
WE INTEND TO ASSERT THE FOREGOING REPRESENTATION AS A DEFENSE IN ANY SUBSEQUENT LITIGATION WHERE SUCH ASSERTION WOULD BE RELEVANT. AS USED ABOVE, THE SINGULAR INCLUDES THE PLURAL IN ALL RESPECTS IF SHARES ARE BEING ACQUIRED BY MORE THAN ONE PERSON. THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS THEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS. BY EXECUTING THIS SUBSCRIPTION AGREEMENT, THE SUBSCRIBER HEREBY DECLARES THE INFORMATION SUPPLIED ABOVE IS TRUE AND CORRECT AND MAY BE RELIED UPON BY GREC IN CONNECTION WITH THE SUBSCRIBER’S INVESTMENT IN GREC.
THE SUBSCRIBER DOES NOT WAIVE ANY RIGHTS IT MAY HAVE UNDER THE SECURITIES ACT OF 1933, THE SECURITIES EXCHANGE ACT OF 1934 OR ANY STATE SECURITIES LAW BY EXECUTING THIS SUBSCRIPTION AGREEMENT. A SALE OF SHARES MAY NOT BE COMPLETED UNTIL THE SUBSCRIBER HAS BEEN IN RECEIPT OF THE FINAL PROSPECTUS FOR GREC FOR AT LEAST FIVE (5) BUSINESS DAYS.
THE SUBSCRIBER WILL NOT BE ADMITTED AS A STOCKHOLDER OF GREC UNTIL THIS SUBSCRIPTION AGREEMENT HAS BEEN ACCEPTED BY GREC. GREC MAY REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART, SO LONG AS SUCH PARTIAL ACCEPTANCE OR REJECTION DOES NOT RESULT IN AN INVESTMENT OF LESS THAN THE MINIMUM AMOUNT SPECIFIED IN THE PROSPECTUS. SUBSCRIPTIONS WILL BE ACCEPTED OR REJECTED WITHIN 30 DAYS OF THEIR RECEIPT. GREC WILL ACCEPT SUBSCRIPTIONS IN GOOD ORDER NO LESS FREQUENTLY THAN MONTHLY, SUBJECT TO THE TERMS OF THE CURRENT PROSPECTUS. IF GREC REJECTS THE SUBSCRIBER’S SUBSCRIPTION, THE PURCHASE PRICE WILL BE RETURNED TO THE SUBSCRIBER WITHIN TEN(10) BUSINESS DAYS AFTER THE REJECTION OF THE SUBSCRIPTION. IF THE SUBSCRIBER’S SUBSCRIPTION IS ACCEPTED, THE SUBSCRIBER WILL BE SENT A CONFIRMATION OF ITS PURCHASE AFTER THE SUBSCRIBER HAS BEEN ADMITTED AS A STOCKHOLDER.
CURRENT FORM AS OF 3/20/17 VERSION AE
9a. | Subscriber Acknowledgements & Signatures, continued |
IN ORDER TO HAVE THIS AGREEMENT EXECUTED, THE INVESTOR(S) MUST SIGN THIS SECTION
For GREC, if the investor signing below is acquiring the shares through an IRA or will otherwise beneficially hold the shares through a Custodian or Trustee, the investor also authorizes GREC to receive (on behalf of the investor) authorization for the investor to act as proxy for the Custodian or Trustee. This authorization coupled with the Custodian or Trustee authorization below is intended to permit the investor to vote his or her shares even though the investor is not the record holder of the shares. Signing Section 9a will not constitute an execution of this Subscription Agreement.
Owner Signature | Date |
| |
Co-Owner Signature(If applicable) | Date |
AUTHORIZATION: FOR AUTHORIZED REPRESENTATIVE OF CUSTODIAN USE ONLY
Signature of Custodian(s) or Trustee(s): By signing this Subscription Agreement, the Custodian authorizes the investor to vote the number of shares of GREC that are beneficially owned by the investor as reflected on the records of GREC as of the applicable record date at any meeting of the shareholders of GREC. This authorization shall remain in place until revoked in writing by the Custodian. GREC is hereby authorized to notify the investor of his or her right to vote consistent with this authorization.
Authorized Signature(Custodian or Trustee) | Date |
10. | Check & Mailing Instructions |
For Non-Custodial Accounts:Please mail a completed original Subscription Agreement along with a check and the appropriate documents outlined in Sections 1 and 2 of this Subscription Agreement, to the appropriate address as outlined below.
For Custodial Accounts:Please mail a completed original Subscription Agreement directly to the custodian, along with your check and the appropriate documents outlined inSections 1 and 2 of this Subscription Agreement.
PLEASE NOTE:Only original, completed copies of the Subscription Agreement can be accepted. We cannot accept photocopied or otherwise duplicated Subscription Agreements.
| Greenbacker Renewable Energy Company Investors:The Subscription Agreement, together with a check made payable to “Greenbacker Renewable Energy Company” forthe full purchase price, should be delivered to the address below. |
| Regular Mail | | Overnight Mail | | Subscription Agreements may be faxed to: | | | Payment may be wired to: |
| Investment Processing Department | | Investment Processing Department | | 855.223.2474 | | | UMB Bank, N.A. |
| c/o DST Systems, Inc. | | c/o DST Systems, Inc. | | | | | 1010 Grand Boulevard, 4th Floor |
| PO BOX 219731 | | 430 W. 7th Street | | | | | Kansas City, MO 64106 |
| Kansas City, MO 64121-9731 | | Kansas City, MO 64105-1407 | | | | | ABA #: 101000695 |
| | | | | | | | Account #: 9871916944 |
| | | | | | | | FAO: (Include Account Title) |
| Greenbacker Renewable Energy Company Investors in Pennsylvania:Until we have raised the minimum offering amount required in the state of Pennsylvania, the Subscription Agreement, together with a check made payable to “UMB Bank, N.A., as Escrow Agent for Greenbacker Renewable Energy Company, LLC” for the full purchase price, should be delivered by your Broker-Dealer or Registered Investment Advisor, as applicable, to the UMB Bank address below. Please refer to the “Suitability Standards-Notice to Residents of Pennsylvania Only” section of the Prospectus for additional information regarding the Pennsylvania escrow requirements. |
| Regular Mail | | Overnight Mail | | Subscription Agreements may be faxed to: | | | Payment may be wired to: |
| UMB Bank, N.A. as Escrow Agent | | UMB Bank, N.A. as Escrow Agent for | | 855.223.2474 | | | UMB Bank, N.A. |
| for Greenbacker Renewable Energy | | Greenbacker Renewable Energy | | | | | 1010 Grand Boulevard, 4th Floor |
| Company LLC | | Company LLC | | | | | Kansas City, MO 64106 |
| c/o DST Systems, Inc. | | c/o DST Systems, Inc. | | | | | ABA #: 101000695 |
| PO BOX 219731 | | 430 W. 7th Street | | | | | Account #: 9872323548 |
| Kansas City, MO 64121-9731 | | Kansas City, MO 64105-1407 | | | | | FAO: (Include Account Title) |
Should you have any questions or concerns and require customer service to handle your request or inquiry, please contact our transfer agent at:
Investment Processing Department
c/o DST Systems, 430 W. 7th St., Kansas City, MO 64105
Investors: 888.292.3178
Financial Advisors: 877.907.1148
CURRENT FORM AS OF 3/20/17 VERSION AE
Investor Instructions
(not required to be returned with Subscription Agreement)
Please follow these instructions carefully. Failure to do so could result in the rejection of your subscription.
PLEASE NOTE: We do not accept money orders, traveler’s checks, starter checks, foreign checks, counter checks, third party checks or cash.
You must initially invest at least $2,000 in our shares to be eligible to participate in this offering. In order to satisfy this minimum purchase requirement, unless otherwise prohibited by state law, a husband and wife may jointly contribute funds from their separate IRAs, provided that each such contribution is made in increments of $100. You should note that an investment in our shares will not, in itself, create a retirement plan and that, in order to create a retirement plan, you must comply with all applicable provisions of the IRS Code. If you have satisfied the applicable minimum purchase requirement, any additional purchase must be at least $500. The investment minimum for subsequent purchases does not apply to shares purchased pursuant to our distribution reinvestment plan.
Please consult with your financial representative and check the appropriate box to indicate the class of shares you intend to purchase.
2. | | Enter Account Type - Check One Box Only |
Please check the appropriate box to indicate the account type of the subscription.
* Transfer on Death (TOD): Investors who qualify may elect Transfer on Death (TOD) registration for such investment account. TOD registration is designed to give an owner/investor of securities the option of a nonprobate transfer at death of the assets held in the account by designating proposed beneficiary(ies) to receive the account assets upon the owner/ investor’s death. TOD registration is available only for owner(s)/investor(s) who are (i) a natural person or (ii) two natural persons holding the account as Tenants by the Entirety or (iii) two or more natural persons holding the account as Joint Tenants with Right of Survivorship or (iv) a married couple holding the account as community property with right of survivorship. The following forms of ownership are ineligible for TOD registration: Tenants in Common, community property without survivorship, non-natural account owners (i.e., entities such as corporations, trusts or partnerships), and investors who are not residents of a state that has adopted the Uniform Transfer on Death Security Registration Act.
Investors who are plan participants under a registered IRA, Keogh, Qualified Pension Plan or Qualified Profit Sharing Plan program may be eligible to purchase such investment through such accounts. No representations are made, and the offeror disclaims any responsibility or liability to the plan custodian, plan administrators, plan participants, investors, or beneficiaries thereof as to the tax ramifications of such investment, the suitability or eligibility of such investment under the respective plan, or that such Investment comports with ERISA, Internal Revenue Service or other governmental rules and regulations pertaining to such plan investments and rights thereunder. A separate private investment form or similar documentation from the Plan Custodian/ Administrator and plan participants/investors is required for investment through these types of accounts.
3. | | Enter Investment Title |
All investors must complete the space provided for taxpayer identification number or social security number. By signing in Section 9a, you are certifying that this number is correct.
Please print the exact name(s) in which shares are to be registered. Include the trust/entity name, if applicable. If the account is Qualified, include the names and taxpayer identification numbers of the investor and the custodian or trustee.
4. | | Enter Investor Information |
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including Greenbacker Renewable Energy Company, to obtain, verify and record information that identifies each person who opens an account or person(s) authorized to effect transactions in an account. When you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. Some or all of this information will be used to verify the identity of all persons opening an account.
Enter the name(s), mailing address and telephone numbers of the registered owner of the investment.
You must include a permanent street address even if your mailing address is a P.O. Box. If the investment is to be held by joint owners you must provide the requested investor information for each joint owner.
All investors must provide a taxpayer identification number or social security number. By signing in Section 9a, you are certifying that this number is correct.
Primary Investor is: Individual, Trust/Qualified Plan, Entity, Minor (UGMA/UTMA)
Secondary Investor is: Additional Accountholder, Trustee, Officer/Authorized Signer, Custodian (UGMA/UTMA)
5. | | Enter Third Party Custodian/Trustee Information |
Make checks payable to the custodian and send ALL paperwork directly to the custodian.
If you would like to purchase shares through an IRA account, First Trust Retirement has agreed to act as IRA custodians for such purpose; however, we do not require that you use our IRA custodian.
If you wish to purchase shares through an IRA, and would like to establish an IRA account for this purpose, First Trust Retirement has agreed to serve as IRA custodian for such purpose. Greenbacker Renewable Energy Company will pay the first-year annual IRA maintenance fees of such accounts with First Trust Retirement. Thereafter, investors will be responsible for the annual IRA maintenance fees which are currently $25 per account per year. A separate IRA application from First Trust Retirement must be completed and can be found in the Greenbacker Renewable Energy Company Combined/Traditional Roth Package. Further information about custodial services is also available through your financial representative or our dealer-manager.
Complete this section if the registered owner of the investment will be a Custodian Plan or Trust.
6. | | Enter Distribution Information |
CURRENT FORM AS OF 3/20/17 VERSION AE
7. | | Enter Broker-Dealer and Financial Advisor Information |
PLEASE NOTE: The Broker-Dealer or Financial Advisor must complete and sign this section of the Subscription Agreement. All fields are mandatory.
Required Representations: By signing Section 7, the Financial Advisor confirms on behalf of the Broker-Dealer that he or she:
| • | has discussed the investor’s prospective purchase of shares with such investor; |
| • | has advised such investor of all fundamental risks related to the investment in the shares, and the risk that the investor could lose his or her entire investment in the shares; |
| • | has reasonable grounds to believe the investor is purchasing these shares for the account referenced in Section 5, and |
The Broker-Dealer is duly licensed and may lawfully offer and sell the shares in the state of sale designated as the investor’s principal place of residence or principal place of business, as applicable; and agrees to maintain records of the information used to determine that an investment in shares is suitable and appropriate for the investor for a period of six years.
Net of Commission Purchase (“NOCP”):NOCPs are available to registered associates and other employees of soliciting Broker-Dealer, GREC and their affiliates, participants in awrap account or commission replacement account with approval for a discount by the Broker-Dealer, RIA, bank trust account, etc. Representatives will not receive selling commission. Refer to prospectus for details.
RIA Submission:Check this box to indicate whether submission is made through a Registered Investment Advisor (RIA) in its capacity as the RIA and not in its capacity as a FinancialAdvisor, if applicable, whose agreement with the subscriber includes a fixed or “wrap” fee feature for advisory and related brokerage services. If an owner or principal or any member of the RIA firm is a FINRA licensed Financial Advisor affiliated with a Broker-Dealer, the transaction should be completed through that Broker-Dealer, not through the RIA.
8. | | Select Electronic Delivery (optional) |
9. | | Subscriber Acknowledgements & Signatures |
You must initial ALL appropriate representations for GREC.
IMPORTANT: Please carefully read and separately initial each of the representations.Except in the case of fiduciary accounts, you may not grant any person a power of attorneyto make such representations on your behalf.
9a. | | Subscriber Acknowledgements & Signatures |
By signing this Subscription Agreement, you agree to provide the information in Section 9 of such Agreement and confirm the information is true and correct. If we are unable to verify your identity or that of another person authorized to act on your behalf or if we believe we have identified potential criminal activity, we reserve the right to take action as we deem appropriate, including, but not limited to, closing your account or refusing to establish your account.
| | Guidelines for U.S. Taxpayer Certifications |
Definition of a U.S. Person- For U.S. federal tax purposes, you are considered a U.S. person if you are:
| • | An individual who is a U.S. citizen or U.S. resident alien, |
| • | A partnership, corporation, company or association created or organized in the United States or under the laws of the United States, |
| • | An estate (other than a foreign estate), or |
| • | A domestic trust (as defined in Treasury Regulations section 301.7701-7). |
What Number to Give the Requester -Social Security numbers (‘SSN’) have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers (‘EIN’) havenine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All ‘Section’ references are to the Internal Revenue Code of 1986, as amended.
For this type of account: | | Give the SSN of: |
| | | |
1. | An individual’s account | | The individual |
2. | Two or more individuals (Joint account) | | The actual owner of the account or, if combined funds, the first individual on the account(1) |
3. | Custodian account of a minor (Uniform Gift to Minors Act) | | The minor(2) |
4. | (a) The usual revocable savings trust account (grantor also is trustee) | | The grantor-trustee(1) |
| (b) So-called trust account that is not a legal or valid trust under State law | | The actual owner(1) |
5. | Sole proprietorship or disregarded entity owned by an individual | | The owner(3) |
6. | Grantor trust filing under Optional Form 1099 Filing Method 1 (see, Regulations section 1.671-4(b)(2)(i)(A)) | | The grantor(4) |
For this type of account: | | Give the SSN of: |
| | | |
7. | Disregarded entity not owned by an individual | | The owner(3) |
8. | A valid trust, estate, or pension trust | | The legal entity(5) |
9. | Corporate or LLC electing corporate status on Form 8832 or Form 2553 | | The corporation |
10. | Association, club, religious, charitable, educational, or other tax-exempt organization | | The organization |
11. | Partnership or multi-member LLC | | The partnership or LLC |
12. | Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments | | The public entity |
13. | A broker or registered nominee | | The broker or nominee |
14. | Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see, Regulations section 1.671-4(b)(2)(i)(B)) | | The trust |
CURRENT FORM AS OF 3/20/17 VERSION AE
| | Guidelines for U.S. Taxpayer Certifications, continued |
| (1) | List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. |
| (2) | Circle the minor’s name and furnish the minor’s SSN. |
| (3) | You must show your individual name and you also may enter your business or ‘DBA’ name on the second name line. You may use either your SSN or TIN (if you have one). If you are a sole proprietor, the IRS encourages you to use your SSN. |
| (4) | Note: Grantor also must provide a Form W-9 to trustee of trust. |
| (5) | List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) |
Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
Obtaining a Number
If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov/forms/ss-5.pdf. You also may get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
Payees Exempt from Backup Withholding and/or FATCA Reporting
If you are exempt from backup withholding and/or FATCA reporting, enter in Section 9a, any code(s) that may apply to you.
Exempt Payee Code
Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.
The following codes identify payees that are exempt from backup withholding:
| 1. | An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401 (f )(2) |
| 2. | The United States or any of its agencies or instrumentalities |
| 3. | A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions, agencies or instrumentalities |
| 4. | A foreign government or any of its political subdivisions, agencies, or instrumentalities |
| 6. | A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession |
| 7. | A futures commission merchant registered with the Commodity Futures Trading Commission |
| 8. | A real estate investment trust |
| 9. | An entity registered at all times during the tax year under the Investment Company Act of 1940 |
| 10. | A common trust fund operated by a bank under section 584(a) |
| 11. | A financial institution |
| 12. | A middleman known in the investment community as a nominee or custodian |
| 13. | A trust exempt from tax under section 664 or described in section 4947 |
For interest and dividends, all listed payees are exempt except payees listed in category 7. For broker transactions, payees listed in categories 1 through 4 and 6 through 11 and all C corporations are exempt. For broker transactions, S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Exempt payees described above should complete Section 9a to avoid possible erroneous backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER AND ANY APPLICABLE EXEMPT PAYEE CODE, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Exemption from FATCA Reporting Code.The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form foraccounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements.
A – An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)
B – The United States or any of its agencies or instrumentalities
C – A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions, agencies, or instrumentalities
D – A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i)
E – A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i)
F – A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state
G – A real estate investment trust
H – A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940
I – A common trust fund as defined in section 584(a)
J – A bank as defined in section 581
K – A broker
L – A trust exempt from tax under section 664 or described in section 4947
M – A tax exempt trust under a section 403(b) plan or section 457(g) plan
Privacy Act Notice
Section 6109 requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS also may provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia and U.S. possessions to carry out their tax laws. The IRS also may disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties also may apply.
Penalties
| • | Failure to Furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. |
| • | Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty. |
| • | Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. |
| • | Misuse of TINs. If the requester discloses or uses taxpayer identification numbers in violation of Federal law, the payer may be subject to civil and criminal penalties. |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img1_additinal.jpg)
Additional Subscription Agreement
This form may be used by any current investor in Greenbacker Renewable Energy Company who desires to purchase additional shares of Greenbacker Renewable Energy Company. Investors who acquired shares through a transfer of ownership or transfer of death and wish to make additional investments must complete the Greenbacker Renewable Energy Company Subscription Agreement.
Please note that the distribution payments on the additional shares will be applied in the same manner as indicated in the Greenbacker Renewable Energy Company Subscription Agreement unless you indicate otherwise by requesting and attaching an Account Update Form and specifying a different distribution option.
All investments are subject to suitability standards, see corresponding prospectus and Section 5 herein.
Amount of Subscription | | | State of Sale | |
Minimum Additional Investment is $500.
Money Orders, Traveler’s Checks, Starter Checks, Foreign Checks, Counter Checks, Third-Party Checks or Cash cannot be accepted.
Payment will be made with: | ¨ Enclosed Check | ¨ Funds Wired | ¨ Funds to Follow - Name of Institution | |
| ¨ | Volume Discount*: Check this box ONLY after discussion with your Broker-Dealer. Please provide a separate request in writing that sets forth the basis for receiving a volume discount as set forth in the appropriate prospectus. |
*Any combination request will be subject to our verification that the subscriptions to be combined are made by a single qualifying purchaser. Please see “Volume Discounts” section of the prospectus for further information on volume discount qualifications.
3. | Investor Information - SSN or TIN Required |
Please print name in which shares are registered. |
|
Title Line 1 |
|
Title Line 2 |
|
Primary SSN/TIN | | Secondary SSN/TIN |
Primary Investor is:Individual, Trust/Qualified Plan, Entity, Minor (UGMA/UTMA) |
|
Secondary Investor is: Additional Accountholder, Trustee, Officer/Authorized Signer, Custodian (UGMA/UTMA) |
| | | |
Primary Investor Name | SSN/TIN | | DOB |
| | | |
Secondary Investor Name | SSN/TIN | | DOB |
Please indicate if mailing address has changed since initial investment in Greenbacker Renewable Energy Company If “yes”, please print new address below: | | ¨ Yes | ¨ No |
| | | |
Street Address | | | |
| | | |
City | State | | Zip Code |
| NOTE: | Any and all U.S. taxpayers are required to complete Section 5a. (If a foreign national is, in fact, a U.S. taxpayer, complete Section 5a.) Please refer to the Guidelines for U.S. Taxpayer Certifications in Section 5b. regarding your SSN or TIN. |
CURRENT FORM AS OF 3/15/17 VERSION U | ![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img2_additinal.jpg) |
4. | Broker-Dealer and Financial Advisor Information |
Broker-Dealer Name | | | | |
| | | | |
Financial Advisor’s Name | | Rep Number | | |
| | | | |
Financial Advisor’s Firm Name | | Branch ID | | |
| | | | |
Financial Advisor’s Address | | | | |
| | | | |
Financial Advisor’s City | | State | | ZIP |
| | | | |
Financial Advisor’s Phone | | Financial Advisor’s Fax | | |
| | | | |
Financial Advisor’s E-Mail Address | | | | |
This Subscription was made as follows: | | |
| | |
¨ Through a participating Broker-Dealer ¨ Through a participating RIA unaffiliated with a participating Broker-Dealer | ¨ | Shares are being purchased net of commissions (Class A shares and Class C shares only for GREC) |
Based on the information I obtained from the investor regarding the investor’s financial situation and investment objectives, I hereby certify to GREC, that I have reasonable grounds to believe that the purchase of the shares by the investor is suitable for this investor and such investor has sufficient net worth and is in a position to realize the benefits of an investment in the shares, and further that I have (a) informed the investor of all aspects of liquidity and marketability of this investment, including the restrictions on transfers of the shares, (b) delivered the Prospectus to the investor the requisite number of days prior to the date that the investor will deliver this Subscription Agreement to the issuer as specified under the laws of the investor’s principal state of residence or principal state of business, as applicable, (c) verified the identity of the investor through appropriate methods and will retain proof of such verification process as required by applicable law, and (d) verified that the investor and the registered owner do not appear on the Office of Foreign Assets Control list of foreign nations, organizations and individuals subject to economic and trade sanctions.
If a Registered Associate of a FINRA member firm or a Registered Investment Advisor, I hereby certify that I am properly licensed and I am registered in the state of sale. State of sale is defined as the investor’s principal place of residence or principal place of business, as applicable.
Signature of Financial Advisor | Date |
| |
Branch Manager Signature(if required by Broker-Dealer) | Date |
By executing the Subscription Agreement, the undersigned hereby agrees to be bound by the terms of the limited liability operating agreement and any amendments or supplements thereto or cancellations thereof and authorizes Greenbacker Renewable Energy Company to make all filings of any and all certificates, instruments, agreements or other documents, whether related to the limited liability agreement or otherwise, as may be required or advisable under the laws of the State of Delaware.
Please separately initial each of the representations below. Except in the case of fiduciary accounts, you may not grant any person or power of attorney to make such representations on your behalf. I hereby acknowledge and/or represent the following:
____Owner | | ____Co-Owner | | A copy of the prospectus of Greenbacker Renewable Energy Company LLC has been delivered or made available to me. Inaddition, I acknowledge that from time to time following the escrow period, the purchase price per share may change and Ican access this information through Greenbacker Renewable Energy Company LLC’s website. |
| | | | |
____Owner | | ____Co-Owner | | I have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles) of at least $250,000 or (ii)a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000,and, if applicable, I meet the higher net worth and gross income requirements imposed by my state of primary residence asset forth in the Prospectus under “Suitability Standards.” |
| | | | |
____Owner | | ____Co-Owner | | I acknowledge that there is no public market for the shares and, thus, my investment in shares is not liquid. |
| | | | |
____Owner | | ____Co-Owner | | I am purchasing the shares for the account referenced above. |
| | | | |
____Owner | | ____Co-Owner | | I acknowledge that I will not be admitted as a shareholder until my investment has been accepted. The acceptance processincludes, but is not limited to, reviewing the Subscription Agreement for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA Patriot Act and payment of the full purchase price of the shares. |
| | | | |
____Owner | | ____Co-Owner | | California: In addition to the minimum suitability standards listed above, a California investor’s maximum investment in theIssuer may not exceed 10% of such investor’s net worth. |
| | | | |
____Owner | | ____Co-Owner | | Idaho:In addition to the minimum suitability standards listed above, an Idaho investor’s total investment in the company shall not exceed 10% of his or her liquid net worth. Liquid net worth is defined as that portion of net worth consisting of cash, cash equivalents and readily marketable securities. |
| | | | |
____Owner | | ____Co-Owner | | Iowa: Iowa investors must have either, (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $100,000, or (b) a minimum liquid net worth of at least $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consist of cash, cash equivalents and readily marketable securities. In addition, an Iowa investor’s aggregate investment in the company, shares of the company’s affiliates, and other non exchange traded direct participation programs may not exceed ten percent (10%) of his or her liquid net worth. Accredited investors in Iowa, as defined in 17 C.F.R. Section 230.501 of the 1933 Securities and Exchange Act, are not subject to the 10% investment limitation. |
| | | | |
____Owner | | ____Co-Owner | | Kansas: It is recommended by the Office of the Securities Commissioner of Kansas that Kansas investors limit their aggregate investment in us, the shares of our affiliates and other publicly offered direct participation programs to not more than 10% of their liquid net worth. For these purposes, liquid net worth shall be defined as that portion of total net worth (total assets minus liabilities) that is comprised of cash, cash equivalents and readily marketable securities. |
| | | | |
____Owner | | ____Co-Owner | | Kentucky: In addition to the minimum suitability standards described above, no Kentucky resident shall invest more than 10%of his or her liquid net worth (cash, cash equivalents and readily marketable securities) in us or the shares of our affiliates. |
CURRENT FORM AS OF 3/15/17 VERSION U | |
5. | Subscriber Signatures, continued |
____Owner | | ____Co-Owner | | Maine: The Maine Office of Securities recommends that an investor’s aggregate investment in this offering and similar direct participation investments not exceed 10% of the investor’s liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents, and readily marketable securities. |
| | | | |
____Owner | | ____Co-Owner | | Michigan: It is recommended by the Michigan Securities Division that Michigan citizens not invest more than 10% of theirliquid net worth in the shares. Liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities that may be converted into cash within one year. |
| | | | |
____Owner | | ____Co-Owner | | Nebraska:In addition to the suitability standards above, the aggregate investment in the company and in other similar non-publicly traded securities must not exceed 10% of the investor’s net worth. Accredited investors in Nebraska, as defined in 17 C.F.R. § 230.501, are not subject to this limitation. |
| | | | |
____Owner | | ____Co-Owner | | New Jersey: In addition to the minimum suitability standards described above, New Jersey investors must have either, (a)a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) aminimum liquid net worth of at least $350,000. For these purposes, “liquid net worth” is defined as that portion of networth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consists of cash, cashequivalents and readily marketable securities. In addition, a New Jersey investor’s investment in the company, its affiliates,and other non-publicly traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of his or her liquid net worth. |
| | | | |
____Owner | | ____Co-Owner | | New Mexico: In addition to the minimum suitability standards described above, an investment in the shares, its affiliates and other similar non-traded direct participation programs by a New Mexico resident may not exceed ten percent (10%) of the New Mexico resident’s liquid net worth. |
| | | | |
____Owner | | ____Co-Owner | | North Dakota: North Dakota investors must represent that, in addition to the standards listed above, they have a net worth of at least ten times their investment in the shares. |
| | | | |
____Owner | | ____Co-Owner | | Oklahoma: In addition to the minimum suitability standards described above, an investment by Oklahoma investors shouldnot exceed 10% of their net worth (not including home, home furnishings and automobiles). |
| | | | |
____Owner | | ____Co-Owner | | Oregon: In addition to the minimum suitability standards described above, an investment by an Oregon resident may notexceed 10 percent (10%) of the Oregon resident’s liquid net worth. |
| | | | |
____Owner | | ____Co-Owner | | Pennsylvania: Because the minimum closing amount is less than $80,000,000, you are cautioned to carefully evaluate the programs ability to fully accomplish its stated objectives and to inquire as to the current dollar volume of program subscriptions. |
| | | | |
____Owner | | ____Co-Owner | | Tennessee:In addition to meeting the general suitability standards stated above, Tennessee investors who are not accredited investors may not invest more than ten percent (10%) of their liquid net worth (exclusive of home, home furnishings, and automobiles) in the company. |
| | | | |
____Owner | | ____Co-Owner | | Vermont:Accredited investors in Vermont, as defined in 17 C.F.R. § 230.501, may invest freely in this offering. In addition to the suitability standards described above, non-accredited Vermont investors may not purchase an amount in this offering that exceeds 10% of the investor’s liquid net worth. For these purposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings, or automobiles) minus total liabilities. |
5a. | Subscriber Acknowledgements & Signatures |
See Guidelines for U.S. Taxpayer Certifications (the “guidelines”) in Section 5b of below for the guidelines on how to complete Section 5a.
| > | INFORMATION REQUIRED BELOW |
Certification
Exempt payee code(If any) | | Exemption from FATCA reporting code(If any) | |
| | (Applies to accounts maintained outside the U.S.) | |
| > | SELECTION REQUIRED BELOW |
You must check the box in item 2 below next to the statement that applies to you.
Under penalties of perjury, I certify that:
| 1. | The number shown in Section 3 of this Subscription Agreement is my correct taxpayer identification number, and |
2. | ¨ | I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, or |
| ¨ | I am subject to backup withholding because I have been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, and |
| 3. | I am a U.S. citizen or other U.S. person (as defined in the Guidelines), and |
| 4. | The FATCA code(s) entered on this form (if any) indicating I am exempt from FATCA reporting is correct. |
CURRENT FORM AS OF 3/15/17 VERSION U | |
5a. | Subscriber Acknowledgements & Signatures, continued |
WE INTEND TO ASSERT THE FOREGOING REPRESENTATION AS A DEFENSE IN ANY SUBSEQUENT LITIGATION WHERE SUCH ASSERTION WOULD BE RELEVANT. AS USED ABOVE, THE SINGULAR INCLUDES THE PLURAL IN ALL RESPECTS IF SHARES ARE BEING ACQUIRED BY MORE THAN ONE PERSON. THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS THEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS. BY EXECUTING THIS SUBSCRIPTION AGREEMENT, THE SUBSCRIBER HEREBY DECLARES THE INFORMATION SUPPLIED ABOVE IS TRUE AND CORRECT AND MAY BE RELIED UPON BY GREC IN CONNECTION WITH THE SUBSCRIBER’S INVESTMENT IN GREC.
THE SUBSCRIBER DOES NOT WAIVE ANY RIGHTS IT MAY HAVE UNDER THE SECURITIES ACT OF 1933, THE SECURITIES EXCHANGE ACT OF 1934 OR ANY STATE SECURITIES LAW BY EXECUTING THIS SUBSCRIPTION AGREEMENT. A SALE OF SHARES MAY NOT BE COMPLETED UNTIL THE SUBSCRIBER HAS BEEN IN RECEIPT OF THE FINAL PROSPECTUS FOR GREC FOR AT LEAST FIVE (5) BUSINESS DAYS.
THE SUBSCRIBER WILL NOT BE ADMITTED AS A STOCKHOLDER OF GREC UNTIL THIS SUBSCRIPTION AGREEMENT HAS BEEN ACCEPTED BY GREC. GREC MAY REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART, SO LONG AS SUCH PARTIAL ACCEPTANCE OR REJECTION DOES NOT RESULT IN AN INVESTMENT OF LESS THAN THE MINIMUM AMOUNT SPECIFIED IN THE PROSPECTUS. SUBSCRIPTIONS WILL BE ACCEPTED OR REJECTED WITHIN 30 DAYS OF THEIR RECEIPT. GREC WILL ACCEPT SUBSCRIPTIONS IN GOOD ORDER NO LESS FREQUENTLY THAN MONTHLY, SUBJECT TO THE TERMS OF THE CURRENT PROSPECTUS. IF GREC REJECTS THE SUBSCRIBER’S SUBSCRIPTION, THE PURCHASE PRICE WILL BE RETURNED TO THE SUBSCRIBER WITHIN TEN(10) BUSINESS DAYS AFTER THE REJECTION OF THE SUBSCRIPTION. IF THE SUBSCRIBER’S SUBSCRIPTION IS ACCEPTED, THE SUBSCRIBER WILL BE SENT A CONFIRMATION OF ITS PURCHASE AFTER THE SUBSCRIBER HAS BEEN ADMITTED AS A STOCKHOLDER.
IN ORDER TO HAVE THIS AGREEMENT EXECUTED, THE INVESTOR(S) MUST SIGN THIS SECTION
For GREC, if the investor signing below is acquiring the shares through an IRA or will otherwise beneficially hold the shares through a Custodian or Trustee, the investor also authorizes GREC to receive (on behalf of the investor) authorization for the investor to act as proxy for the Custodian or Trustee. This authorization coupled with the Custodian or Trustee authorization below is intended to permit the investor to vote his or her shares even though the investor is not the record holder of the shares. Signing Section 5a will not constitute an execution of this Subscription Agreement.
Owner Signature | Date |
| |
Co-Owner Signature (If applicable) | Date |
AUTHORIZATION: FOR AUTHORIZED REPRESENTATIVE OF CUSTODIAN USE ONLY
Signature of Custodian(s) or Trustee(s): By signing this Subscription Agreement, the Custodian authorizes the investor to vote the number of shares of GREC that are beneficially owned by the investor as reflected on the records of GREC as of the applicable record date at any meeting of the shareholders of GREC. This authorization shall remain in place until revoked in writing by the Custodian. GREC is hereby authorized to notify the investor of his or her right to vote consistent with this authorization.
Authorized Signature (Custodian or Trustee) | Date |
5b. | Guidelines for U.S. Taxpayer Certifications |
Definition of a U.S. Person- For U.S. federal tax purposes, you are considered a U.S. person if you are:
| • | An individual who is a U.S. citizen or U.S. resident alien, |
| • | A partnership, corporation, company or association created or organized in the United States or under the laws of the United States, |
| • | An estate (other than a foreign estate), or |
| • | A domestic trust (as defined in Treasury Regulations section 301.7701-7). |
What Number to Give the Requester -Social Security numbers (‘SSN’) have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers (“EIN’) havenine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All ‘Section’ references are to the Internal Revenue Code of 1986, as amended.
For this type of account: | | Give the SSN of: |
| | |
1. | An individual’s account | | The individual |
2. | Two or more individuals (Joint account) | | The actual owner of the account or, if combined funds, the first individual on the account(1) |
3. | Custodian account of a minor (Uniform Gift to Minors Act) | | The minor(2) |
4. | (a) The usual revocable savings trust account (grantor also is trustee) | | The grantor-trustee(1) |
| (b) So-called trust account that is not a legal or valid trust under State law | | The actual owner(1) |
5. | Sole proprietorship or disregarded entity owned by an individual | | The owner(3) |
6. | Grantor trust filing under Optional Form 1099 Filing Method 1 (see, Regulations section 1.671-4(b)(2)(i)(A)) | | The grantor(4) |
For this type of account: | | Give the SSN of: |
| | |
7. | Disregarded entity not owned by an individual | | The owner(3) |
8. | A valid trust, estate, or pension trust | | The legal entity(5) |
9. | Corporate or LLC electing corporate status on Form 8832 or Form 2553 | | The corporation |
10. | Association, club, religious, charitable, educational, or other tax-exempt organization | | The organization |
11. | Partnership or multi-member LLC | | The partnership or LLC |
12. | Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments | | The public entity |
13. | A broker or registered nominee | | The broker or nominee |
14. | Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see, Regulations section 1.671-4(b)(2)(i)(B)) | | The trust |
CURRENT FORM AS OF 3/15/17 VERSION U | |
5b. | Guidelines for U.S. Taxpayer Certifications, continued |
(1) | List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. |
(2) | Circle the minor’s name and furnish the minor’s SSN. |
(3) | You must show your individual name and you also may enter your business or ‘DBA’ name on the second name line. You may use either your SSN or TIN (if you have one). If you are a sole proprietor, the IRS encourages you to use your SSN. |
(4) | Note: Grantor also must provide a Form W-9 to trustee of trust. |
(5) | List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) |
Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
Obtaining a Number
If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov/forms/ss-5.pdf. You also may get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
Payees Exempt from Backup Withholding and/or FATCA Reporting
If you are exempt from backup withholding and/or FATCA reporting, enter in Section 5a, any code(s) that may apply to you.
Exempt Payee Code
Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.
The following codes identify payees that are exempt from backup withholding:
| 1. | An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401 (f )(2) |
| 2. | The United States or any of its agencies or instrumentalities |
| 3. | A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions, agencies or instrumentalities |
| 4. | A foreign government or any of its political subdivisions, agencies, or instrumentalities |
| 6. | A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession |
| 7. | A futures commission merchant registered with the Commodity Futures Trading Commission |
| 8. | A real estate investment trust |
| 9. | An entity registered at all times during the tax year under the Investment Company Act of 1940 |
| 10. | A common trust fund operated by a bank under section 584(a) |
| 11. | A financial institution |
| 12. | A middleman known in the investment community as a nominee or custodian |
| 13. | A trust exempt from tax under section 664 or described in section 4947 |
For interest and dividends, all listed payees are exempt except payees listed in category 7. For broker transactions, payees listed in categories 1 through 4 and 6 through 11 and all C corporations are exempt. For broker transactions, S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Exempt payees described above should complete Section 5a to avoid possible erroneous backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER AND ANY APPLICABLE EXEMPT PAYEE CODE, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Exemption from FATCA Reporting Code.The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form foraccounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements.
A – An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)
B – The United States or any of its agencies or instrumentalities
C – A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions, agencies, or instrumentalities
D – A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i)
E – A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i)
F – A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state
G – A real estate investment trust
H – A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940
I – A common trust fund as defined in section 584(a)
J – A bank as defined in section 581
K – A broker
L – A trust exempt from tax under section 664 or described in section 4947
M – A tax exempt trust under a section 403(b) plan or section 457(g) plan
Privacy Act Notice
Section 6109 requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS also may provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia and U.S. possessions to carry out their tax laws. The IRS also may disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties also may apply.
Penalties
| • | Failure to Furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. |
| • | Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty. |
| • | Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. |
| • | Misuse of TINs. If the requester discloses or uses taxpayer identification numbers in violation of Federal law, the payer may be subject to civil and criminal penalties. |
CURRENT FORM AS OF 3/15/17 VERSION U | |
6. | Check & Mailing Instructions |
For Non-Custodial Accounts:Please mail a completed original Subscription Agreement along with a check and the appropriate documents outlined in Sections 1 and 2 of this Subscription Agreement, to the appropriate address as outlined below.
For Custodial Accounts:Please mail a completed original Subscription Agreement directly to the custodian, along with your check and the appropriate documents outlined inSections 1 and 2 of this Subscription Agreement.
PLEASE NOTE:Only original, completed copies of the Subscription Agreement can be accepted. We cannot accept photocopied or otherwise duplicated Subscription Agreements.
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_additinal.jpg) | GreenbackerRenewable Energy Company Investors:The Subscription Agreement, together with a check made payable to “Greenbacker Renewable Energy Company” forthe full purchase price, should be delivered to the address below. |
| Regular Mail | | Overnight Mail | | Subscription Agreements may be faxed to: | | | Payment may be wired to: |
| Investment Processing Department | | Investment Processing Department | | 855.223.2474 | | | UMB Bank, N.A. |
| c/o DST Systems, Inc. | | c/o DST Systems, Inc. | | | | | 1010 Grand Boulevard, 4th Floor |
| PO BOX 219731 | | 430 W. 7th Street | | | | | Kansas City, MO 64106 |
| Kansas City, MO 64121-9731 | | Kansas City, MO 64105-1407 | | | | | ABA #: 101000695 |
| | | | | | | | Account #: 9871916944 |
| | | | | | | | FAO: (Include Account Title) |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_additinal.jpg) | Greenbacker Renewable Energy Company Investors in Pennsylvania: Until we have raised the minimum offering amount required in the state of Pennsylvania, the Subscription Agreement, together with a check made payable to “UMB Bank, N.A., as Escrow Agent for Greenbacker Renewable Energy Company, LLC” for the full purchase price, should be delivered by your Broker-Dealer or Registered Investment Advisor, as applicable, to the UMB Bank address below. Please refer to the “Suitability Standards-Notice to Residents of Pennsylvania Only” section of the Prospectus for additional information regarding the Pennsylvania escrow requirements. |
| Regular Mail | | Overnight Mail | | Subscription Agreements may be faxed to: | | | Payment may be wired to: |
| UMB Bank, N.A. as Escrow Agent | | UMB Bank, N.A. as Escrow Agent for | | 855.223.2474 | | | UMB Bank, N.A. |
| for Greenbacker Renewable Energy | | Greenbacker Renewable Energy | | | | | 1010 Grand Boulevard, 4th Floor |
| Company LLC | | Company LLC | | | | | Kansas City, MO 64106 |
| c/o DST Systems, Inc. | | c/o DST Systems, Inc. | | | | | ABA #: 101000695 |
| PO BOX 219731 | | 430 W. 7th Street | | | | | Account #: 9872323548 |
| Kansas City, MO 64121-9731 | | Kansas City, MO 64105-1407 | | | | | FAO: (Include Account Title) |
Should you have any questions or concerns and require customer service to handle your request or inquiry, please contact our transfer agent at:
Investment Processing Department
c/o DST Systems, 430 W. 7th St., Kansas City, MO 64105
Investors: 888.292.3178
Financial Advisors: 877.907.1148
Multi-Offering Subscription Agreement
Investors in AL, AR, KY, MA, MD, NC, NE, NJ, OR and TN may not use this Multi-Offering Subscription Agreement to subscribe for shares and/or units of any offering described herein but instead should refer to the subscription agreement for each offering.
AN INVESTMENT IN THE OFFERING(S) OR “INVESTMENT PROGRAM(S)” DESCRIBED HEREIN CANNOT BE COMPLETED UNTIL AT LEAST FIVE (5) BUSINESS DAYS AFTER THE DATE THE INVESTOR RECEIVED THE FINAL PROSPECTUS FOR EACH OFFERING. SUBSCRIPTIONS WILL BE EFFECTIVE ONLY UPON OUR ACCEPTANCE, AND WE RESERVE THE RIGHT TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART. IF REJECTED, ALL FUNDS SHALL BE RETURNED TO SUBSCRIBERS WITHOUT INTEREST AND WITHOUT DEDUCTION FOR ANY EXPENSES WITHIN TEN (10) BUSINESS DAYS FROM THE DATE THE SUBSCRIPTION IS REJECTED. INVESTORS WILL RECEIVE A CONFIRMATION OF THEIR PURCHASE. IF YOU HAVE ANY QUESTIONS, PLEASE CALL YOUR REGISTERED REPRESENTATIVE, SC DISTRIBUTORS, LLC (MEMBER FINRA/SIPC) AT 1-877-907-1148.
All investments are subject to suitability standards, see corresponding prospectus and Sections 9-9c herein.
Amount of Subscription | | | State of Sale | |
Minimum Initial Investment is $2,000 for CVMC REIT II, SIC, TGIF & GREC. |
Money Orders, Traveler’s Checks, Starter Checks, Foreign Checks, Counter Checks, Third-Party Checks or Cash cannot be accepted. |
Payment will be made with: | ¨ | Enclosed Check | ¨ | Funds Wired | ¨ | Funds to Follow - Name of Institution | |
(See Section 10 for Check Instructions) | Investment Amount |
Carter Validus Mission Critical REIT II (CVMC REIT II) | |
Greenbacker Renewable Energy Company (GREC) | |
Sierra Income Corporation (SIC) | |
TriLinc Global Impact Fund (TGIF) | |
| ¨ | Volume Discount*: Check this box ONLY after discussion with your Broker-Dealer. Please provide a separate request in writing that sets forth the basis for receiving a volume discount as set forth in the appropriate prospectus. |
*Any combination request will be subject to our verification that the subscriptions to be combined are made by a single qualifying purchaser. Please see “Volume Discounts” section of the prospectus for further information on volume discount qualifications.
1a. | Share Class - The Selection of a Share Class is Required (CVMC REIT II Only) |
Please consult with your Financial Advisor and check one of the following options pertaining to the class of shares you intend to purchase. The Prospectus contains additional information regarding these share classes, including the different fees which are payable with respect to each share class.
FOR CVMC REIT II INVESTORS - SHARE CLASS REQUIRED | | | Class A | | Class T | | Class I |
1b. | Share Class - The Selection of a Share Class is Required (GREC Only) |
Please consult with your Financial Advisor and check one of the following options pertaining to the class of shares you intend to purchase. The Prospectus contains additional information regarding these share classes, including the different fees which are payable with respect to each share class.
FOR GREC INVESTORS - SHARE CLASS REQUIRED | | | Class A | | Class I | | Class C |
1c. | Unit Class - The Selection of a Unit Class is Required (TGIF Only) |
Please consult with your Financial Advisor and check one of the following options pertaining to the class of units you intend to purchase. The Prospectus contains additional information regarding these unit classes, including the different fees which are payable with respect to each unit class.
FOR TGIF INVESTORS - UNIT CLASS REQUIRED | | | Class A | | Class C | | Class I |
CURRENT FORM AS OF 3/20/17 VERSION AA
2. | Account Type - Check One Box Only |
Account Type | | | | Additional Required Documentation |
¨ Individual | ¨ TOD* | | | If TOD, Transfer on Death form *Please see Section 2 of Investor Instructions for details |
¨ Joint Tenants | ¨ TOD* | ¨ Tenants in Common* | | If JTWROS TOD, Transfer on Death form |
¨ Community Property* | | | | *All parties must sign / Please see Section 2 of Investor Instructions for details |
¨ Trust | | | | Trustee Certification form or trust documents |
¨ Estate | | | | Documents evidencing individuals authorized to act on behalf of estate |
¨ Custodial | ¨ UGMA: State of: ____ | ¨ UTMA: State of: ____ | | None |
¨ Corporation | ¨ C Corp | ¨ S Corp | | Articles of Incorporation or Corporate Resolution |
¨ LLC ¨ Enter the tax classification (C= C Corporation, S= S Corporation, P= Partnership) ____ | | LLC Operating Agreement or LLC Resolution |
¨ Partnership | | | | Partnership Certification of Powers or Certificate of Limited Partnership |
¨ Non-Profit Organization | | | | Formation document or other document evidencing authorized signers |
¨ Profit Sharing Plan* | ¨ Defined Benefit Plan* | | | Pages of plan document that list plan name, date, trustee name(s) and signatures |
¨ KEOGH Plan* | | | | *Please see Section 2 of Investor Instructions for details |
¨ Traditional IRA | ¨ SEP IRA | ¨ ROTH IRA | | For Inherited IRA indicate Decedent’s name: ___________ |
¨ Simple IRA | ¨ Inherited/Beneficial IRA | | | |
¨ Other (Specify) _______________________________ | | |
| For Non-Qualified Custodial Accounts and all Qualified Accounts, please complete Section 5 |
3. | Investment Title - SSN or TIN Required |
Please print names in which shares and/or units of common stock are to be registered. For trusts, include trust name and name of trustee. If IRA or qualified plan, include both custodian and investor names and applicable Tax ID Numbers. If “same as below”, write “same.”(This is the name that will appear on your statement.)
Title Line 1 |
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Title Line 2 |
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SSN/TIN |
Primary Investor is: Individual, Trust/Qualified Plan, Entity, Minor (UGMA/UTMA)
Secondary Investor is:Additional Account holder, Trustee, Officer/Authorized Signer, Custodian (UGMA/UTMA)
Primary Investor Name | SSN/TIN | DOB |
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Secondary Investor Name | SSN/TIN | DOB |
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Street Address | | |
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City | State | ZIP |
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Phone (day) | Phone (evening) | Email |
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Mailing Address (optional) | | |
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City | State | ZIP |
¨ Check here for eletronic delivery and complete Section 8
Citizenship:Please indicate Citizenship Status (Required)
¨ US Citizen ¨ US Citizen residing outside the US ¨ Resident Alien
¨ Non-Resident Alien* Country: ____________________ | ¨ Check here if you are subject to backup withholding |
Please attach a separate sheet with the above information for each additional investor.
| NOTE: | Any and all U.S. taxpayers are required to complete Section 9a. (If a foreign national is, in fact, a U.S. taxpayer, complete Section 9a.) Please refer to the Guidelines for U.S. Taxpayer Certifications in the Investor Instructions of this Subscription Agreement regarding your SSN or TIN. |
* If non-resident alien, investor must submit the appropriate IRS Form W-8 (e.g., Form W-8BEN, W-8ECI, W-8EXP or W-8IMY) in order to make an investment. The applicable IRS Form can be obtained from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
CURRENT FORM AS OF 3/20/17 VERSION AA
5. | Third Party Custodian/Trustee Information |
| Applies to ALL retirement accounts and to non-retirement accounts that have elected to use a third party custodian/trustee. |
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| Make checks payable to the custodian and send ALL paperwork directly to the custodian. The custodian/trustee is responsible for sending payments pursuant to the instructions as set forth below. |
Custodian/Trustee Name |
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Custodian/Trustee Address |
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City | State | ZIP |
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Custodian/Trustee Phone | Custodian/Trustee TIN |
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Investor Account Number with Custodian/Trustee |
6. | Distribution Information |
If you select more than one option you must indicate the percentage of your distribution to be applied to each option and the sum of the allocations must equal 100%.
Distributions may be funded from borrowings, offering proceeds, or proceeds from the sale of assets, which may constitute a return of capital and significantly reduce the amount of capital available for investment by CVMC REIT II and/or SIC and/or TGIF and/or GREC. Any capital returned to investors through distributions will be returned after certain fees and expenses are paid to the sponsor of this offering or its affiliates.
If you elect to participate in the Distribution Reinvestment Plan, you agree that, if at any time you fail to meet the applicable suitability standards set forth in the then current Prospectus, you will promptly provide written notification to: CVMC REIT II and/or SIC and/or TGIF and/or GREC, c/o DST Systems, Inc, 430 W. 7th Street, Kansas City, MO 64105.
> SELECTION REQUIRED BELOW |
¨ I will not participate in the Distribution Reinvestment Plan | | |
OR | | |
¨ I will participate in the Distribution Reinvestment Plan, as described in the Prospectus | | % of Distribution |
And I would also like to: | | ___________ |
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¨ Send distributions via check to investor’s home address (or for Qualified Plans, to the address listed in Section 5) | | ___________ |
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¨ Send distributions via check to the alternate payee listed here (not available for Qualified Plans without custodial approval) | | ___________ |
Name |
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Address |
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City | State | ZIP |
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Account Number |
¨ Direct Deposit:(Attach Voided Check) I/we authorize CVMC REIT II, SIC, TGIF, GREC, or its agent, DST Systems, Inc. by or through a third party provider, (as applicable, the “Issuer”) to deposit my distribution/dividend to my checking or savings account. This authority will remain in force until I notify the Issuer in writing to cancel it. If the Issuer deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit. The above services cannot be established without a pre-printed voided check. For electronic funds transfers, signatures of bank account owners are required exactly as they appear on the bank records. If the registration at the bank differs from that on this Multi-Offering Subscription Agreement, all parties must sign below. (not available for custodial held accounts without the custodian’s approval)
Financial Institution Name | % of Distribution | ¨ Checking |
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ABA/ Routing Number | Account Number | ¨ Savings |
7. | Broker-Dealer and Financial Advisor Information |
Broker-Dealer Name |
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Financial Advisor’s Name | Rep Number |
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Financial Advisor’s Firm Name | Branch ID |
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Financial Advisor’s Address |
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Financial Advisor’s City | State | ZIP |
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Financial Advisor’s Phone | Financial Advisor’s Fax | |
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Financial Advisor’s E-Mail Address |
CURRENT FORM AS OF 3/20/17 VERSION AA
7. | Broker-Dealer and Financial Advisor Information, continued |
This Subscription was made as follows: ¨ Through a participating Broker-Dealer ¨ Through a participating RIA unaffiliated with a participating Broker-Dealer | | | ¨ ¨
| CVMC REIT II Friends and Family Purchase* Shares and/or units are being purchased net of commissions (Not available to CVMC REIT II, Class A shares only for GREC, Class A units and Class C units only for TGIF) |
* Please refer to CVMC REIT II’s prospectus for further information on friends and family discounts and consult with your broker-dealer or financial advisor to determine wheather you qualify for such discounts.
Based on the information I obtained from the investor regarding the investor’s financial situation and investment objectives, I hereby certify to CVMC REIT II and/or SIC and/ or TGIF and/or GREC, that I have reasonable grounds to believe that the purchase of the units and/or shares by the investor is suitable for this investor and such investor has sufficient net worth and is in a position to realize the benefits of an investment in the shares and/or units, and further that I have (a) informed the investor of all aspects of liquidity and marketability of this investment, including the restrictions on trasfers of the shares and/or units, (b) delivered the Prospectus to the investor the requisite number of days prior to the date that the investor will deliver this Multi-Offering Subscription Agreement to the issuer as specified under the laws of the investor’s principal state of residence or principal state of business, as applicable, (c) verified the identity of the investor through appropriate methods and will retain proof of such verifcation process as required by applicable law, and (d) verified that the investor and the registered owner do not appear on the Office of Foreign Assets Control list of foreign nations, organizations and individuals subject to economic and trade sanctions.
If a Registered Associate of a FINRA member firm or a Registered Investment Advisor, I hereby certify that I am properly licensed and I am registered in the state of sale. State of sale is defined as the investor’s principal place of residence or principal place of business, as applicable.
Signature of Financial Advisor | Date |
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Branch Manager Signature(if required by Broker-Dealer) | Date |
8. | Electronic Delivery (Optional) |
¨ CVMC REIT II | ¨ GREC | ¨ SIC | ¨ TGIF |
Electronic Delivery of stockholder and/or unitholder communication is available and if you would prefer to receive such communications and statements electronically for the selected funds above, please affirmatively elect to do so by signing below where indicated.
We encourage you to reduce printing and mailing costs and to conserve natural resources by electing to receive electronic delivery of stockholder and/or unitholder communications and statement notifications. By consenting below to electronically receive shareholder and/or unitholder communications, including your account specific information, you authorize said offering(s) to either (i) e-mail shareholder and/or unitholder communications to you directly or (ii) make them available on each offering’s respective Website and notify you by e-mail when such documents are available and how to access the documents.
You will not receive paper copies of these electronic materials unless specifically requested, the delivery of electronic materials is prohibited or we, in our sole discretion, elect to send paper copies of the materials.
Sign below if you consent to the electronic delivery of documents as applicable to the respective offering(s), including annual reports, proxy materials, and any other documents that may be required to be delivered under federal or state securities laws as well as account-specific information such as quarterly account statements or tax information. Your consent will be effective until you revoke it. In addition, by consenting to electronic access, you will be responsible for your customary Internet Service Provider charges in connection with access to these materials. E-mail address in the section below is required. Please carefully read the following representations before consenting to receive documents electronically. By signing this box and consenting to receive documents electronically, you represent the following:
(a) I acknowledge that access to both Internet e-mail and the World Wide Web is required in order to access documents electronically. I may receive by e-mail notification the availability of a document in electronic format. The notification e-mail will contain a web address (or hyperlink) where the document can be found. By entering this address into my web browser, I can view, download and print the document from my computer. I acknowledge that there may be costs associated with the electronic access, such as usage charges from my Internet provider and telephone provider, and that these costs are my responsibility.(b) I acknowledge that documents distributed electronically may be provided in Adobe’s Portable Document Format (PDF). The Adobe Reader® software is required to view documents in PDF format. The Reader software is available free of charge from Adobe’s web site at www.adobe.com . The Reader software must be correctly installed on my system before I will be able to view documents in PDF format. Electronic delivery also involves risks related to system or network outage that could impair my timely receipt of or access to shareholder and/or unitholder communications. (c) I acknowledge that I may receive at no cost from CVMC REIT II and/or SIC and/or TGIF and/or GREC a paper copy of any documents delivered electronically by calling SC Distributors at 877-907-1148 from 9:00 am to 5:00 pm EST Monday-Friday. (d) I acknowledge that if the e-mail notification is returned to CVMC REIT II and/or SIC and/or TGIF and/or GREC as “undeliverable”, a letter will be mailed to me with instructions on how to update my e-mail address to begin receiving communication via electronic delivery. I further understand that if CVMC REIT II and/or SIC and/or TGIF and/or GREC is unable to obtain a valid e-mail address for me, CVMC REIT II and/or SIC and/or TGIF and/or GREC will resume sending a paper copy of its filings by U.S. mail to my address of record. (e) I acknowledge that my consent may be updated or cancelled, including any updates in e-mail address to which documents are delivered, at any time by calling SC Distributors at 877-907-1148 from 9:00 am to 5:00 pm EST Monday-Friday.
Electronic Delivery Acknowledgement Only | > | | Signature of Investor | Date |
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| Signature of Joint Investor | Date |
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| E-mail(If blank - email from Section 4 will be used) | |
JointAccounts: If your Social Security number is the primary number on a joint account and you opt-in to electronic delivery, each consenting shareholder and/or unitholder must have access to the e-mail account provided.
Your e-mail address will be held in confidence and used only for matters relating to your investment(s).
CURRENT FORM AS OF 3/20/17 VERSION AA
9. | Subscriber Acknowledgements & Signatures for CVMC REIT II |
The undersigned (or in the case of fiduciary accounts, the person authorized to sign on each subscriber’s behalf) further acknowledges and/or represents the following: (you must initial ALL appropriate representations below)
___Owner | ___Co-Owner | I (we) have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles) of at least $250,000 or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000, and, if applicable, I meet the higher net worth and gross income requirements imposed by my (our) state of primary residence as set forth in the Prospectus under “Suitability Standards.” I (we) will not purchase additional shares unless I (we) meet the applicable suitability requirements set forth in the Prospectus at the time of purchase. |
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___Owner | ___Co-Owner | I/we have received the final Prospectus of CVMC REIT II at least five (5) business days before signing the Subscription Agreement. |
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___Owner | ___Co-Owner | I (we) acknowledge that there is no public market for the shares and, thus, my investment in shares is not liquid. |
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___Owner | ___Co-Owner | I/we am/are purchasing the shares for the account referenced above. |
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___Owner | ___Co-Owner | I (we) acknowledge that I (we) will not be admitted as a stockholder until my (our) investment has been accepted. The acceptance process includes, but is not limited to, reviewing the Subscription Agreement for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA Patriot Act and payment of the full purchase price of the shares. |
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___Owner | ___Co-Owner | Iowa: In addition to the general suitability standards listed above, an Iowa investor must have either (a) a minimum net worth of $300,000 (exclusive of home, auto and furnishings) or (b) a minimum annual income of $70,000 and a net worth of $100,000 (exclusive of home, auto and furnishings). In addition, Iowa recommends that an investor’s total investment in this offering or any of its affiliates and any other non exchange traded REIT, not exceed 10% of the Iowa resident’s liquid net worth. “Liquid net worth” for purposes of this investment shall consist of cash, cash equivalents and readily marketable securities. |
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___Owner | ___Co-Owner | Kansas: It is recommended by the Office of the Securities Commissioner of Kansas that investors limit their aggregate investment in our securities and the securities of other non-traded real estate investment trusts to not more than 10% of their liquid net worth. For these purposes, liquid net worth shall be defined as that portion of total net worth (total assets minus liabilities) that is comprised of cash, cash equivalents, and readily marketable securities, as determined in conformity with Generally Acceptable Accounting Principles. |
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___Owner | ___Co-Owner | Maine: In addition to the suitability standards noted above, the Maine Office of Securities recommends that an investor’s aggregate investment in this offering and similar direct participation investments not exceed 10% of the investor’s liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents, and readily marketable securities. |
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___Owner | ___Co-Owner | Missouri: In addition to the general suitability requirements listed above, no more than ten percent (10%) of any investor’s liquid net worth shall be invested in the securities registered by the Issuer for this offering with the Securities Division. |
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___Owner | ___Co-Owner | New Mexico: In addition to the general suitability standards listed above, a New Mexico investor may not invest more than 10% of their liquid net worth in us, our affiliates and other non-traded real estate investment programs. |
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___Owner | ___Co-Owner | North Dakota: North Dakota investors must represent that, in addition to the stated net income and net worth standards, they have a net worth of at least ten times their investment in us. |
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___Owner | ___Co-Owner | Ohio: It shall be unsuitable for an Ohio investor’s aggregate investment in shares of the issuer, affiliates of the issuer, and in other non-traded real estate investment trusts to exceed ten percent (10%) of his or her liquid net worth. “Liquid net worth” shall be defined as that portion of net worth (total assets exclusive of primary residence, home furnishings, and automobiles minus total liabilities) that is comprised of cash, cash equivalents, and readily marketable securities. |
9a. | Subscriber Acknowledgements & Signatures for SIC |
The undersigned (or in the case of fiduciary accounts, the person authorized to sign on each subscriber’s behalf) further acknowledges and/or represents the following: (you must initial ALL appropriate representations below)
____Owner | ____Co-Owner | I (we) have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles) of at least $250,000 or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000, and, if applicable, I meet the higher net worth and gross income requirements imposed by my (our) state of primary residence as set forth in the Prospectus under “Suitability Standards.” I (we) will not purchase additional shares unless I (we) meet the applicable suitability requirements set forth in the Prospectus at the time of purchase. |
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____Owner | ____Co-Owner | I/we have received the final Prospectus of SIC at least five (5) business days before signing the Subscription Agreement. |
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____Owner | ____Co-Owner | I (we) acknowledge that there is no public market for the shares and, thus, my investment in shares is not liquid. |
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____Owner | ____Co-Owner | I/we am/are purchasing the shares for the account referenced above. |
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____Owner | ____Co-Owner | I (we) acknowledge that I (we) will not be admitted as a stockholder until my (our) investment has been accepted. The acceptance process includes, but is not limited to, reviewing the Subscription Agreement for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA Patriot Act and payment of the full purchase price of the shares. |
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____Owner | ____Co-Owner | California:In addition to the suitability standards noted above, a California investor’s total investment in us shall notexceed 10% of his or her net worth. |
CURRENT FORM AS OF 3/20/17 VERSION AA
9a. | Subscriber Acknowledgements & Signatures for SIC, continued |
____Owner | ____Co-Owner | Idaho:In addition to the suitability standards above, the state of Idaho requires that each Idaho investor will not investin the aggregate, more than 10% of his or her liquid net worth in shares of Sierra Income Corporation’s common stock.Liquid net worth is defined as that portion of net worth consisting of cash, cash equivalents and readily marketablesecurities. |
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____Owner | ____Co-Owner | Iowa: In addition to the suitability standards noted above, Iowa investors must have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000 (net worth should be determined exclusive of home, auto and home furnishings); and (ii) Iowa investors must limit their aggregate investment in this offering and in the securities of other non-traded business development companies (BDCs) to 10% of such investor’s liquid net worth (liquid net worth should be determined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities. |
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____Owner | ____Co-Owner | Kansas:In addition to the suitability standards noted above, it is recommended by the Office of the Kansas SecuritiesCommissioner that Kansas investors not invest, in the aggregate, more than 10% of their liquid net worth in this and other non-traded business development companies. Liquid net worth is defined as that portion of net worth whichconsists of cash, cash equivalents and readily marketable securities. |
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____Owner | ____Co-Owner | Maine:In addition to the suitability standards noted above, the Maine Office of Securities recommends that aninvestor’s aggregate investment in this offering and similar direct participation investments not exceed 10% of theinvestor’s liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists ofcash, cash equivalents, and readily marketable securities. |
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____Owner | ____Co-Owner | New Mexico:In addition to the suitability standards noted above, a New Mexico resident’s investment should notexceed 10% of his or her liquid net worth in this and other non-traded business development companies. Liquid networth is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities. |
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____Owner | ____Co-Owner | North Dakota:In addition to the suitability standards noted above, North Dakota requires that shares mayonly be soldto residents of North Dakota that represent they have a net worth of at least ten times their investment in the issuerand its affiliates and that they meet one of the established suitability standards. |
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____Owner | ____Co-Owner | Oklahoma:In addition to the suitability standards noted above, an Oklahoma investor must limit his or her investmentin SIC to 10% of his or her net worth (excluding home, furnishings, and automobiles.) |
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____Owner | ____Co-Owner | Ohio:In addition to the suitability standards noted above, it shall be unsuitable for an Ohio investor’s aggregateinvestment in shares of the issuer, affiliates of the issuer, and in other non-traded business development programs toexceed ten percent (10%) of his or her liquid net worth. “Liquid net worth” shall be defined as that portion of net worth(total assets exclusive of home, home furnishings, and automobiles minus total liabilities) that is comprised of cash,cash equivalents, and readily marketable securities. |
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____Owner | ____Co-Owner | Texas:In addition to the suitability standards noted above, Texas residents purchasing shares (i) must have either (a)an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $250,000;and (ii) may not invest more than 10% of their net worth in us. For Texas residents, “net worth” does not include thevalue of one’s home, home furnishings or automobiles. |
9b. | Subscriber Acknowledgements & Signatures for TGIF |
By executing the Multi-Offering Subscription Agreement, the undersigned hereby agrees to be bound by the terms of the limited liability operating agreement and any amendments or supplements thereto or cancellations thereof and authorizes TGIF to make all filings of any and all certificates, instruments, agreements or other documents, whether related to the limited liability agreement or otherwise, as may be required or advisable under the laws of the State of Delaware.
The undersigned (or in the case of fiduciary accounts, the person authorized to sign on each subscriber’s behalf) further acknowledges and/or represents the following: (you must initial ALL appropriate representations below)
___Owner | ___Co-Owner | I (we) have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles) of at least $250,000 or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000, and, if applicable, I meet the higher net worth and gross income requirements imposed by my (our) state of primary residence as set forth in the Prospectus under “Suitability Standards.” I (we) will not purchase additional units unless I (we) meet the applicable suitability requirements set forth in the Prospectus at the time of purchase. |
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___Owner | ___Co-Owner | I/we have received the final Prospectus of TGIF at least five (5) business days before signing the Subscription Agreement. In addition, I (we) acknowledge that from time to time following the escrow period, the purchase price per unit may change and I (we) can access this information through TGIF’s website. |
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___Owner | ___Co-Owner | I (we) acknowledge that there is no public market for the units and, thus, my investment in units is not liquid. |
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___Owner | ___Co-Owner | I/we am/are purchasing the units for the account referenced above. |
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___Owner | ___Co-Owner | I (we) acknowledge that I (we) will not be admitted as a unitholder until my (our) investment has been accepted. The acceptance process includes, but is not limited to, reviewing the Subscription Agreement for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA Patriot Act and payment of the full purchase price of the units. |
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___Owner | ___Co-Owner | California:In addition to the minimum suitability standards described above, a California investor must have either: (i) a minimum net worth of $350,000 (exclusive of home, auto and furnishings); or (ii) a minimum annual gross income of $85,000 and a net worth of $150,000 (exclusive of home, auto and furnishings). In addition, a California investor’s maximum investment in the issuer may not exceed 10% of such investor’s net worth. |
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___Owner | ___Co-Owner | Iowa:In addition to the minimum suitability standards described above, the state of Iowa requires that each Iowa investor limit his or her investment in the issuer to a maximum of 10% of his or her liquid net worth, which is defined as cash and/or cash equivalents. |
CURRENT FORM AS OF 3/20/17 VERSION AA
9b. | Subscriber Acknowledgements & Signatures for TGIF, continued |
___Owner | ___Co-Owner | Kansas:In addition to the minimum suitability standards described above, it is recommended by the Office of the Kansas Securities Commissioner that Kansas investors not invest, in the aggregate, more than 10% of their liquid net worth in the issuer and other non-traded business development companies. Liquid net worth is defined as that portion of total net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities, as determined in conformity with GAAP. |
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___Owner | ___Co-Owner | Maine: In addition to the minimum suitability requirements, it is recommended that Maine investors limit their investment in the issuer and in the securities of similar programs to not more than 10% of their liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities. |
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___Owner | ___Co-Owner | New Mexico:In addition to the minimum suitability standards described above, a New Mexico investor’s maximum investment in the issuer may not exceed 10% of such investor’s liquid net worth. |
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___Owner | ___Co-Owner | North Dakota:In addition to the minimum suitability standards described above, North Dakota investors must represent that, in addition to the standards listed above, they have a net worth of at least ten times their investment in the issuer. |
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___Owner | ___Co-Owner | Ohio:In addition to the minimum suitability standards described above, an Ohio investor must have a liquid net worth of at least ten times such Ohio resident’s investment in the issuer, the issuer’s affiliates and in other non-traded business development companies. Liquid net worth is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles minus total liabilities) that is comprised of cash, cash equivalents, and readily marketable securities. |
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___Owner | ___Co-Owner | Oklahoma: In addition to the minimum suitability standards described above, an Oklahoma resident’s investment in the issuer must not exceed ten percent (10%) of their liquid net worth. |
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___Owner | ___Co-Owner | Texas:Texas residents purchasing units (i) must have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $250,000; and (ii) may not invest more than 10% of their net worth in the issuer, the issuer’s affiliates and in other non-traded business development companies. For Texas residents, “net worth” does not include the value of one’s home, home furnishings or automobiles. |
9c. | Subscriber Acknowledgements & Signatures for GREC |
By executing the Multi-Offering Subscription Agreement, the undersigned hereby agrees to be bound by the terms of the limited liability operating agreement and any amendments or supplements thereto or cancellations thereof and authorizes GREC to make all filings of any and all certificates, instruments, agreements or other documents, whether related to the limited liability agreement or otherwise, as may be required or advisable under the laws of the State of Delaware.
The undersigned (or in the case of fiduciary accounts, the person authorized to sign on each subscriber’s behalf) further acknowledges and/or represents the following: (you must initial ALL appropriate representations below)
___Owner | ___Co-Owner | I (we) have (i) a minimum net worth (exclusive of home, home furnishings and personal automobiles) of at least $250,000 or (ii) a minimum net worth (as previously described) of at least $70,000 and a minimum annual gross income of at least $70,000, and, if applicable, I meet the higher net worth and gross income requirements imposed by my (our) state of primary residence as set forth in the Prospectus under “Suitability Standards.” I (we) will not purchase additional shares unless I (we) meet the applicable suitability requirements set forth in the Prospectus at the time of purchase. |
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___Owner | ___Co-Owner | I/we have received the final Prospectus of GREC at least five (5) business days before signing the Subscription Agreement. |
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___Owner | ___Co-Owner | I (we) acknowledge that there is no public market for the shares and, thus, my investment in shares is not liquid. |
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___Owner | ___Co-Owner | I/we am/are purchasing the shares for the account referenced above. |
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___Owner | ___Co-Owner | I (we) acknowledge that I (we) will not be admitted as a stockholder until my (our) investment has been accepted. The acceptance process includes, but is not limited to, reviewing the Subscription Agreement for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA Patriot Act and payment of the full purchase price of the shares. |
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___Owner | ___Co-Owner | California:In addition to the minimum suitability standards listed above, a California investor’s maximum investment in the Issuer may not exceed 10% of such investor’s net worth. |
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___Owner | ___Co-Owner | Idaho:In addition to the minimum suitability standards listed above, an Idaho investor’s total investment in the company shall not exceed 10% of his or her liquid net worth. Liquid net worth is defined as that portion of net worth consisting of cash, cash equivalents and readily marketable securities. |
| | |
___Owner | ___Co-Owner | Iowa: Iowa investors must have either, (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $100,000, or (b) a minimum liquid net worth of at least $350,000. For these purposes, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consist of cash, cash equivalents and readily marketable securities. In addition, an Iowa investor’s aggregate investment in the company, shares of the company’s affiliates, and other non exchange traded direct participation programs may not exceed ten percent (10%) of his or her liquid net worth. Accredited investors in Iowa, as defined in 17 C.F.R. Section 230.501 of the 1933 Securities and Exchange Act, are not subject to the 10% investment limitation. |
CURRENT FORM AS OF 3/20/17 VERSION AA
9c. | Subscriber Acknowledgements & Signatures for GREC, continued |
___Owner | ___Co-Owner | Kansas:It is recommended by the Office of the Securities Commissioner of Kansas that Kansas investors limit their aggregate investment in us, the shares of our affiliates and other publicly offered direct participation programs to not more than 10% of their liquid net worth. For these purposes, liquid net worth shall be defined as that portion of total net worth (total assets minus liabilities) that is comprised of cash, cash equivalents and readily marketable securities. |
| | |
___Owner | ___Co-Owner | Maine: The Maine Office of Securities recommends that an investor’s aggregate investment in this offering and similar direct participation investments not exceed 10% of the investor’s liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents, and readily marketable securities. |
| | |
___Owner | ___Co-Owner | Michigan:It is recommended by the Michigan Securities Division that Michigan citizens not invest more than 10% oftheir liquid net worth in the shares. Liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities that may be converted into cash within one year. |
| | |
___Owner | ___Co-Owner | New Mexico:In addition to the minimum suitability standards described above, an investment in the shares, itsaffiliates and other similar non-traded direct participation programs by a New Mexico resident may not exceed ten percent (10%) of the New Mexico resident’s liquid net worth. |
| | |
___Owner | ___Co-Owner | North Dakota:North Dakota investors must represent that, in addition to the standards listed above, they have a networth of at least ten times their investment in the shares. |
| | |
___Owner | ___Co-Owner | Oklahoma:In addition to the minimum suitability standards described above, an investment by Oklahoma investorsshould not exceed 10% of their net worth (not including home, home furnishings and automobiles). |
| | |
___Owner | ___Co-Owner | Pennsylvania:Because the minimum closing amount is less than $80,000,000, you are cautioned to carefully evaluatethe programs ability to fully accomplish its stated objectives and to inquire as to the current dollar volume of program subscriptions. |
| | |
___Owner | ___Co-Owner | Vermont:Accredited investors in Vermont, as defined in 17 C.F.R. § 230.501, may invest freely in this offering. In addition to the suitability standards described above, non-accredited Vermont investors may not purchase an amount in this offering that exceeds 10% of the investor’s liquid net worth. For these purposes, “liquid net worth” is defined as an investor’s total assets (not including home, home furnishings, or automobiles) minus total liabilities. |
9d. | Subscriber Acknowledgements & Signatures |
See Guidelines for U.S. Taxpayer Certifications (the “guidelines”) in Section 9d of the attached Investor Instructions to this Multi-Offering Subscription Agreement for the guidelines on how to complete Section 9d.
> INFORMATION REQUIRED BELOW |
Certification
Exempt payee code(If any) | Exemption from FATCA reporting code (If any) |
| (Applies to accounts maintained outside the U.S.) |
> SELECTION REQUIRED BELOW |
You must check the box in item 2 below next to the statement that applies to you.
By signing below, under penalties of perjury, I certify that:
1. The number shown in Section 4 of this Multi-Offering Subscription Agreement is my correct taxpayer identification number, and
2.¨ I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, or
¨ I am subject to backup withholding because I have been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, and
3. I am a U.S. citizen or other U.S. person (as defined in the Guidelines), and
4. The FATCA code(s) entered on this form (if any) indicating I am exempt from FATCA reporting is correct.
CURRENT FORM AS OF 3/20/17 VERSION AA
9d. | Subscriber Acknowledgements & Signatures, continued |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_multisubscription.jpg) | Please check all funds applicable. |
¨ CVMC REIT II | ¨ GREC | ¨ SIC | ¨ TGIF |
WE INTEND TO ASSERT THE FOREGOING REPRESENTATION AS A DEFENSE IN ANY SUBSEQUENT LITIGATION WHERE SUCH ASSERTION WOULD BE RELEVANT. AS USED ABOVE, THE SINGULAR INCLUDES THE PLURAL IN ALL RESPECTS IF SHARES AND/OR UNITS ARE BEING ACQUIRED BY MORE THAN ONE PERSON. THIS SUBSCRIPTION AGREEMENT AND ALL RIGHTS THEREUNDER SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS. BY EXECUTING THIS SUBSCRIPTION AGREEMENT, THE SUBSCRIBER HEREBY DECLARES THE INFORMATION SUPPLIED ABOVE IS TRUE AND CORRECT AND MAY BE RELIED UPON BY EACH ISSUER IN CONNECTION WITH THE SUBSCRIBER’S INVESTMENT IN SUCH ISSUER.
THE SUBSCRIBER DOES NOT WAIVE ANY RIGHTS IT MAY HAVE UNDER THE SECURITIES ACT OF 1933, THE SECURITIES EXCHANGE ACT OF 1934 OR ANY STATE SECURITIES LAW BY EXECUTING THIS SUBSCRIPTION AGREEMENT. A SALE OF SHARES AND/OR UNITS MAY NOT BE COMPLETED UNTIL THE SUBSCRIBER HAS BEEN IN RECEIPT OF THE FINAL PROSPECTUS FOR FOR EACH OFFERING (AT LEAST FIVE (5) BUSINESS DAYS).
THE SUBSCRIBER WILL NOT BE ADMITTED AS A SHAREHOLDER AND/OR UNITHOLDER OF THE APPLICABLE ISSUER UNTIL THIS SUBSCRIPTION AGREEMENT HAS BEEN ACCEPTED BY SUCH ISSUER. SUCH ISSUER MAY REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART, SO LONG AS SUCH PARTIAL ACCEPTANCE OR REJECTION DOES NOT RESULT IN AN INVESTMENT OF LESS THAN THE MINIMUM AMOUNT SPECIFIED IN THE PROSPECTUS. SUBSCRIPTIONS WILL BE ACCEPTED OR REJECTED WITHIN 30 DAYS OF THEIR RECEIPT. EACH ISSUER WILL ACCEPT SUBSCRIPTIONS IN GOOD ORDER NO LESS FREQUENTLY THAN MONTHLY, SUBJECT TO THE TERMS OF THE CURRENT PROSPECTUS. IF AN ISSUER REJECTS THE SUBSCRIBER’S SUBSCRIPTION, THE PURCHASE PRICE WILL BE RETURNED TO THE SUBSCRIBER WITHIN TEN(10) BUSINESS DAYS AFTER THE REJECTION OF THE SUBSCRIPTION. IF THE SUBSCRIBER’S SUBSCRIPTION IS ACCEPTED, THE SUBSCRIBER WILL BE SENT A CONFIRMATION OF ITS PURCHASE AFTER THE SUBSCRIBER HAS BEEN ADMITTED AS A SHAREHOLDER AND/OR UNITHOLDER.
FOR SIC INVESTORS ONLY
BY SIGNING BELOW, YOU ALSO ACKNOWLEDGE THAT:
| • | YOU SHOULD NOT EXPECT TO BE ABLE TO SELL YOUR SHARES REGARDLESS OF HOW WE PERFORM. |
| • | IF YOU ARE ABLE TO SELL YOUR SHARES, YOU WILL LIKELY RECEIVE LESS THAN YOUR PURCHASE PRICE. |
| • | WE DO NOT INTEND TO LIST OUR SHARES ON ANY SECURITIES EXCHANGE DURING OR FOR WHAT MAY BE A SIGNIFICANT TIME AFTER THE OFFERING PERIOD, AND WE DO NOT EXPECT A SECONDARY MARKET IN THE SHARES TO DEVELOP. |
| • | BEGINNING THE SECOND QUARTER OF 2013, WE IMPLEMENTED A SHARE REPURCHASE PROGRAM, BUT ONLY A LIMITED NUMBER OF SHARES ARE ELIGIBLE FOR |
| • | REPURCHASE BY US. IN ADDITION, ANY SUCH REPURCHASES WILL BE AT A PRICE EQUAL TO OUR MOST RECENTLY DISCLOSED NET ASSET VALUE PER SHARE IMMEDIATELY PRIOR TO THE DATE OF REPURCHASE. |
| • | YOU SHOULD CONSIDER THAT YOU MAY NOT HAVE ACCESS TO THE MONEY YOU INVEST FOR AN INDEFINITE PERIOD OF TIME. |
| • | AN INVESTMENT IN OUR SHARES IS NOT SUITABLE FOR YOU IF YOU NEED ACCESS TO THE MONEY YOU INVEST. SEE “SHARE REPURCHASE PROGRAM,” “SUITABILITY STANDARDS” AND “SHARE LIQUIDITY STRATEGY.” |
| • | BECAUSE YOU WILL BE UNABLE TO SELL YOUR SHARES, YOU WILL BE UNABLE TO REDUCE YOUR EXPOSURE IN ANY MARKET DOWNTURN. |
| • | OUR DISTRIBUTIONS MAY BE FUNDED FROM OFFERING PROCEEDS OR BORROWINGS, WHICH MAY CONSTITUTE A RETURN OF CAPITAL AND REDUCE THE AMOUNT OF CAPITAL AVAILABLE TO US FOR INVESTMENT. ANY CAPITAL RETURNED TO STOCKHOLDERS THROUGH DISTRIBUTIONS WILL BE DISTRIBUTED AFTER PAYMENT OF FEES AND EXPENSES. |
| • | OUR PREVIOUS DISTRIBUTIONS TO STOCKHOLDERS WERE FUNDED FROM TEMPORARY FEE REDUCTIONS THAT ARE SUBJECT TO REPAYMENT TO OUR ADVISER. THESE DISTRIBUTIONS WERE NOT BASED ON OUR INVESTMENT PERFORMANCE AND MAY NOT CONTINUE IN THE FUTURE. IF OUR ADVISER HAD NOT AGREED TO MAKE EXPENSE SUPPORT PAYMENTS, THESE DISTRIBUTIONS WOULD HAVE COME FROM YOUR PAID IN CAPITAL. THE REIMBURSEMENT OF THESE PAYMENTS OWED TO OUR ADVISER WILL REDUCE THE FUTURE DISTRIBUTIONS TO WHICH YOU WOULD OTHERWISE BE ENTITLED. |
> SIGNATURE REQUIRED BELOW |
IN ORDER TO HAVE THIS AGREEMENT EXECUTED, THE INVESTOR(S) MUST SIGN THIS SECTION
For the selected funds above, if the investor signing below is acquiring the shares and/or units through an IRA or will otherwise beneficially hold the shares and/or units through a Custodian or Trustee, the investor also authorizes the Investment Program(s) indicated in Section 1 to receive (on behalf of the investor) authorization for the investor to act as proxy for the Custodian or Trustee. This authorization coupled with the Custodian or Trustee authorization below is intended to permit the investor to vote his or her shares and/or units even though the investor is not the record holder of the shares and/or units. Signing Section 9d will not constitute an execution of this Multi-Offering Subscription Agreement.
Owner Signature | Date |
| |
Co-Owner Signature(If applicable) | Date |
AUTHORIZATION: FOR AUTHORIZED REPRESENTATIVE OF CUSTODIAN USE ONLY
Signature of Custodian(s) or Trustee(s): By signing this Multi-Offering Subscription Agreement, the Custodian authorizes the investor to vote the number of shares and/or units of the Investment Program(s) indicated in Section 1 that are beneficially owned by the investor as reflected on the records of each said offering as of the applicable record date at any meeting of the shareholders and/or unitholders of each said offering. This authorization shall remain in place until revoked in writing by the Custodian. The Investment Program(s) indicated in Section 1 is hereby authorized to notify the investor of his or her right to vote consistent with this authorization.
Authorized Signature(Custodian or Trustee) | Date |
CURRENT FORM AS OF 3/20/17 VERSION AA
For Non-Custodial Accounts:Please mail a completed original Subscription Agreement along with a check and the appropriate documents outlined in Sections 1 and 2 of this Subscription Agreement, to the appropriate address as outlined in Section 10a.
For Custodial Accounts: Please mail a completed original Subscription Agreement directly to the custodian, along with your check and the appropriate documents outlined in Sections 1 and 2 of this Subscription Agreement.
PLEASE NOTE:Only original, completed copies of the Multi-Offering Subscription Agreement can be accepted. We cannot accept photocopied or otherwise duplicated Multi-Offering Subscription Agreements.
| Carter Validus Mission Critical REIT II, Inc. Investors:The Multi-Offering Subscription Agreement, together with a check made payable to “Carter Validus Mission Critical REIT II, Inc.” for the full purchase price, should be delivered to the address in Section 10a. |
| |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_multisubscription.jpg) | Sierra Income Corporation Investors:The Multi-Offering Subscription Agreement, together with a check made payable to “UMB Bank, N.A., as Agent for Sierra Income Corporation” for the full purchase price, should be delivered to the address in Section 10a. |
| |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_multisubscription.jpg) | TriLinc Global Impact Fund Investors:The Multi-Offering Subscription Agreement, together with a check made payable to “TriLinc Global Impact Fund” for the full purchase price, should be delivered to the address in Section 10a. |
| |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_multisubscription.jpg) | Greenbacker Renewable Energy Company Investors:The Multi-Offering Subscription Agreement, together with a check made payable to “Greenbacker Renewable Energy Company” for the full purchase price, should be delivered to the address in Section 10a. |
| |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_multisubscription.jpg) | Greenbacker Renewable Energy Company Investors in PA: Until we have raised the minimum offering amount required in the state of Pennsylvania, the Multi-Offering Subscription Agreement, together with a check made payable to “UMB Bank, N.A., as Escrow Agent for Greenbacker Renewable Energy Company, LLC” for the full purchase price, should be delivered by your Broker-Dealer or Registered Investment Advisor, as applicable, to the UMB Bank address in Section 10a. Please refer to the “Suitability Standards-Notice to Residents of Pennsylvania Only” section of the Prospectus for additional information regarding the Pennsylvania escrow requirements. |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_multisubscription.jpg) | For CVMC REIT II and/or SIC and/or TGIF and/or GREC (except PA) |
| Regular Mail | Overnight Mail |
| Investment Processing Department | Investment Processing Department |
| c/o DST Systems, Inc. | c/o DST Systems, Inc. |
| PO BOX 219731 | 430 W. 7th Street |
| Kansas City, MO 64121-9731 | Kansas City, MO 64105-1407 |
![](https://capedge.com/proxy/424B3/0001615774-17-001557/pg1img3_multisubscription.jpg) | For GREC in PA(before escrow requirements are met) |
| Regular Mail | Overnight Mail |
| UMB Bank, N.A. as Escrow Agent for | UMB Bank, N.A. as Escrow Agent for |
| Greenbacker Renewable Energy Company LLC | Greenbacker Renewable Energy Company LLC |
| c/o DST Systems, Inc. | c/o DST Systems, Inc. |
| PO BOX 219731 | 430 W. 7th Street |
| Kansas City, MO 64121-9731 | Kansas City, MO 64105-1407 |
|
Should you have any questions or concerns and require customer service to handle your request or inquiry, please contact our transfer agent at: |
Investment Processing Department |
c/o DST Systems, 430 W. 7th St., Kansas City, MO 64105 |
Phone: (888) 292-3178 |
CURRENT FORM AS OF 3/20/17 VERSION AA
Multi-Offering Investor Instructions
(not required to be returned with Subscription Agreement)
Investors in AL, AR, KY, MA, MD, NC, NE, NJ, OR and TN may not use this Multi-Offering Subscription Agreement to subscribe for shares and/or units of any offering described herein but instead should refer to the subscription agreement for each offering.
PLEASE NOTE: Money orders, traveler’s checks, starter checks, foreign checks, counter checks, third-party checks or cash will not be accepted. Minimum Initial Investment is $2,000 for CVMC REIT II, SIC, TGIF & GREC. In no event shall any investment be less than $100.
1a-1c. | Select a Share and/or Unit Class |
2. | Account Type - Check One Box Only |
Please check the appropriate box to indicate the account type of the subscription.
*Transfer on Death (TOD): Investors who qualify may elect Transfer on Death (TOD) registration for such investment account. TOD registration is designed to give an owner/investor of securities the option of a nonprobate transfer at death of the assets held in the account by designating proposed beneficiary(ies) to receive the account assets upon the owner/investor’s death. TOD registration is available only for owner(s)/investor(s) who are (i) a natural person or (ii) two natural persons holding the account as Tenants by the Entirety or (iii) two or more natural persons holding the account as Joint Tenants with Right of Survivorship or (iv) a married couple holding the account as community property with right of survivorship. The following forms of ownership are ineligible for TOD registration: Tenants in Common, community property without survivorship, non-natural account owners (i.e., entities such as corporations, trusts or partnerships), and investors who are not residents of a state that has adopted the Uniform Transfer on Death Security Registration Act.
Investors who are plan participants under a registered IRA, Keogh, Qualified Pension Plan or Qualified Profit Sharing Plan program may be eligible to purchase such investment through such accounts. No representations are made, and the offeror disclaims any responsibility or liability to the plan custodian, plan administrators, plan participants, investors, or beneficiaries thereof as to the tax ramifications of such investment, the suitability or eligibility of such investment under the respective plan, or that such Investment comports with ERISA, Internal Revenue Service or other governmental rules and regulations pertaining to such plan investments and rights thereunder. A separate private investment form or similar documentation from the Plan Custodian/Administrator and plan participants/investors is required for investment through these types of accounts.
4. | Enter Investor Information |
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account or person(s) authorized to effect transactions in an account. When you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. Some or all of this information will be used to verify the identity of all persons opening an account.
You must include a permanent street address even if your mailing address is a P.O. Box. If the investment is to be held by joint owners you must provide the requested investor information for each joint owner.
5. | Enter Third Party Custodian Information |
If you would like to purchase shares and/or units through an IRA account, First Trust Retirement has agreed to act as IRA custodian for such purpose for each of CVMC REIT II and/or SIC and/or TGIF and/or GREC. In addition, Community National Bank has agreed to act as IRA custodian for purchases of SIC and/or TGIF and/or GREC only or for joint purchases with CVMC REIT II; however, we do not require that you use our IRA custodian.
If you would like to establish a new IRA account with First Trust Retirement, CVMC REIT II and/or SIC and/or TGIF and/or GREC will pay the first-year annual IRA maintenance fees of such accounts with First Trust Retirement. If you would like to establish a new IRA account with Community National Bank, CVMC REIT II will pay the first-year annual IRA maintenance fees of such accounts with Community National Bank. Thereafter, investors will be responsible for the annual IRA maintenance fees which are currently $25 per account per year. Further information about custodial services is available through your Financial Advisor or our dealer manager.
6. | Enter Distribution Information |
7. | Enter Broker-Dealer and Financial Advisor Information |
PLEASE NOTE: The Broker-Dealer or Financial Advisor must complete and sign this section of the Multi-Offering Subscription Agreement. All fields are mandatory.
Required Representations: By signing Section 7, the Financial Advisor confirms on behalf of the Broker-Dealer that he or she:
| • | has discussed the investor’s prospective purchase of shares and/or units with such investor; |
| • | has advised such investor of all fundamental risks related to the investment in the shares and/or units, and the risk that the investor could lose his or her entire investment in the shares and/or units; |
| • | has reasonable grounds to believe the investor is purchasing these shares and/or units for the account referenced in Section 6, and |
The Broker-Dealer is duly licensed and may lawfully offer and sell the shares and/or units in the state of sale designated as the investor’s principal place of residence or principal place of business, as applicable; and agrees to maintain records of the information used to determine that an investment in shares and/or units is suitable and appropriate for the investor for a period of six years.
Net of Commission Purchase (“NOCP”):NOCPs are available to registered associates and other employees of soliciting Broker-Dealer, the funds referenced in Section 1 and their affiliates, participants in a wrap account or commission replacement account with approval for a discount by the Broker-Dealer, RIA, bank trust account, etc. Representatives will not receive selling commission. Refer to prospectus for details.
RIA Submission:Check this box to indicate whether submission is made through a Registered Investment Advisor (RIA) in its capacity as the RIA and not in its capacity as a Financial Advisor, if applicable, whose agreement with the subscriber includes a fixed or “wrap” fee feature for advisory and related brokerage services. If an owner or principal or any member of the RIA firm is a FINRA licensed Financial Advisor affiliated with a Broker-Dealer, the transaction should be completed through that Broker-Dealer, not through the RIA.
CURRENT FORM AS OF 3/20/17 VERSION AA
8. | Select Electronic Delivery (Optional) |
9-9c | Subscriber Acknowledgements & Signatures |
You must initial ALL appropriate representations for ALL funds applicable.
IMPORTANT:Please carefully read and separately initial each of the representations. Except in the case of fiduciary accounts, you may not grant any person a power of attorney to make such representations on your behalf.
9d. | Subscriber Acknowledgements & Signatures |
Please check all funds applicable. By signing the Multi-Offering Subscription Agreement, you agree to provide the information in Section 9-9c of such Agreement and confirm the information is true and correct. If we are unable to verify your identity or that of another person authorized to act on your behalf or if we believe we have identified potential criminal activity, we reserve the right to take action as we deem appropriate, including, but not limited to, closing your account or refusing to establish your account.
| Guidelines for U.S. Taxpayer Certifications |
Definition of a U.S. Person - For U.S. federal tax purposes, you are considered a U.S. person if you are:
| • | An individual who is a U.S. citizen or U.S. resident alien, |
| • | A partnership, corporation, company or association created or organized in the United States or under the laws of the United States, |
| • | An estate (other than a foreign estate), or |
| • | A domestic trust (as defined in Treasury Regulations section 301.7701-7). |
What Number to Give the Requester− Social Security numbers (‘SSN’) have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers(“EIN’) have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All ‘Section’ references are to the Internal Revenue Code of 1986, as amended.
For this type of account: | | Give the SSN of: |
| | | |
1. | An individual’s account | | The individual |
2. | Two or more individuals (Joint account) | | The actual owner of the account or, if combined funds, the first individual on the account(1) |
3. | Custodian account of a minor (Uniform Gift to Minors Act) | | The minor(2) |
4. | (a) The usual revocable savings trust account (grantor also is trustee) | | The grantor-trustee(1) |
| (b) So-called trust account that is not a legal or valid trust under State law | | The actual owner(1) |
5. | Sole proprietorship or disregarded entity owned by an individual | | The owner(3) |
6. | Grantor trust filing under Optional Form 1099 Filing Method 1 (see, Regulations section 1.671-4(b)(2)(i)(A)) | | The grantor(4) |
For this type of account: | | Give the SSN of: |
| | | |
7. | Disregarded entity not owned by an individual | | The owner(3) |
8. | A valid trust, estate, or pension trust | | The legal entity(5) |
9. | Corporate or LLC electing corporate status on Form 8832 or Form 2553 | | The corporation |
10. | Association, club, religious, charitable, educational, or other tax-exempt organization | | The organization |
11. | Partnership or multi-member LLC | | The partnership or LLC |
12. | Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments | | The public entity |
13. | A broker or registered nominee | | The broker or nominee |
14. | Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see, Regulations section 1.671-4(b)(2)(i)(B)) | | The trust |
| | | |
| (1) | List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. |
| (2) | Circle the minor’s name and furnish the minor’s SSN. |
| (3) | You must show your individual name and you also may enter your business or ‘DBA’ name on the second name line. You may use either your SSN or TIN (if you have one). If you are a sole proprietor, the IRS encourages you to use your SSN. |
| (4) | Note:Grantor also must provide a Form W-9 to trustee of trust. |
| (5) | List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) |
Note:If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
Obtaining a Number
If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov/forms/ss-5.pdf. You also may get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
CURRENT FORM AS OF 3/20/17 VERSION AA
| Guidelines for U.S. Taxpayer Certifications, continued |
Payees Exempt from Backup Withholding and/or FATCA Reporting
If you are exempt from backup withholding and/or FATCA reporting, enter in Section 9d, any code(s) that may apply to you.
Exempt Payee Code
Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.
The following codes identify payees that are exempt from backup withholding:
| 1. | An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) |
| 2. | The United States or any of its agencies or instrumentalities |
| 3. | A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions, agencies or instrumentalities |
| 4. | A foreign government or any of its political subdivisions, agencies, or instrumentalities |
| 6. | A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession |
| 7. | A futures commission merchant registered with the Commodity Futures Trading Commission |
| 8. | A real estate investment trust |
| 9. | An entity registered at all times during the tax year under the Investment Company Act of 1940 |
| 10. | A common trust fund operated by a bank under section 584(a) |
| 11. | A financial institution |
| 12. | A middleman known in the investment community as a nominee or custodian |
| 13. | A trust exempt from tax under section 664 or described in section 4947 |
For interest and dividends, all listed payees are exempt except payees listed in category 7. For broker transactions, payees listed in categories 1 through 4 and 6 through 11 and all C corporations are exempt. For broker transactions, S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Exempt payees described above should complete Section 9d to avoid possible erroneous backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER AND ANY APPLICABLE EXEMPT PAYEE CODE, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Exemption from FATCA Reporting Code.The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting thisform for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements.
A – An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)
B – The United States or any of its agencies or instrumentalities
C – A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions, agencies, or instrumentalities
D – A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(i)
E – A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i)
F – A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state
G – A real estate investment trust
H – A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940
I – A common trust fund as defined in section 584(a)
J – A bank as defined in section 581
K – A broker
L – A trust exempt from tax under section 664 or described in section 4947
M – A tax exempt trust under a section 403(b) plan or section 457(g) plan
Privacy Act Notice
Section 6109 requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS also may provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia and U.S. possessions to carry out their tax laws. The IRS also may disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties also may apply.
Penalties
| • | Failure to Furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. |
| • | Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty. |
| • | Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. |
| • | Misuse of TINs. If the requester discloses or uses taxpayer identification numbers in violation of Federal law, the payer may be subject to civil and criminal penalties. |