Greenbacker Renewable Energy Company

RISK FACTORS

We are an "emerging growth company," as that term is used in the Jumpstart Our Business Startups (JOBS) Act of 2012; however, we do not intend to take advantage of any of the reduced public company reporting requirements afforded by the JOBS Act. Investing in our shares may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of investment or the entire loss of investment. This offering is being made only to qualified investors by way of a Prospectus. Please read the Prospectus in its entirety before investing for complete information and to learn more about the risks associated with this offering, such as:

• Our advisor and its respective affiliates, including our officers and some of our directors, will face conflicts of interest including conflicts that may result from compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our members.

• This offering is initially a "blind pool" offering, and therefore, you will not have the opportunity to evaluate our investments before we make them, which makes an investment in us more speculative.

• This is our initial public offering. We have no assets. We have no operating history. No public market currently exists for our shares, nor may a public market ever develop and our shares are illiquid.

• Our success will be dependent on the performance of our advisor; however, our advisor has no operating history and no experience managing a public company or maintaining our exemption from registration under the Investment Company Act of 1940, as amended.

• We will pay substantial fees and expenses to GCM and the dealer manager, which payments increase the risk that you will not earn a profit on your investment.

• We intend to make distributions to our members out of assets legally available for distribution. The amount of any distributions we may pay is uncertain. We may not be able to pay you distributions, or be able to sustain them once we begin declaring distributions, and our distributions may not grow over time.

• We may incur substantial debt, which could adversely impact the value of an investment.

• Our board of directors may change our investment policies and strategies without prior notice or member approval, the effects of which may be adverse.

• Shares are subject to a 9.8% ownership limitation. In addition, our LLC Agreement contains various other restrictions on ownership and transfer of our shares.

• You will experience substantial dilution in the net tangible book value of your shares equal to the offering costs associated with your shares.

• We may pay distributions from any source and there are no limits on distributions that may be paid from sources other than cash flow from operations which may reduce returns.

• Even after we commence quarterly valuations of our assets, the price of our shares may not be indicative of the price at which such shares would trade if they were listed on an exchange or actively traded by brokers, nor would the share price be indicative of the proceeds that a shareholder would receive if we were liquidated or dissolved.

• We rely, in part, on Federal and state incentives that support the sale of energy generated from renewable sources. A reduction or elimination of these incentives could result in lower prices for our power and may adversely affect investors’ returns.

• We will be subject to risks incident to making investments in energy infrastructure and energy efficiency projects.


This offering of securities to which this website relates is currently not available to residents of Alabama, Arizona, Arkansas, Massachusetts, Minnesota and Ohio. AND TO CONTINUE PLEASE ACKNOWLEDGE THAT YOU HAVE READ THE RISK FACTORS AND YOU ARE NOT A RESIDENT OF OF ALABAMA, ARIZONA, ARKANSAS, MASSACHUSETTS, MINNESOTA OR OHIO BY CLICKING "ACCEPT" BELOW.