Common use of Additional Transaction Terms Clause in Contracts

Additional Transaction Terms. Required Governmental Approvals: 1. Public Utility Commission of Texas pursuant to Title II of the Texas Utilities Code, Section 39.158 2. Committee on Foreign Investment in the United States Persons with Knowledge: Seller’s Persons with Knowledge: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ Purchaser’s Persons with Knowledge: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group Inc. Pier ▇, ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ention: ▇▇▇ ▇▇▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ To Purchaser: c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇d. West. Suite 1400 Montréal, Québec Canada H3B 5E9 Attention:Managing Director, Infrastructure Investments Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ with a copy to: Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 1501, avenue ▇▇▇▇▇▇ Coll▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention:▇▇▇▇▇▇▇▇▇ ▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇@▇▇▇▇.▇▇▇ App. B-1 - 5 Appendix B-1: ADDITIONAL CLOSING DELIVERABLES OF selleR 1. A properly executed certificate from the Seller in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that Seller (or, as the case may be, the Subsidiary Transferor) is not a “foreign person” as defined in Section 1445 of the Code. 1. Copies or originals of the following documents, each dated as of or prior to the Closing Date: a. Certificate of Formation of NewCo. b. Replacement Class B Membership Interest Certificates (for the HoldCo Transferred Interests). c. Assignment and Assumption Agreement (between NewCo and Panhandle B Member 2 LLC), substantially in the form attached hereto. d. Tax Investors’ Consent. e. Voting Agreement, substantially in the form attached hereto. f. Reimbursement Agreement, substantially in the form attached hereto. g. NewCo LLC Agreement in the form to be negotiated in good faith by the Purchaser and the Seller on or prior to the Closing Date. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Closing Deliverables of purchaser Copies or originals of the following documents, each dated as of or prior to the Closing Date: 1. Voting Agreement, substantially in the form attached hereto. 2. Reimbursement Agreement, substantially in the form attached hereto.. 3. NewCo LLC Agreement in the form to be negotiated in good faith by the Purchaser and the Seller on or prior to the Closing Date. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Conditions Precedent to Each Party’s Obligations to Close 1. Receipt of the required Governmental Approvals identified in Part VII of Appendix B. 2. The Purchaser and the Seller shall have agreed on the terms of the NewCo LLC Agreement and such agreement shall have been executed and delivered by the Purchaser and the Seller. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: [RESERVED] App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Conditions Precedent to seller’s Obligations to Close None. App. B-5 - 1 Appendix C: Acquired Interests; Ownership Structure; and Wind Project Information Project Company: Pattern Panhandle Wind 2 LLC, a Delaware limited liability company Holding Company (“HoldCo”): Panhandle Wind Holdings 2 LLC, a Delaware limited liability company Subsidiaries of HoldCo: Project Company Subsidiaries of Project Company None Purchaser: Vertuous Energy LLC as the ultimate purchaser; NewCo (as defined below) as the direct purchaser. Percentage of HoldCo Acquired by Purchaser: 49% of Class B membership interests in HoldCo (indirectly). Percentage Retained by Seller: 51% of Class B membership interests in HoldCo (indirectly).

Additional Transaction Terms. Required Governmental Approvals: 1. Public Utility Commission of Texas pursuant to Title II of By Closing, the Texas Utilities Code, Section 39.158 2Competition Act Approval shall have been obtained. Committee on Foreign Investment in the United States Persons with Knowledge: Seller’s Persons with Knowledge: ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ Sachtlebean, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and PEGI’s Persons with Knowledge: Esben ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ Purchaserand ▇▇▇▇▇ ▇▇▇▇▇▇ PSP’s Persons with Knowledge: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Notwithstanding anything herein to the contrary, PSP and PCFC (on behalf of PEGI) shall assign their rights to acquire the Project Company Acquired Interests to New MSM LP Holdco, as contemplated by Part I of Appendix C. Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group Inc. Pier LP ▇▇▇▇ ▇, ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇entionAttention: ▇▇▇ ▇▇▇▇▇▇ General Counsel Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ To PurchaserPEGI: c/o ▇▇Pattern Energy Group Inc. ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ To PSP: c/o Public Sector Pension Investment Board 1250 ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇d. Blvd. West. Suite 1400 Montréal, Québec Canada H3B 5E9 Attention:: Managing Director, Infrastructure Investments Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ with a copy to: Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 1501, avenue ▇▇▇▇▇▇ Coll▇▇▇ College ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention:: ▇▇▇▇▇▇▇▇▇ ▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇@▇▇▇▇.▇▇▇ App▇ 1. B-1 - 5 Appendix B-1: ADDITIONAL CLOSING DELIVERABLES OF selleRTo the extent available, unaudited consolidated financial statements of income and cash flows and related balance sheet of the Project Company for the most recent fiscal quarter and fiscal year end of the Project Company ending prior to the Closing Date (but in any event after the date of this Agreement), in each case prepared in accordance with GAAP. In the case of PEGI: 1. A properly counterpart signature page to the Shareholder Agreement, executed certificate from by the Seller in accordance with Pattern MSM GP Holdco and PCFC. 2. A counterpart signature page to the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that Seller (orAmended and Restated Limited Partnership Agreement, as executed by the Pattern MSM GP Holdco and PCFC. 3. A counterpart signature page to the ULC Shareholder Agreement, executed by the Pattern MSM Management and PCFC. In the case may be, the Subsidiary Transferor) is not a “foreign person” as defined in Section 1445 of the Code. 1. Copies or originals of the following documents, each dated as of or prior to the Closing Date: a. Certificate of Formation of NewCo. b. Replacement Class B Membership Interest Certificates (for the HoldCo Transferred Interests). c. Assignment and Assumption Agreement (between NewCo and Panhandle B Member 2 LLC), substantially in the form attached hereto. d. Tax Investors’ Consent. e. Voting Agreement, substantially in the form attached hereto. f. Reimbursement Agreement, substantially in the form attached hereto. g. NewCo LLC Agreement in the form to be negotiated in good faith by the Purchaser and the Seller on or prior to the Closing Date. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Closing Deliverables of purchaser Copies or originals of the following documents, each dated as of or prior to the Closing DatePSP: 1. Voting A counterpart signature page to the Shareholder Agreement, substantially in the form attached heretoexecuted by PSP. 2. Reimbursement A counterpart signature page to the Amended and Restated Limited Partnership Agreement, substantially in the form attached hereto..executed by PSP. 3. NewCo LLC Agreement in the form to be negotiated in good faith by the Purchaser and the Seller on or prior A counterpart signature page to the Closing Date. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Conditions Precedent to Each Party’s Obligations to CloseULC Shareholder Agreement, executed by PSP. 1. Receipt of the required all necessary Governmental Approvals identified in set forth on Part VII of Appendix B. 21. The Purchaser and Receipt of a reliance letter from the Seller shall have agreed on Environmental Consultant confirming that the terms of the NewCo LLC Agreement and such agreement shall have been executed and delivered Environmental Report may be relied upon by the Purchaser and Project Company, as though such report had been addressed to the Seller. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: [RESERVED] App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Conditions Precedent to seller’s Obligations to Close None. App. B-5 - 1 Appendix C: Project Company. I. Acquired Interests; Interests & Ownership Structure; and Wind Project Information Project Company: Pattern Panhandle Wind 2 LLC, a Delaware limited liability company Holding Company (“HoldCo”): Panhandle Wind Holdings 2 LLC, a Delaware limited liability company Subsidiaries of HoldCo: Project Company Subsidiaries of Project Company None Purchaser: Vertuous Energy LLC as the ultimate purchaser; NewCo (as defined below) as the direct purchaser. Percentage of HoldCo Acquired by Purchaser: 49% of Class B membership interests in HoldCo (indirectly). Percentage Retained by Seller: 51% of Class B membership interests in HoldCo (indirectly).

Additional Transaction Terms. Required Governmental Approvals: 1. Public Utility Commission of Texas pursuant to Title II of the Texas Utilities Code, Section 39.158 2. Committee on Foreign Investment in the United States 2. FERC - Order Granting Application for Authorization for Disposition of Jurisdictional Facilities and requests for Waivers, Confidential Treatment, and Expedited Consideration, filed by Stillwater Wind, LLC pursuant to Section 203 of the Federal Power Act Persons with Knowledge: Seller’s Persons with Knowledge: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ShimPEGI’s Persons with Knowledge: Esben ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ Purchaserand ▇▇▇▇▇ ▇▇▇▇▇▇ PSP’s Persons with Knowledge: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group Inc. Pier 2 ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ention94111Attention: ▇▇▇ ▇▇▇▇▇▇ PhoneGeneral CounselPhone: ▇▇▇415-▇▇▇283-▇▇▇▇ Fax4000Fax: ▇▇▇-▇▇▇-▇▇▇▇ To PurchaserPEGI: c/o Pattern Energy Group ▇▇▇.▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 94111Attention: General CounselPhone: 415-283-4000Fax: ▇▇▇-▇▇▇-▇▇▇▇ To PSP: ▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇d. Blvd. West. Suite 1400 Montréal, Québec Canada H3B 5E9 Attention:5E9Attention: Managing Director, Infrastructure Investments Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ with a copy to: Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 1501, avenue ▇▇▇▇▇▇ Coll▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention:▇▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇@▇▇▇▇.▇▇▇ App. B-1 - 5 Appendix B-1: ADDITIONAL CLOSING DELIVERABLES OF selleR▇ 1. Financial Statements 2. A properly executed certificate from the Seller in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that Seller (or, as the case may be, the Subsidiary Transferor) is not a “foreign person” as defined in Section 1445 of the Code. 1. Copies or originals of the following documents, each dated as of or prior to the Closing Date: a. Certificate of Formation of NewCo. b. Replacement Class B Membership Interest Certificates (for the HoldCo Transferred Interests). c. Assignment and Assumption Agreement (between NewCo and Panhandle B Member 2 LLC), substantially in the form attached hereto. d. Tax Investors’ Consent. e. Voting Agreement, substantially in the form attached hereto. f. Reimbursement Agreement, substantially in the form attached hereto. g. NewCo LLC Agreement in the form to be negotiated in good faith by the Purchaser and the Seller on or prior to the Closing Date. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Closing Deliverables of purchaser Copies or originals of the following documents, each dated as of or prior to the Closing Date: 1. Voting Agreement, substantially in the form attached hereto. 2. Reimbursement Agreement, substantially in the form attached hereto.. 3. NewCo LLC Agreement in the form to be negotiated in good faith by the Purchaser and the Seller on or prior to the Closing Date. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Conditions Precedent to Each Party’s Obligations to Close 1. Receipt of the required Governmental Approvals identified in Part VII of Appendix B. 2. The Purchaser and the Seller shall have agreed on the terms of the NewCo LLC Agreement and such agreement shall have been executed and delivered by the Purchaser and the Seller. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: [RESERVED] App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Conditions Precedent to seller’s Obligations to Close None. App. B-5 - 1 Appendix C: Acquired Interests; Ownership Structure; and Wind Project Information Project Company: Pattern Panhandle Wind 2 LLC, a Delaware limited liability company Holding Company (“HoldCo”): Panhandle Wind Holdings 2 LLC, a Delaware limited liability company Subsidiaries of HoldCo: Project Company Subsidiaries of Project Company None Purchaser: Vertuous Energy LLC as the ultimate purchaser; NewCo (as defined below) as the direct purchaser. Percentage of HoldCo Acquired by Purchaser: 49% of Class B membership interests in HoldCo (indirectly). Percentage Retained by Seller: 51% of Class B membership interests in HoldCo (indirectly).

Additional Transaction Terms. Required Governmental Approvals: 1. Public Utility Commission Competition Act Approval has been obtained. The Purchasers shared equally the payment of Texas pursuant all required filing fees to Title II the Commissioner of Competition with respect to obtaining the Texas Utilities Code, Section 39.158 2Competition Act Approval. Committee on Foreign Investment in the United States Persons with Knowledge: Seller’s Persons with Knowledge: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ PEGI’s Persons with Knowledge: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ PurchaserPSP’s Persons with Knowledge: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Notwithstanding anything herein to the contrary, PSP and PCFC (on behalf of PEGI) shall assign their rights to acquire the Project Company Acquired Interests to New Belle River LP Holdco, as contemplated by Part I of Appendix C. Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group Inc. Pier LP ▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇entionAttention: ▇▇▇ ▇▇▇▇▇▇ General Counsel Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ To PurchaserPEGI: c/o Pattern Energy Group Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ To PSP: ▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇d. Blvd. West. Suite 1400 Montréal, Québec Canada H3B 5E9 Attention:: Managing Director, Infrastructure Investments Facsimile: (▇▇▇) -▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ with a copy to: Davies ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 1501, avenue ▇▇▇▇▇▇ Coll▇▇▇ College, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇ Attention:: ▇▇▇▇▇▇▇▇▇ ▇▇▇ Facsimile: (▇▇▇) -▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇@▇▇▇▇.▇▇▇ App. B-1 - 5 Appendix B-1: ADDITIONAL CLOSING DELIVERABLES OF selleR 1. A properly executed certificate from the Seller in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that Seller (or, as the case may be, the Subsidiary Transferor) is not a “foreign person” as defined in Section 1445 of the CodeNot applicable. 1. Copies or originals of the following documents, each dated as of or prior to the Closing Date: a. Certificate of Formation of NewCo. b. Replacement Class B Membership Interest Certificates (for the HoldCo Transferred Interests). c. Assignment and Assumption Agreement (between NewCo and Panhandle B Member 2 LLC), substantially in the form attached hereto. d. Tax Investors’ Consent. e. Voting Agreement, substantially in the form attached hereto. f. Reimbursement Agreement, substantially in the form attached hereto. g. NewCo LLC Agreement in the form to be negotiated in good faith by the Purchaser and the Seller on or prior to the Closing Date. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Closing Deliverables of purchaser Copies or originals of the following documents, each dated as of or prior to the Closing Date: 1. Voting Agreement, substantially in the form attached hereto. 2. Reimbursement Agreement, substantially in the form attached hereto.. 3. NewCo LLC Agreement in the form to be negotiated in good faith by the Purchaser and the Seller on or prior to the Closing Date. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Conditions Precedent to Each Party’s Obligations to Close 1. Receipt of the required Governmental Approvals identified in Part VII of Appendix B. 2. The Purchaser and the Seller shall have agreed on the terms of the NewCo LLC Agreement and such agreement shall have been executed and delivered by the Purchaser and the Seller. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: [RESERVED] App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Conditions Precedent to seller’s Obligations to Close None. App. B-5 - 1 Appendix C: Acquired Interests; Ownership Structure; and Wind Project Information Project Company: Pattern Panhandle Wind 2 LLC, a Delaware limited liability company Holding Company (“HoldCo”): Panhandle Wind Holdings 2 LLC, a Delaware limited liability company Subsidiaries of HoldCo: Project Company Subsidiaries of Project Company None Purchaser: Vertuous Energy LLC as the ultimate purchaser; NewCo (as defined below) as the direct purchaser. Percentage of HoldCo Acquired by Purchaser: 49% of Class B membership interests in HoldCo (indirectly). Percentage Retained by Seller: 51% of Class B membership interests in HoldCo (indirectly).

Additional Transaction Terms. Required Governmental Approvals: 1. Public Utility Commission Competition Act Approval has been obtained. The Purchasers shared equally the payment of Texas pursuant all required filing fees to Title II the Commissioner of Competition with respect to obtaining the Texas Utilities Code, Section 39.158 2Competition Act Approval. Committee on Foreign Investment in the United States Persons with Knowledge: Seller’s Persons with Knowledge: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ PEGI’s Persons with Knowledge: Esben ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ PurchaserPSP’s Persons with Knowledge: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Notwithstanding anything herein to the contrary, PSP and PCFC (on behalf of PEGI) shall assign their rights to acquire the Project Company Acquired Interests to New Belle River LP Holdco, as contemplated by Part I of Appendix C. Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group Inc. Pier ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ention94111Attention: ▇▇▇ ▇▇▇▇▇▇ PhoneGeneral CounselPhone: ▇▇▇415-▇▇▇283-▇▇▇▇ Fax4000Fax: ▇▇▇-▇▇▇-▇▇▇▇ To PurchaserPEGI: c/o Pattern Energy Group ▇▇▇.▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 94111Attention: General CounselPhone: 415-283-4000Fax: ▇▇▇-▇▇▇-▇▇▇▇ To PSP: ▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇d. Blvd. West. Suite 1400 Montréal, Québec Canada H3B 5E9 Attention:5E9Attention: Managing Director, Infrastructure Investments Facsimile: (▇▇▇) -▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ with a copy to: Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 1501, avenue ▇▇▇▇▇▇ Coll▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇ Attention:: ▇▇▇▇▇▇▇▇▇ ▇▇▇ Facsimile: (▇▇▇) -▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇@▇▇▇▇.▇▇▇ App. B-1 - 5 Appendix B-1: ADDITIONAL CLOSING DELIVERABLES OF selleR▇ 1. A properly executed certificate from the Seller in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that Seller (or, as the case may be, the Subsidiary Transferor) is not a “foreign person” as defined in Section 1445 of the CodeNot applicable. 1. Copies or originals of the following documents, each dated as of or prior to the Closing Date: a. Certificate of Formation of NewCo. b. Replacement Class B Membership Interest Certificates (for the HoldCo Transferred Interests). c. Assignment and Assumption Agreement (between NewCo and Panhandle B Member 2 LLC), substantially in the form attached hereto. d. Tax Investors’ Consent. e. Voting Agreement, substantially in the form attached hereto. f. Reimbursement Agreement, substantially in the form attached hereto. g. NewCo LLC Agreement in the form to be negotiated in good faith by the Purchaser and the Seller on or prior to the Closing Date. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Closing Deliverables of purchaser Copies or originals of the following documents, each dated as of or prior to the Closing Date: 1. Voting Agreement, substantially in the form attached hereto. 2. Reimbursement Agreement, substantially in the form attached hereto.. 3. NewCo LLC Agreement in the form to be negotiated in good faith by the Purchaser and the Seller on or prior to the Closing Date. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Conditions Precedent to Each Party’s Obligations to Close 1. Receipt of the required Governmental Approvals identified in Part VII of Appendix B. 2. The Purchaser and the Seller shall have agreed on the terms of the NewCo LLC Agreement and such agreement shall have been executed and delivered by the Purchaser and the Seller. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: [RESERVED] App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Conditions Precedent to seller’s Obligations to Close None. App. B-5 - 1 Appendix C: Acquired Interests; Ownership Structure; and Wind Project Information Project Company: Pattern Panhandle Wind 2 LLC, a Delaware limited liability company Holding Company (“HoldCo”): Panhandle Wind Holdings 2 LLC, a Delaware limited liability company Subsidiaries of HoldCo: Project Company Subsidiaries of Project Company None Purchaser: Vertuous Energy LLC as the ultimate purchaser; NewCo (as defined below) as the direct purchaser. Percentage of HoldCo Acquired by Purchaser: 49% of Class B membership interests in HoldCo (indirectly). Percentage Retained by Seller: 51% of Class B membership interests in HoldCo (indirectly).