Pattern Energy Group Inc. Sample Contracts

Pattern Energy Group Inc. – Pattern Energy Reports Fourth Quarter and Year End 2018 Financial Results (March 1st, 2019)

SAN FRANCISCO, California, March 1, 2019 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2018 fourth quarter and year.

Pattern Energy Group Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (November 27th, 2018)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Stillwater New B Member LLC (the “Company”), dated as of November 20, 2018 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Members (as defined herein).

Pattern Energy Group Inc. – CONFIDENTIAL November 20, 2018 (November 27th, 2018)

Reference is made to (i) the Purchase and Sale Agreement dated November 20, 2018 (the “Purchase and Sale Agreement”) entered into by Pattern Energy Group 2 LP, a Delaware limited partnership, Pattern Energy Group Inc., a Delaware corporation (“Pattern”), and Vertuous Energy LLC, a Delaware limited liability company (“Buyer”) with respect to the acquisition (the “Acquisition”) by Buyer of indirect membership interests in Stillwater New Energy Holdings LLC, a Delaware limited liability company (the “Company”); (ii) the Guarantee dated as of the date hereof, by Pattern for the benefit of certain members of the Company identified in the Guarantee (the “Beneficiary”), of certain obligations of Stillwater New B Member LLC, a Delaware limited liability company and an indirect subsidiary of Pattern (the “Class B Member”), owed to the Beneficiary (the “Guaranteed Obligations”) (the “Guarantee”); (iii) the Amended and Restated Limited Liability Company Agreement of the Company, dated as of the d

Pattern Energy Group Inc. – PURCHASE AND SALE AGREEMENT by and among (November 27th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 20, 2018, is made by and among Pattern Energy Group Inc., a Delaware corporation (“PEGI”), Vertuous Energy LLC, a Delaware limited liability company (“PSP,” each of PSP and PEGI, a “Purchaser,” and together, “Purchasers”), and Pattern Energy Group 2 LP, a Delaware limited partnership (“Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.

Pattern Energy Group Inc. – Pattern Energy Enters Agreement to Sell K2 Wind Facility (November 8th, 2018)

SAN FRANCISCO, California, November 7, 2018 – Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (“Pattern Energy” or the “Company”) today announced it has entered into an agreement for the sale of the Company’s 90 megawatt (“MW”) minority owned interest in the K2 Wind power facility (“K2”) in Ontario for a purchase price of CAD$216.0 (US$166.0 million1), to a consortium of investors led by Axium Infrastructure (the “Axium Consortium”).

Pattern Energy Group Inc. – Pattern Energy Reports Third Quarter 2018 Financial Results (November 5th, 2018)

SAN FRANCISCO, California, November 5, 2018 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2018 third quarter.

Pattern Energy Group Inc. – MEMORANDUM OF UNDERSTANDING (October 1st, 2018)

This Memorandum of Understanding (this “MOU”), dated as of August 16, 2018 (the “Execution Date”), sets forth the agreement of Pattern Gulf Wind Holdings LLC (“PGWH”) and Pattern Western Development LLC (“PWD” and, together with PGWH, the “Parties”) with respect to PGWH’s option for it or its designated affiliate to acquire PTC qualifying turbines (as further described in Exhibit A, the “2016 Turbines”) from PWD (the “Transaction”).

Pattern Energy Group Inc. – AMENDMENT NO. 2018-2 TO (August 17th, 2018)

THIS AMENDMENT NO. 2018-2 TO MEMBERS’ AGREEMENT (this “Amendment”) is entered into as of August 14th, 2018 by and between GREEN POWER GENERATION GK, a Japanese godo kaisha (“GPG”) and GREEN POWER INVESTMENT CORPORATION, a Japanese kabushiki kaisha (“GPI”) (each individually a “Party” and collectively the “Parties”).

Pattern Energy Group Inc. – PATTERN MSM GP HOLDINGS INC. UNANIMOUS SHAREHOLDER AGREEMENT (August 16th, 2018)

any amendment of the Partnership Agreement or the Articles (or the Project Shareholder Agreement, Project LPA, Management Agreement, the articles, by-laws or equivalent constituting document of any of the Subsidiaries of the Partnership, the Project Partnership, the Corporation or the Project General Partner), other than (i) as required by the applicable third-party partnership agreement, or (ii) amendments that are required by Applicable Law or are of a clerical or “housekeeping” nature;

Pattern Energy Group Inc. – SHAREHOLDERS AGREEMENT (August 16th, 2018)
Pattern Energy Group Inc. – MSM LP HOLDINGS LP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (August 16th, 2018)

AND WHEREAS on August 10, 2018, PRHC Holdings LP transferred approximately 99.99% of its units in the Project Partnership to the Partnership;

Pattern Energy Group Inc. – Pattern Energy Reports Second Quarter 2018 Financial Results (August 9th, 2018)

SAN FRANCISCO, California, August 9, 2018 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2018 second quarter.

Pattern Energy Group Inc. – WAIVER AGREEMENT (May 25th, 2018)

This WAIVER AGREEMENT (the “Waiver Agreement”), dated as of May 21, 2018 is entered into by Pattern Energy Group LP, a Delaware limited partnership (“PEG LP”), and Pattern Energy Group Inc., a Delaware corporation (“PEG Inc.”). Each of PEG LP and PEG Inc. are hereafter referred to individually as a “Party” and collectively as “Parties.”

Pattern Energy Group Inc. – CONSENT AND WAIVER AGREEMENT (May 25th, 2018)

This CONSENT AND WAIVER AGREEMENT (the “Consent and Waiver”), dated as of May 21, 2018 is entered into by Public Sector Pension Investment Board, a Canadian Crown corporation under the Public Sector Pension Investment Board Act (Canada) (“PSP”), and Pattern Energy Group Inc., a Delaware corporation (“PEG Inc.”). Each of PSP and PEG Inc. are hereafter referred to individually as a “Party” and collectively as “Parties.”

Pattern Energy Group Inc. – Pattern Energy Enters Agreement to Sell Operations in Chile (May 25th, 2018)

SAN FRANCISCO, California, May 24, 2018 - Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (“Pattern Energy” or the “Company”) today announced it has entered into an agreement for the sale of the Company’s operations in Chile, which principally consist of its 81 megawatt (“MW”) owned interest in the 115 MW El Arrayán Wind project (“El Arrayán Wind”), to affiliates of Arroyo Energy Investors (“Arroyo”) for which Pattern Energy will receive cash consideration of $67.0 million. This price represents a cash available for distribution (“CAFD”) multiple that is greater than the CAFD multiple for projects the Company has acquired in the past. Pattern Energy also expects to eliminate more than $1.0 million of annual overhead related to managing the business in Chile.

Pattern Energy Group Inc. – PATTERN ENERGY GROUP INC. 2013 EQUITY INCENTIVE AWARD PLAN (May 10th, 2018)

Pattern Energy Group Inc., a Delaware corporation (the “Company”), pursuant to its 2013 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of shares of Restricted Stock (the “Shares”) set forth below. The Shares are subject to the terms and conditions set forth in this Performance-Based Restricted Stock Grant Notice (the “Grant Notice”) and the Restricted Stock Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. The Shares and any proceeds that Participant may receive hereunder are also subject to any applicable Company policies, including the Company’s clawback policy. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

Pattern Energy Group Inc. – Pattern Energy Reports First Quarter 2018 Financial Results (May 10th, 2018)

SAN FRANCISCO, California, May 10, 2018 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2018 first quarter.

Pattern Energy Group Inc. – PATTERN ENERGY GROUP INC. 2013 EQUITY INCENTIVE AWARD PLAN (May 10th, 2018)

Pattern Energy Group Inc., a Delaware corporation (the “Company”), pursuant to its 2013 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of shares of Restricted Stock (the “Shares”) set forth below. The Shares are subject to the terms and conditions set forth in this Restricted Stock Grant Notice (the “Grant Notice”) and the Restricted Stock Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. The Shares and any proceeds that Participant may receive hereunder are also subject to any applicable Company policies, including the Company’s clawback policy. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

Pattern Energy Group Inc. – AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (March 9th, 2018)

This SECOND AMENDED & RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of November 21, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among PATTERN US FINANCE COMPANY LLC, a Delaware limited liability company (“US Borrower”), EACH OTHER GRANTOR PARTY HERETO, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with US Borrower, the “Grantors” and each, individually, a “Grantor”), and ROYAL BANK OF CANADA, as collateral agent for the Secured Parties (as herein defined in the Credit Agreement) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

Pattern Energy Group Inc. – Pattern Energy Reports Fourth Quarter and Year End 2017 Financial Results (March 1st, 2018)

SAN FRANCISCO, California, March 1, 2018 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ and TSX: PEGI) today announced its financial results for the 2017 fourth quarter and year.

Pattern Energy Group Inc. – PURCHASE and Sale AGREEMENT by and between PATTERN ENERGY GROUP INC., Purchaser and PATTERN ENERGY GROUP LP, Seller Dated as of February 26, 2018 Interests in GK Green Power Kanagi GK Green Power Otsuki GK Green Power Futtsu LIST OF EXHIBITS AND APPENDICES (February 27th, 2018)

THIS PURCHASE and Sale AGREEMENT (this “Agreement”), dated as of February 26, 2018, is made by and between Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), and Pattern Energy Group LP, a Delaware limited partnership (the “Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Exhibit A attached hereto.

Pattern Energy Group Inc. – PURCHASE and Sale AGREEMENT by and between PATTERN ENERGY GROUP INC., Purchaser and GREEN POWER INVESTMENT CORPORATION, Seller Dated as of February 26, 2018 Interests in GK Green Power Kanagi GK Green Power Otsuki Otsuki Wind Power Corporation (February 27th, 2018)

THIS PURCHASE and Sale AGREEMENT (this “Agreement”), dated as of February 26, 2018, is made by and between Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), and Green Power Investment Corporation, a Japanese corporation (the “Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Exhibit A attached hereto.

Pattern Energy Group Inc. – PURCHASE and Sale AGREEMENT by and between PATTERN ENERGY GROUP INC., Purchaser and GREEN POWER INVESTMENT CORPORATION, Seller Dated as of February 26, 2018 Interests in green power tsugaru GK (February 27th, 2018)

THIS PURCHASE and Sale AGREEMENT (this “Agreement”), dated as of February 26, 2018, is made by and between Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), and Green Power Investment Corporation, a Japanese corporation (the “Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.

Pattern Energy Group Inc. – PURCHASE and Sale AGREEMENT by and between PATTERN ENERGY GROUP INC., Purchaser and PATTERN ENERGY GROUP LP, Seller Dated as of February 26, 2018 Interests in green power tsugaru GK (February 27th, 2018)

THIS PURCHASE and Sale AGREEMENT (this “Agreement”), dated as of February 26, 2018, is made by and between Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), and Pattern Energy Group LP, a Delaware limited partnership (the “Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.

Pattern Energy Group Inc. – DEFERRED PAYMENT AGREEMENT (February 27th, 2018)

THIS DEFERRED PAYMENT AGREEMENT (this “Agreement”) is entered into as of February 26, 2018, by and between Pattern Energy Group Inc., a Delaware corporation (“Purchaser”) and Pattern Energy Group LP, a Delaware limited partnership (“Seller”).

Pattern Energy Group Inc. – February 26, 2018 (February 27th, 2018)

SAN FRANCISCO, Feb. 26, 2018 /CNW/ -- Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today announced a series of transactions highlighted by: 1) agreements to acquire 206 megawatts ("MW") of owned capacity in projects from Pattern Energy Group LP ("Pattern Development 1.0") and Green Power Investments ("GPI"); and 2) an additional investment in Pattern Energy Group 2 LP ("Pattern Development 2.0") to fund the acquisition of a controlling interest in GPI, a Japanese renewable developer, from Pattern Development 1.0.

Pattern Energy Group Inc. – CONFIDENTIAL (December 28th, 2017)

Reference is made to (i) the Purchase and Sale Agreement dated June 16, 2017 (the “Purchase and Sale Agreement”) entered into by Pattern Energy Group Inc., a Delaware corporation (“Seller”), and Vertuous Energy LLC, a Delaware limited liability company (“Buyer”) with respect to the acquisition (the “Acquisition”) by Buyer of indirect membership interests in Panhandle Wind Holdings 2 LLC, a Delaware limited liability company (the “Company”); (ii) the Guarantee dated as of November 10, 2014, by Seller for the benefit of certain members of the Company identified in the Guarantee, of certain obligations of Panhandle B Member 2 LLC, a Delaware limited liability company and an affiliate of Seller, owed to the Beneficiaries (the “Guaranteed Obligations”) (as amended and restated pursuant to that certain Amended and Restated Guaranty, dated as of the date hereof, the “Amended and Restated Guarantee”). Capitalized terms used herein without definition are used as defined in the Guarantee. Selle

Pattern Energy Group Inc. – VOTING AGREEMENT (December 28th, 2017)

This Voting Agreement (this “Agreement”) is made as of December 22, 2017 by and among Panhandle B Member 2 LLC, a Delaware limited liability company (the “Managing Member”) and Vertuous Energy LLC, a Delaware limited liability company (the “Investor”).

Pattern Energy Group Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (December 28th, 2017)
Pattern Energy Group Inc. – PATTERN ENERGY GROUP INC. (December 28th, 2017)

Re: Waiver Agreement and Amendment No. 2 dated as of December 22, 2017 (“Waiver”) among JPM Capital Corporation, Morgan Stanley Wind LLC, Comet Wind TX, LLC, and Panhandle B Member 2 LLC, a (“Panhandle Member 2”), and

Pattern Energy Group Inc. – SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of November 21, 2017 among PATTERN US FINANCE COMPANY LLC PATTERN CANADA FINANCE COMPANY ULC CERTAIN SUBSIDIARIES OF PATTERN US FINANCE COMPANY LLC CERTAIN SUBSIDIARIES OF PATTERN CANADA FINANCE COMPANY ULC THE LENDERS FROM TIME TO TIME PARTY HERETO ROYAL BANK OF CANADA (ACTING THROUGH ITS NEW YORK BRANCH) as Swingline Lender ROYAL BANK OF CANADA (ACTING THROUGH ITS NEW YORK BRANCH) as Administrative Agent ROYAL BANK OF CANADA (ACTING THROUGH ITS NEW YORK BRANCH) as Collateral Agent ROYAL BANK OF CANADA, BANK OF MONTREAL, MORGA (November 22nd, 2017)
Pattern Energy Group Inc. – DEFERRED RESTRICTED STOCK UNIT GRANT NOTICE (November 22nd, 2017)

Pattern Energy Group Inc., a Delaware corporation (the “Company”), pursuant to its 2013 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Deferred Restricted Stock Units (the “DRSUs”) set forth below. The DRSUs are subject to the terms and conditions set forth in this Deferred Restricted Stock Unit Grant Notice (the “Grant Notice”), the Deferred Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

Pattern Energy Group Inc. – Pattern Energy Reports Third Quarter 2017 Financial Results (November 9th, 2017)

SAN FRANCISCO, California, November 9, 2017 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2017 third quarter.

Pattern Energy Group Inc. – Registration Rights Agreement (Side Letter) (October 31st, 2017)

Reference is made to that certain Acknowledgment and Assignment Agreement (the “Acknowledgment and Assignment Agreement”), dated as of June 16, 2017, by and among Pattern Energy Group LP (“Pattern Development 1.0”), Public Sector Pension Investment Board (“PSP”) and Pattern Energy Group Inc. (the “Company” and together with PSP, the “Parties”) pursuant to which Pattern Development 1.0 conveyed, transferred and assigned to PSP piggyback registration rights under Section 2.2 of that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of October 2, 2013, by and among the Company and the other parties thereto.

Pattern Energy Group Inc. – Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 (October 23rd, 2017)

Pattern Energy Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for which you are acting as representatives (the “Representatives”), 8,000,000 shares of Class A common stock of the Company, par value $0.01 per share (“Class A Common Stock,” and such shares of Class A Common Stock, the “Firm Shares”).