Common use of Additional Transaction Terms Clause in Contracts

Additional Transaction Terms. Required Governmental Approvals: 1. Competition Act Approval has been obtained. The Purchasers shared equally the payment of all required filing fees to the Commissioner of Competition with respect to obtaining the Competition Act Approval. Persons with Knowledge: Seller’s Persons with Knowledge: Xxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxxxx and Xxxxx Xxxxx PEGI’s Persons with Knowledge: Esben Xxxxxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxx and Xxx Xxxx PSP’s Persons with Knowledge: Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: 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 XX0000 Xxxxxxx Xx.Xxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PEGI: c/o Pattern Energy Group Xxx.0000 Xxxxxxx Xx.Xxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PSP: x/x Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx 0000 Xxxx-Xxxxxxxx Blvd. West. Suite 1400 Montréal, Québec Canada H3B 5E9Attention: Managing Director, Infrastructure Investments Facsimile: 000-000-0000 E-mail: xxxxxxxxxxxxxx@xxxxxxxxx.xx and xxxxxxxxxxxx@xxxxxxxxx.xx with a copy to: Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP 1501, avenue XxXxxx Xxxxxxx, 00xx Xxxxx Xxxxxxxx, XxxxxxXxxxxx, X0X 0X0 Attention: Xxxxxxxxx Xxx Facsimile: 000-000-0000 E-mail: xxxx@xxxx.xxx 1. Not applicable.

Additional Transaction Terms. Required Governmental Approvals: 1. Competition Act Approval has been obtainedPublic Utility Commission of Texas pursuant to Title II of the Texas Utilities Code, Section 39.158 2. The Purchasers shared equally Committee on Foreign Investment in the payment of all required filing fees to the Commissioner of Competition with respect to obtaining the Competition Act Approval. United States Persons with Knowledge: Seller’s Persons with Knowledge: Xxx XxxxxxxxxxXxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxxxx and Xxxxx Xxxxx PEGI’s Persons with Knowledge: Esben Xxxxxxxx, Xxxxxxx Xxxx, Xxxxx Xxxx Xxxxxx and Xxx Xxxx PSPXxxx Purchaser’s Persons with Knowledge: Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: 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. None Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group XX0000 Xxxxxxx Xx.Inc. Pier 0, Xxx 0 Xxx Xxxxxxxxx, XX 94111Attention00000 Xxxention: General CounselPhoneXxx Xxxxxx Phone: 415000-283000-4000Fax0000 Fax: 000-000-0000 To PEGIPurchaser: c/o Pattern Energy Group Xxx.0000 Xxxxxxx Xx.Xxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PSP: x/x Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx 0000 Xxxx-Xxxxxxxx BlvdXxxd. West. Suite 1400 Montréal, Québec Canada H3B 5E9Attention: 5E9 Attention:Managing Director, Infrastructure Investments Facsimile: (000-) 000-0000 E-mail: xxxxxxxxxxxxxx@xxxxxxxxx.xx and xxxxxxxxxxxx@xxxxxxxxx.xx with a copy to: Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP 1501, avenue XxXxxx Xxxxxxx, Collxxx 00xx Xxxxx Xxxxxxxx, XxxxxxXxxxxx, Xxxxxx Xxxxxx X0X 0X0 Attention: :Xxxxxxxxx Xxx Facsimile: (000-) 000-0000 E-mail: xxxx@xxxx.xxxxxxx@xxxx.xxx App. B-1 - 5 Appendix B-1: ADDITIONAL CLOSING DELIVERABLES OF selleR 1. Not applicableA 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. X-0 - 0 Xxxxxxxx X-0: 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. X-0 - 0 Xxxxxxxx X-0: 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. X-0 - 0 Xxxxxxxx X-0: [RESERVED] App. X-0 - 0 Xxxxxxxx X-0: 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. Competition Act CFIUS Clearance2. FERC Approval has been obtained. The Purchasers shared equally the payment of all required filing fees to the Commissioner of Competition with respect to obtaining the Competition Act Approval. 1556004.16-WASSR01A - MSW Persons with Knowledge: Seller’s Persons with Knowledge: Xxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxx XxXxx, Xxxxxx Xxxxxxxxxxx Xxxxxxxxxx, Xxxxxx Xxx Xxxxxx, Xxxxxx Xxxx, Xxxx Xxxx and Xxxxx Xxxxx Xxxxxx Xxxx PEGI’s Persons with Knowledge: Esben Xxxxxxxx, Xxxxxxx Xxxx, Xxxx and Xxxxx Xxxxxx and Xxx Xxxx PSP’s Persons with Knowledge: Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of PurchaserPurchasers: 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. None Governing Law: New York 1556004.16-WASSR01A - MSW Notice Information: To Seller: c/o Pattern Energy Group 2 XX0000 Xxxxxxx Xx.Xxx XxxxxxXxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PEGI: c/o Pattern Energy Group Xxx.0000 Xxxxxxx Xx.Xxx XxxxxxXxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PSP: x/x Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx 0000 Xxxxx0000 Xxxx-Xxxxxxxx Blvd. West. .Suite 1400 Montréal1400Montréal, Québec Canada QuébecCanada H3B 5E9Attention: Managing Director, Infrastructure Investments FacsimileInvestmentsFacsimile: 000(514) 937-000-0000 E0403E-mail: xxxxxxxxxxxxxx@xxxxxxxxx.xx and xxxxxxxxxxxx@xxxxxxxxx.xx with a copy to: Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP 1501LLP1501, avenue XxXxxx XxxxxxxXxxxxxx00xx XxxxxXxxxxxxx, 00xx Xxxxx Xxxxxxxx, XxxxxxXxxxxx, XxxxxxXxxxxx X0X 0X0 Attention0X0Xxxxxxxxx: Xxxxxxxxx Xxx FacsimileFranziska RufFacsimile: 000(514) 841-000-0000 E6499E-mail: xxxx@xxxx.xxxxxxx@xxxx.xxx 1556004.16-WASSR01A - MSW 1. Not applicableFinancial Statements. 2. A properly executed certificate from the Seller in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) and Section 1446(f)(2) of the Code certifying that Seller is not a “foreign person” as defined in Section 1445 and 1446 of the Code. 3. A payoff letter in respect of the Construction Financing (as defined in the ECCA) and a release by the Lenders (as defined in the ECCA) of the Liens securing the Construction Financing (as defined in the ECCA). 4. The Secretary or other officer of B Member shall have delivered to the Purchasers a certificate, in form and substance reasonably satisfactory to the Purchasers, certifying as to the truth and correctness of (i) each Acquired Company’s Certificate of Formation, (ii) each Acquired Company’s Limited Liability Company Agreement, and (iii) a good standing certificate with respect to each Acquired Company, dated no earlier than September 24, 2019. 1556004.16-WASSR01A - MSW

Additional Transaction Terms. Required Governmental Approvals: 1. Competition 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 Approval has been obtained. The Purchasers shared equally the payment of all required filing fees to the Commissioner of Competition with respect to obtaining the Competition Act Approval. Persons with Knowledge: Seller’s Persons with Knowledge: Xxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxx Xxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxxxx XxXxx, Xxxxx Xxxx, Xxxxxx Xxxxxxxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxx and Xxxxx Xxxxx PEGIXxxxxx ShimPEGI’s Persons with Knowledge: Esben Xxxxxxxx, Xxxxxxx Xxxx, Xxxx and Xxxxx Xxxxxx and Xxx Xxxx PSP’s Persons with Knowledge: Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: 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. None Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group 2 XX0000 Xxxxxxx Xx.Xxx XxxxxxXxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PEGI: c/o Pattern Energy Group Xxx.0000 Xxxxxxx Xx.Xxx XxxxxxXxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PSP: x/x Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx 0000 Xxxx-Xxxxxxxx Blvd. West. Suite 1400 Montréal, Québec Canada H3B 5E9Attention: Managing Director, Infrastructure Investments Facsimile: (000-) 000-0000 E-mail: xxxxxxxxxxxxxx@xxxxxxxxx.xx and xxxxxxxxxxxx@xxxxxxxxx.xx with a copy to: Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP 1501, avenue XxXxxx Xxxxxxx, Xxxxxxx 00xx Xxxxx Xxxxxxxx, XxxxxxXxxxxx, Xxxxxx Xxxxxx X0X 0X0 Attention0X0Xxxxxxxxx: Xxxxxxxxx Xxx Facsimile: (000-) 000-0000 E-mail: xxxx@xxxx.xxx 1. Not applicableFinancial 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.