Common Contracts

BMO CAPITAL MARKETS CORP. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. c/o BMO Capital Markets Corp. New York, New York 10036 Ladies and Gentlemen:

Financing Agreement • July 24th, 2015 • Pattern Energy Group Inc. • Electric services • New York

• Contract Type
  Financing Agreement
• Filed
  July 24th, 2015
• Company
  Pattern Energy Group Inc.
• Industry
  Electric services
• Jurisdiction
  New York

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”), 5,435,000 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”).

c/o Morgan Stanley & Co. LLC 1585 Broadway, 32nd Floor New York, New York 10036

Financing Agreement • February 4th, 2015 • Pattern Energy Group Inc. • Electric services • New York

• Contract Type
  Financing Agreement
• Filed
  February 4th, 2015
• Company
  Pattern Energy Group Inc.
• Industry
  Electric services
• Jurisdiction
  New York

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”), 7,000,000 shares of Class A common stock of the Company, par value $0.01 per share (“Class A Common Stock”). The aggregate of 7,000,000 shares of Class A Common Stock to be sold by the Company are hereinafter referred to as the “Primary Firm Shares.” In addition, Pattern Renewables LP, a Delaware limited partnership (“Pattern Renewables”), proposes to sell to the Underwriters 5,000,000 shares of Class A Common Stock (the “Secondary Firm Shares,” and together with the Primary Firm Shares, the “Firm Shares”).