ContractNew York • May 5th, 2020
Jurisdiction FiledMay 5th, 2020EXHIBIT 10.3 CONFIDENTIAL October 10, 2019 Pattern Energy Group Inc. 1088 Sansome Street San Francisco, CA 94111 Attention: General Counsel Re: Pattern Grady Guaranty-- Reimbursement Ladies and Gentlemen: Reference is made to (i) the Purchase and Sale Agreement, dated as of the date hereof (the “Purchase and Sale Agreement”), entered into by Pattern Grady Holdings LLC, a Delaware limited liability company (“Seller”), Pattern Energy Group Inc., a Delaware corporation (“Pattern”), Vertuous Energy LLC, a Delaware limited liability company (“Buyer”), and (solely for purposes of Section 7.1 thereof) Pattern Energy Group 2 LP, a Delaware limited partnership, with respect to the acquisition (the “Acquisition”) by Buyer of indirect membership interests in Grady Energy Holdings LLC, a Delaware limited liability company (the “Company”); (ii) the Guaranty (the “Guaranty”), dated as of the date hereof, by Pattern for the benefit of certain members of the Company identified in the Guaranty (the “Be