0001047469-10-008494 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • October 8th, 2010 • Atlantic Power Corp • Electric, gas & sanitary services • Ontario

The Underwriters understand that the Debentures will be issued pursuant to an indenture dated as of December 17, 2009 between the Corporation and Computershare Trust Company of Canada, as debenture trustee, and a first supplement to that indenture, and shall be convertible at the option of the holder into common shares in the capital of the Corporation (“Common Shares”) at a conversion price of Cdn$[·] per Common Share (the “Conversion Price”) at any time prior to the earlier of the close of business on the Maturity Date and the business day immediately preceding the date specified by the Corporation for redemption of the Debentures, subject to adjustment in certain circumstances.

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