0001047469-15-004523 Sample Contracts

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between ATLANTIC POWER TRANSMISSION, INC. and TERRAFORM AP ACQUISITION HOLDINGS, LLC dated as of March 31, 2015

Membership Interest Purchase Agreement • May 7th, 2015 • Atlantic Power Corp • Electric, gas & sanitary services • New York

• Contract Type
  Membership Interest Purchase Agreement
• Filed
  May 7th, 2015
• Company
  Atlantic Power Corp
• Industry
  Electric, gas & sanitary services
• Jurisdiction
  New York

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2015, is made and entered into by and between ATLANTIC POWER TRANSMISSION, INC., a Delaware corporation (the “Seller”), and TERRAFORM AP ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (the “Buyer”).

GUARANTY AGREEMENT

Guaranty Agreement • May 7th, 2015 • Atlantic Power Corp • Electric, gas & sanitary services • New York

• Contract Type
  Guaranty Agreement
• Filed
  May 7th, 2015
• Company
  Atlantic Power Corp
• Industry
  Electric, gas & sanitary services
• Jurisdiction
  New York

This Guaranty Agreement (this “Guaranty”) is made as of March 31, 2015 by Atlantic Power Corporation, a corporation continued under the laws of the Province of British Columbia, Canada (“Guarantor”), in favor of TerraForm AP Acquisition Holdings, LLC, a Delaware limited liability company (the “Beneficiary”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Membership Interest Purchase Agreement (defined below).