c/o Morgan Stanley & Co. LLC 1585 Broadway, 32nd Floor New York, New York 10036Underwriting Agreement • February 4th, 2015 • Pattern Energy Group Inc. • Electric services • 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”).
