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:Underwriting Agreement • July 24th, 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”), 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”).
PATTERN ENERGY GROUP INC. (a Delaware corporation) PURCHASE AGREEMENTPurchase Agreement • July 24th, 2015 • Pattern Energy Group Inc. • Electric services
Pattern Energy Group Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), BMO Capital Markets Corp. and Citigroup Global Markets Inc. and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch, BMO Capital Markets Corp. and Citigroup Global Markets Inc. are acting as Representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $225,000,000 aggregate principal amount of the Company’s 4.00% Convertible Senior Notes due 2020 (the “Firm Notes”) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointl
