VOTING AGREEMENTVoting Agreement • December 28th, 2017 • Pattern Energy Group Inc. • Electric services • New York
This Voting Agreement (this “Agreement”) is made as of December 22, 2017 by and among Panhandle B Member 2 LLC, a Delaware limited liability company (the “Managing Member”) and Vertuous Energy LLC, a Delaware limited liability company (the “Investor”).
PATTERN ENERGY GROUP INC.Waiver Agreement and Amendment No. 2 • December 28th, 2017 • Pattern Energy Group Inc. • Electric services • New York
Re: Waiver Agreement and Amendment No. 2 dated as of December 22, 2017 (“Waiver”) among JPM Capital Corporation, Morgan Stanley Wind LLC, Comet Wind TX, LLC, and Panhandle B Member 2 LLC, a (“Panhandle Member 2”), and
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 28th, 2017 • Pattern Energy Group Inc. • Electric services • New York
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PAN2 B2 LLC (the “Company”), dated as of December 22, 2017 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Members (as defined herein).
CONFIDENTIALGuarantee • December 28th, 2017 • Pattern Energy Group Inc. • Electric services • New York
Reference is made to (i) the Purchase and Sale Agreement dated June 16, 2017 (the “Purchase and Sale Agreement”) entered into by Pattern Energy Group Inc., a Delaware corporation (“Seller”), and Vertuous Energy LLC, a Delaware limited liability company (“Buyer”) with respect to the acquisition (the “Acquisition”) by Buyer of indirect membership interests in Panhandle Wind Holdings 2 LLC, a Delaware limited liability company (the “Company”); (ii) the Guarantee dated as of November 10, 2014, by Seller for the benefit of certain members of the Company identified in the Guarantee, of certain obligations of Panhandle B Member 2 LLC, a Delaware limited liability company and an affiliate of Seller, owed to the Beneficiaries (the “Guaranteed Obligations”) (as amended and restated pursuant to that certain Amended and Restated Guaranty, dated as of the date hereof, the “Amended and Restated Guarantee”). Capitalized terms used herein without definition are used as defined in the Guarantee. Seller
