Exhibit 10.1

AMENDED AND RESTATED

PURCHASE RIGHTS AGREEMENT

BY AND AMONG

PATTERN ENERGY GROUP LP,

PATTERN ENERGY GROUP INC.

AND

(SOLELY WITH RESPECT TO ARTICLE IV)

PATTERN ENERGY GROUP HOLDINGS LP

AND

PATTERN ENERGY GP LLC

TABLE OF CONTENTS

Page

AMENDED AND RESTATED
PURCHASE RIGHTS AGREEMENT

THIS AMENDED AND RESTATED PURCHASE RIGHTS AGREEMENT is entered into on, and effective as of June 16, 2017, among Pattern Energy Group LP, a Delaware limited partnership (“ PEG LP ”), Pattern Energy Group Inc., a Delaware corporation (“ PEG Inc. ”) and, solely with respect to Article IV , Pattern Energy Group Holdings LP, a Delaware limited partnership, and Pattern Energy GP LLC, a Delaware limited liability company (together, the “ PEG LP Partners ”).

R E C I T A L S:

1.                   The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article III , with respect to PEG Inc.’s right of first offer relating to power projects sold by PEG LP.

2.                   The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article IV , with respect to PEG Inc.’s right of first offer relating to a sale of PEG LP or all or substantially all of PEG LP’s assets.

3.                   The Parties previously entered into the Purchase Rights Agreement, effective as of October 2, 2013 (the “ Initial Agreement ”), and desire to amend the Initial Agreement in its entirety.

In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend and restate the Initial Agreement in its entirety and further agree as follows:

Article I.
DEFINITIONS

Section 1.1.           Definitions . As used in this Agreement, the following terms shall have the respective meanings set forth below:

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with, the Person in question. 

“ Agreement ” means this Amended and Restated Purchase Rights Agreement, as it may be amended, modified, or supplemented from time to time in accordance with Section 5.6 hereof.

“ Applicable Law ” means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, Order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter, of a Governmental Authority having valid jurisdiction.

“ Business Day ” means a day other than a Saturday, Sunday or any other day on which commercial banks in Toronto, Ontario or New York, NY are authorized or required by Applicable Law to close. Any event the scheduled occurrence of which would fall on a day that is not a Business Day shall be deferred until the next succeeding Business Day.

“ Conejo Project ” means the approximately 122MW capacity solar project located in the Antofagasta region of northern Chile that is owned by PEG LP as of the date hereof.

“ Construction-Ready Project ” means any Project that (i) is (A) ready to close construction financing with commercial financing parties or (B) ready to, or has, issued a full notice to proceed under an Engineering, Procurement and Construction contract; or (ii) (x) has all material project agreements required to construct, operate and maintain the Project (including an interconnection agreement and a long-term power sales agreement at pricing that supports the closing of financing for construction of the Project), (y) has all requisite real estate rights and (z) has obtained all governmental approvals required for that stage of construction and such governmental approvals are in full force and effect.

“ Control ” or “ Controlled ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Equity Interests ” means all shares, capital stock, partnership or limited liability company interests, membership interests, units, participations, distribution rights or similar equity interests issued by any Person, however designated.

“ Final Offer Price ” has the meaning given such term in Section 3.2(b) .

“ Final Project Offeror ” has the meaning given such term in Section 3.2(c) .

“ Final Rights Acceptance Period ” has the meaning given such term in Section 3.2(b) .

“ Final Rights Offer Period ” has the meaning given such term in Section 3.2(b) .

“ Final Rights Project Offer ” has the meaning given such term in Section 3.2(b) .

“ First Rights Acceptance Period ” has the meaning given such term in Section 3.2(b) .

“ First Rights Offer Period ” has the meaning given such term in Section 3.2(b) .

“ First Rights PEG LP Offer ” has the meaning given such term in Section 4.2(b) .

“ First Rights Project Declination ” has the meaning given such term in Section 3.2(b) .

“ First Rights Project Offer ” has the meaning given such term in Section 3.2(b) .

“ Governmental Authority ” means:

“ Initial Agreement ” is defined in the introduction to this Agreement.

“ Operational Project ” means any Project that has: (i) achieved commercial operations in accordance with the terms of its applicable construction agreement, power sales agreement or interconnection agreement, as the case may be; and (ii) generated operating revenue from the sale of electricity or transmission services under its applicable power sales agreement or transmission services agreement.

“ Order ” means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

“ Parties ” means the parties to this Agreement and their successors and permitted assigns.

“ PEG Inc. ” is defined in the introduction to this Agreement.

“ PEG Inc. Entities ” means PEG Inc. and any Person Controlled by PEG Inc.

“ PEG LP ” is defined in the introduction to this Agreement.

“ PEG LP Entities ” means PEG LP and its Subsidiaries, and any other Person Controlled, directly or indirectly, by PEG LP, in each case, other than the PEG Inc. Entities.

“ PEG LP Interests ” has the meaning given such term in Section 4.2(a) .

“ PEG LP Offer Price ” has the meaning given such term in Section 4.2(b) .

“ PEG LP Partners ” is defined in the introduction to this Agreement.

“ PEG LP Transfer ” has the meaning given such term in Section 4.1 .

“ Permitted Assignee ” means Public Sector Pension Investment Board, an entity having its registered office at 1250 Rene-Levesque Blvd. West, Suite 1400, Montreal, Quebec, H3B 5E9, Canada, or any of its Affiliates.

“ Person ” means an individual, corporation, partnership, joint venture, trust, limited liability company, unlimited liability company, unincorporated organization or any other entity.

“ Project ” has the meaning given such term in Section 3.1 .

“ Project Offer Price ” has the meaning given such term in Section 3.2(b) .

“ Project Transfer Notice ” has the meaning given such term in Section 3.2(a) .

“ Subject Project Interest ” has the meaning given such term in Section 3.2(a) .

“ Subsidiary ” or “ Subsidiaries ” means, with respect to any Person, any corporation, limited liability company, unlimited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, fifty percent (50%) or more of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined Equity Interests, or (iii) the capital or profit interests, in the case of a partnership; or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“ Third Party Advisor ” means an investment banking firm or other expert advisor, in each case, mutually agreed upon by PEG Inc. and PEG LP.

“ Transfer ” means any direct or indirect transfer, assignment, sale or other disposition, whether through the direct or indirect transfer, assignment, sale or other disposition of Equity Interests or assets, by merger or otherwise; provided , however , that such term shall not include: (a) transfers, assignments, sales or other dispositions from a PEG LP Entity to another PEG LP Entity; (b) grants of security interests in or mortgages or liens in favor of a bona fide third party lender in the business of providing debt financing; or (c) transfers, assignments, sales or other dispositions as part of a transaction with a tax equity counterparty (other than PEG LP, PEG Inc. or their respective Affiliates), such as sale-leaseback transactions or partnership flip transactions (excluding, for the avoidance of doubt, any transfer of the interest retained by the PEG LP Entity that entered into such tax equity financing).

Article III.
PROJECT PURCHASE RIGHT OF FIRST OFFER

Section 3.1.           Project Purchase Right of First Offer . For the term set forth in Section 3.3 , PEG LP hereby grants PEG Inc. a right of first offer on any proposed Transfer by any PEG LP Entity of all or any portion of such PEG LP Entity’s ownership interest in any power generation or transmission facility or project now or hereafter owned in whole or in part by any PEG LP Entity in any stage, including in development, construction or commercial operation (each a “ Project ”) (other than any such facility or project that has been designated, as of the date hereof, to be transferred to Pattern Energy Group Holdings 2 LP or its Subsidiaries, a list of which is set forth as Exhibit B ), in accordance with Section 3.2 . PEG LP will take all actions necessary to cause such right of first offer to be exercisable in accordance with this Article III ,

including by causing each PEG LP Entity to take any actions necessary to facilitate and enforce such exercise and to consummate the transactions contemplated by this Article III .

Section 3.2.           Procedures for Rights of First Offer .

(a)                 In the event that any PEG LP Entity proposes to Transfer all or any portion of its ownership interest in any Project, PEG LP shall give PEG Inc. written notice within a commercially reasonable amount of time (that is intended to be sufficiently early to permit the Parties to exercise their rights set forth in this Section 3.2 ) setting forth the details of the proposed Transfer, including a description of the Project (including the mega-wattage, stage of development or construction, material counterparties, details of the project contracts and other material information with respect to the Project that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess such Project), the interest to be Transferred (the “ Subject Project Interest ”) and any other material terms of the proposed Transfer reasonably known or anticipated by PEG LP (a “ Project Transfer Notice ”).

(b)                Within 20 calendar days after delivery of a Project Transfer Notice (a “ First Rights Offer Period ”), PEG Inc. shall either: (i) deliver a written offer to PEG LP to purchase the Subject Project Interest setting forth PEG Inc.’s offer price (a “ Project Offer Price ”) and other material terms and conditions on which PEG Inc. proposes to purchase such Subject Project Interest (a “ First Rights Project Offer ”) or (ii) deliver a written notice to PEG LP that PEG Inc. will not make a First Rights Project Offer in response to the Project Transfer Notice (a “ First Rights Project Declination ”). Unless a First Rights Project Offer is rejected pursuant to written notice from PEG LP delivered to PEG Inc. within five (5) Business Days following the delivery of a First Rights Project Offer (the “ First Rights Acceptance Period ”), such First Rights Project Offer shall be deemed to have been accepted by PEG LP, and PEG Inc. shall have the right to acquire the Subject Project Interest, and PEG LP shall transfer the Subject Project Interest to PEG Inc., on the terms set forth in such First Rights Project Offer, and subject to documentation reasonably agreed between the parties based on the form attached hereto as Exhibit A .

(c)                 In the event that (A) PEG LP rejects a First Rights Project Offer by delivering notice thereof to PEG Inc. before the expiration of the First Rights Acceptance Period or (B) other than with respect to the Conejo Project, PEG Inc. fails to deliver either a First Rights Project Offer or a First Rights Project Declination or delivers a First Rights Project Declination, in each case before the expiration of the First Rights Offer Period, PEG Inc. or its Permitted Assignee (a “ Final Project Offeror ”) shall have an additional opportunity, exercisable within the thirty (30) calendar day period following, in the case of (A), the date that the rejection of the First Rights Project Offer is delivered to PEG Inc. or, in the case of (B), the expiration of the First Rights Offer Period or earlier delivery of a First Rights Project Declination to PEG LP (a “ Final Rights Offer Period ”), to deliver a written offer to PEG LP to purchase the Subject Project Interest setting forth such Final Project Offeror’s offer price (a “ Final Offer Price ”) and other material terms and conditions on which such Final Project Offeror proposes to purchase such Subject Project Interest (a “ Final Rights Project Offer ”). Unless a Final Rights Project Offer is rejected pursuant to written notice from PEG LP delivered to such Final Project Offeror and PEG Inc. within five (5) Business days following the delivery of a Final Rights Offer to PEG LP (the “ Final Rights Acceptance Period ”), such Final Rights Project Offer shall be deemed to have been accepted by PEG LP, such Final Project Offeror shall have the right to acquire the Subject

Project Interest, and PEG LP shall transfer the Subject Project Interest to such Final Project Offeror, on the terms and conditions set forth in the Final Rights Project Offer, and subject to documentation reasonably agreed between the parties based on the form attached hereto as Exhibit A .

(d)                In the event that (i) PEG LP validly rejects a Final Rights Project Offer, (ii) PEG LP validly rejects a First Rights Project Offer and PEG Inc. or its Permitted Assignee thereafter fails to deliver a Final Rights Project Offer, (iii) other than with respect to the Conejo Project, PEG Inc. delivers a First Rights Project Declination and PEG Inc. or its Permitted Assignee thereafter fails to deliver a Final Rights Project Offer or (iv) with respect to the Conejo Project, PEG Inc. fails to deliver either a First Rights Project Offer or a First Rights Project Declination or delivers a First Rights Project Declination, in each case as provided in Section 3.2(b) or 3.2(c), as applicable, PEG LP shall, subject to the restrictions in this Section 3.2(d) , be entitled to Transfer the applicable Subject Project Interest to any Person; provided , however , that PEG LP shall not provide any material information with respect to the applicable Subject Project Interest to any actual or potential Transferee of such Subject Project Interest that was not provided to PEG Inc. together with the Project Transfer Notice. In the event that PEG Inc. has previously delivered a First Rights Project Offer in respect of the Subject Project Interest which offer was rejected by PEG LP, PEG LP shall only be permitted to Transfer the Subject Project Interest to a party other than PEG Inc. (including, for the avoidance of doubt, any Final Project Offeror that is not PEG Inc.) and to enter into a definitive agreement to so Transfer the Subject Project Interest with such party (A) during the nine month period following the earlier of (x) the expiration of the Final Rights Acceptance Period and (y) PEG LP’s receipt of notice that no Final Project Offeror will submit a Final Rights Project Offer, (B) at a price greater than or equal to 105% of the applicable Project Offer Price; provided that if such party is a tax exempt Canadian Crown Corporation and as a result of such status the proceeds received by PEG LP will be subject to incremental tax or tax withholding, for purposes of this clause (B) the price paid will be deemed decreased by the amount of such incremental tax or tax withholding; and (C) on other terms and conditions that are not materially less favorable to PEG LP than the terms and conditions set forth in the applicable First Rights Project Offer. Furthermore, in the event that PEG LP validly rejects a Final Rights Project Offer, PEG LP shall only be permitted to Transfer the Subject Project Interest to a party other than PEG Inc. or a Permitted Transferee at a price greater than 100% of the Final Offer Price. If PEG LP does not so consummate the Transfer of the Subject Project Interest within such nine month period, the terms of this Section 3.2 shall apply anew with respect to any Transfer of such Subject Project Interest.

(e)                 PEG Inc. shall be entitled to assign from time to time, without the prior consent of PEG LP, its rights to (i) submit a Final Rights Project Offer described in Section 3.2(c) and (ii) acquire all or any portion of a Subject Project Interest under Section 3.2(b) and Section 3.2(c) , in each case to any Permitted Assignee.

Section 3.3.           Term of the Project Purchase Right of First Offer . Section 3.1 and Section 3.2 , including the obligations and rights of PEG LP and PEG Inc. thereunder, shall survive until the earlier to occur of: (a) any time following PEG Inc.’s delivery to PEG LP of three (3) First Rights Project Declinations in accordance with Section 3.2 with respect to an Operational Project or Construction-Ready Project that is not the Conejo Project (for the avoidance of doubt, any such project must have been an Operational Project or Construction-Ready Project when the

related Project Transfer Notice was delivered to PEG Inc.) for which no Final Rights Project Offer is made and (b) the wind-up of PEG LP in accordance with the terms of its governing documents; provided , that notwithstanding any termination or expiration of Section 3.1 and Section 3.2 , if any First Rights Project Offer or Final Rights Project Offer shall have been delivered prior to such termination or expiration, the obligations and rights of the Parties with respect to the Subject Project Interest subject thereto shall survive until the applicable terms of Section 3.2 with respect thereto have been complied with and performed in full.

Article IV.
PEG LP PURCHASE RIGHT OF FIRST OFFER

Section 4.1.           PEG LP Purchase Right of First Offer . For the term set forth in Section 4.3 , PEG LP and the PEG LP Partners hereby grant PEG Inc. a right of first offer on any proposed Transfer of any material portion of the Equity Interests or all or substantially all of the assets of PEG LP in accordance with Section 4.2 . PEG LP and the PEG LP Partners will take all actions necessary to cause such right of first offer to be exercisable in accordance with this Article IV , including by causing each PEG LP Entity to take any actions necessary to facilitate and enforce such exercise and to consummate the transactions contemplated by this Article IV . The Parties will reasonably cooperate in determining the scope of any proposed Transfer that PEG LP and the PEG LP Partners consider to be an immaterial portion of Equity Interests of PEG LP with a view of not circumventing the purpose of this Article IV .

Section 4.2.           Procedures for Rights of First Offer.

(a)                 In the event that the PEG LP Partners or PEG LP propose to Transfer any material portion of the Equity Interests or all or substantially all of the assets of PEG LP, PEG LP and the PEG LP Partners shall give PEG Inc. written notice setting forth the details of the proposed Transfer, including a description of PEG LP's assets (including, with respect to each of PEG LP’s Projects, the mega-wattage, stage of development or construction, material counterparties, details of any project contracts and other material information with respect to PEG LP and the Projects that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess PEG LP and such Projects), the Equity Interests or assets to be Transferred (in each case, the “ PEG LP Interests ”) and any other material terms of the proposed Transfer reasonably known or anticipated by PEG LP or the PEG LP Partners (a “ PEG LP Transfer Notice ”).

(b)                Within 45 calendar days after delivery of a PEG LP Transfer Notice, PEG Inc. shall either: (i) deliver a written offer to PEG LP and the PEG LP Partners to purchase the PEG LP Interests setting forth PEG Inc.’s offer price (a “ PEG LP Offer Price ”) and other material terms and conditions on which PEG Inc. proposes to purchase the PEG LP Interests (a “ First Rights PEG LP Offer ”) or (ii) deliver a written notice to PEG LP that PEG Inc. will not make a First Rights PEG LP Offer in response to the PEG LP Transfer Notice (a “ First Rights PEG LP Declination ”). Unless a First Rights PEG LP Offer is rejected pursuant to written notice from PEG LP delivered to PEG Inc. within 30 calendar days of PEG Inc.’s delivery of a First Rights PEG LP Offer, such First Rights PEG LP Offer shall be deemed to have been accepted by PEG LP and the PEG LP Partners, and PEG Inc. shall have the right to acquire the PEG LP Interests, and PEG LP and the PEG LP Partners shall transfer the PEG LP Interests to PEG Inc., on the

terms set forth in First Rights PEG LP Offer, and subject to documentation reasonably agreed between the parties.

(c)                 In the event that PEG Inc. delivers a First Rights PEG LP Declination as provided in Section 4.2(b) above, or PEG LP validly rejects a First Rights PEG LP Offer by delivering notice of the same as provided in Section 4.2(b) above, PEG LP and the PEG LP Partners shall be free to Transfer the PEG LP Interests to any Person within nine months of the date that the First Rights PEG LP Declination or the notice of rejection (as applicable) was delivered; provided , however , that in the event that PEG Inc. had previously delivered a First Rights PEG LP Offer that was rejected by PEG LP, PEG LP and the PEG LP Partners shall only be permitted to Transfer the PEG LP Interests to a party other than PEG Inc. during such nine month period at a price greater than or equal to 105% of the applicable PEG LP Offer Price and on other terms and conditions that are not materially less favorable to PEG LP and the PEG LP Partners than the terms and conditions set forth in any applicable First Rights PEG LP Offer; provided , further , that PEG LP and the PEG LP Partners may not provide any material information with respect to PEG LP, its assets or the PEG LP Interests to any actual or potential Transferee of the PEG LP Interests that was not provided to PEG Inc. together with the PEG LP Transfer Notice. If PEG LP does not so consummate the Transfer of the PEG LP Interests within such nine month period, the terms of this Section 4.2 shall apply anew with respect to any Transfer of the PEG LP Interests.

Section 4.3.           Term of the PEG LP Purchase Right of First Offer . Section 4.1 and Section 4.2 , including the obligations and rights of PEG LP, the PEG LP Partners and PEG Inc. thereunder, shall survive until the earlier of: (a) the acquisition of the PEG LP Interests by PEG Inc. pursuant to Section 4.1 and Section 4.2 ; and (b) the termination of the rights and obligations in Section 3.1 and Section 3.2 pursuant to Section 3.3 .

Article V.
MISCELLANEOUS

Section 5.1.           Choice of Law; Submission To Jurisdiction; Waiver of Jury Trial .  This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of New York, excluding any conflict-of-laws rule or principle that might refer the governance or the construction of this Agreement to the law of another jurisdiction irrespective of the choice of laws principles. Except as may otherwise expressly be set forth in any purchase and sale agreement entered into between or among the Parties or their Affiliates in connection with the exercise of the purchase rights set forth in Article III and Article IV , and subject to Section 5.2 , each of the Parties hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in New York, New York in connection with any claim, suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or any dealings between them relating to the subject matter of this Agreement and the relationship that is being established. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM, SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY DEALINGS

BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED.

Section 5.2.           Enforcement .  Each Party agrees and acknowledges that the other Parties do not have an adequate remedy at law for the breach by any such Party of its covenants and agreements set forth in this Agreement, and that any breach by any such Party of its covenants and agreements set forth in this Agreement would result in irreparable injury to each other Party. Each Party shall be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise any and all other rights existing in its favor. The Parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each Party may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for, and shall be entitled to specific performance or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation or threatened violation of the provisions of this Agreement.

Section 5.3.           Notice .  All notices, requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing the same in the mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by private-courier, prepaid, or by telecopier to such party.  Notice given by personal delivery or mail shall be effective upon actual receipt.  Couriered notices shall be deemed delivered on the date the courier represents that delivery will occur.  Notice given by telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours.  All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below such Party’s signature to this Agreement, or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 5.3 .

Section 5.4.           Entire Agreement .  This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

Section 5.5.           Waiver; Effect of Waiver or Consent .  Any Party hereto may (a) extend the time for the performance of any obligation or other act of any other Party hereto or (b) waive compliance with any agreement or condition of any other Party contained herein.  Except as otherwise specifically provided herein, any such extension or waiver shall be valid only if set forth in a written instrument duly executed by the party or parties to be bound thereby.  No waiver or consent, express or implied, by any Party of or to any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a waiver or consent of or to any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder.  Failure on the part of a Party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

Section 5.6.           Amendment or Modification .  This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto.

Section 5.7.           Assignment . No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto, except that PEG Inc. shall be enabled to assign its rights hereunder to an Affiliate that agrees to be bound to the terms hereof; provided , however , that PEG Inc. may assign its rights to a Permitted Assignee to the extent expressly provided in Section 3.2(e) ; provided, further, that subject to the foregoing, this Agreement shall be binding on the Parties and their respective successors and assigns.

Section 5.8.           Counterparts .  This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document.  All counterparts shall be construed together and shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 5.9.           Severability .  If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 5.10.       Rules of Construction .  Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (b) references to the terms Article, Section, paragraph, and Schedule are references to the Articles, Sections, paragraphs, and Schedules to this Agreement unless otherwise specified, (c) the word “including” and words of similar import shall mean “including, without limitation,” (d) provisions shall apply, when appropriate, to successive events and transactions, (e) the headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 5.11.       Further Assurances .  In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Section 5.12.       Laws and Regulations .  Notwithstanding any provision of this Agreement to the contrary, no party to this Agreement shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such party to be in violation of any Applicable Law.

Section 5.13.       Third Party Beneficiaries .  Each Final Project Offeror and, solely to the extent of the applicable assignment, each Permitted Assignee (if any) shall be a beneficiary of

this Agreement, entitled to the benefits of this Agreement. The provisions of this Agreement are enforceable solely by the Parties and, solely to the extent of the applicable assignment, each Permitted Assignee (if any), and no other Person, including any limited partner, member or equity holder of the Parties, shall have the right, separate and apart from the Parties, as applicable, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the date hereof.

			PATTERN ENERGY GROUP LP
			By:	/s/ Daniel M. Elkort
				Name:	Daniel M. Elkort
				Title:	Vice President

			PATTERN ENERGY GROUP INC.
			By:	/s/ Esben Pedersen
				Name:	Esben Pedersen
				Title:	Chief Investment Officer

Solely with Respect to Article IV :

			PATTERN ENERGY GROUP HOLDINGS LP
			By:	/s/ Daniel M. Elkort
				Name:	Daniel M. Elkort
				Title:	Vice President

			PATTERN ENERGY GP LLC
			By:	/s/ Daniel M. Elkort
				Name:	Daniel M. Elkort
				Title:	Vice President

Exhibit A

Form of Purchase and Sale Agreement

[Attached]

Exhibit B

Pattern Energy Group Holdings 2 LP Designated Projects

Exhibit 10.2

AMENDED AND RESTATED PURCHASE RIGHTS AGREEMENT

BY AND AMONG

PATTERN ENERGY GROUP 2 LP ,

PATTERN ENERGY GROUP INC.

AND (SOLELY WITH RESPECT TO ARTICLE III),

PATTERN ENERGY GROUP HOLDINGS 2 LP

AND

PATTERN ENERGY GP 2 LLC

AMENDED AND RESTATED
PURCHASE RIGHTS AGREEMENT

THIS AMENDED AND RESTATED PURCHASE RIGHTS AGREEMENT is entered into on, and effective as of June 16, 2017, among Pattern Energy Group 2 LP, a Delaware limited partnership (“ PEG 2 LP ”), Pattern Energy Group Inc., a Delaware corporation (“ PEG Inc. ”) and, solely with respect to Article III , Pattern Energy Group Holdings 2 LP, a Delaware limited partnership (“ PEGH 2 ”), and Pattern Energy GP 2 LLC, a Delaware limited liability company (“ PEGH 2 GP ” and together with PEGH 2, the “ PEGH 2 Partners ”).

R E C I T A L S:

1.         The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article II , with respect to PEG Inc.’s right of first offer relating to projects sold by PEG 2 LP.

2.         The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article III , with respect to PEG Inc.’s right of first offer relating to a sale of PEG 2 LP or all or substantially all of PEG 2 LP’s assets.

3.       The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article IV, with respect to PEG Inc.’s rights relating to unfunded and abandoned projects of PEG 2 LP.

4.       The Parties entered into the Purchase Rights Agreement, dated as of December 8, 2016 (the “ Initial Agreement ”), and desire to amend and restate the Initial Agreement to further provide for their rights and obligations as described herein.

   In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend and restate the Initial Agreement in its entirety and further agree as follows:

Article I.
DEFINITIONS

Section 1.1             Definitions . As used in this Agreement, the following terms shall have the respective meanings set forth below:

“ Advanced Project ” means, as of any date, any Project that (i) is not an Early Stage Project or a Mid Stage Project, or (ii) is an Early Stage Project or a Mid Stage Project that is a Construction-Ready Project.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with, the Person in question.

“ Agreement ” means this Amended and Restated Purchase Rights Agreement, as it may be amended, modified, or supplemented from time to time in accordance with Section 6.6 hereof.

“ Applicable Law ” means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, Order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter, of a Governmental Authority having valid jurisdiction.

“ Business Day ” means a day other than a Saturday, Sunday or any other day on which commercial banks in Toronto, Ontario or New York, NY are authorized or required by Applicable Law to close. Any event the scheduled occurrence of which would fall on a day that is not a Business Day shall be deferred until the next succeeding Business Day.

“ COD ” means the date on which an independent engineer certifies that a Project becomes an Operational Project.

“ Construction-Ready Project ” means any Project that (i) is (A) ready to close construction financing with commercial financing parties or (B) ready to, or has, issued a full notice to proceed under an Engineering, Procurement and Construction contract; or (ii) (x) has all material project agreements required to construct, operate and maintain the Project (including an interconnection agreement and a long-term power sales agreement at pricing that supports the closing of financing for construction of the Project), (y) has all requisite real estate rights and (z) has obtained all governmental approvals required for that stage of construction and such governmental approvals are in full force and effect.

“ Control ” or “ Controlled ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Early Stage Information Notice ” has the meaning given to such term in Section 4.1(a) .

“ Early Stage Project ” means, as of any date, any Project for which the aggregate investment amount in such Project as of such date (including, without limitation, any acquisition costs, overhead, development costs, and letters of credit exposure) is $5 million or less.

“ Equity Interests ” means all shares, capital stock, partnership or limited liability company interests, membership interests, units, participations, distribution rights or similar equity interests issued by any Person, however designated.

“ Final Offer Price ” has the meaning given such term in Section 2.2(b) .

“ Final Project Offeror ” has the meaning given such term in Section 2.2(d) .

“ Final Rights Acceptance Period ” has the meaning given such term in Section 2.2(b) .

“ Final Rights Offer Period ” has the meaning given such term in Section 2.2(b) .

" First Rights PEG 2 LP Offer " has the meaning given to such term in Section 3.2(b) .

“ Final Rights Project Offer ” has the meaning given such term in Section 2.2(b) .

“ First Rights Acceptance Period ” has the meaning given such term in Section 2.2(b) .

“ First Rights Offer Period ” has the meaning given such term in Section 2.2(b) .

“ First Rights Project Declination ” has the meaning given such term in Section 2.2(b) .

“ First Rights Project Offer ” has the meaning given such term in Section 2.2(b) .

“ Governmental Authority ” means:

“ Initial Agreement ” is defined in the Recitals to this Agreement.

“ Mid Stage Project ” means, as of any date, any Project for which the aggregate investment amount as of such date (including, without limitation, any acquisition costs, overhead, development costs, and letters of credit exposure) is greater than $5 million but less than $25 million.

“ Mid Stage Project Exit ” has the meaning set forth in Section 4.1(b) .

“ Offer Rejection Date ” has the meaning set forth in Section 2.2(d) .

“ Operational Project ” means any Project that has: (i) achieved commercial operations in accordance with the terms of its applicable construction agreement, power sales agreement or interconnection agreement, as the case may be; and (ii) generated operating revenue from the sale of electricity or transmission services under its applicable power sales agreement or transmission services agreement.

“ Order ” means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

“ Parties ” means the parties to this Agreement and their successors and permitted assigns.

“ PEGH 2 ” is defined in the introduction to this Agreement.

“ PEGH 2 Board ” means the Board of Directors of PEGH 2.

“ PEGH 2 GP ” is defined in the introduction to this Agreement.

“ PEGH LP Partners ” is defined in the introduction to this Agreement.

“ PEGH 2 Project Percentage ” means, with respect to a Project, the amount of equity funded by PEGH 2 in such Project, divided by the total amount of equity funded by both PEGH 2 and PEG Inc., in the aggregate, in such Project.

“ PEG Inc. ” is defined in the introduction to this Agreement.

“ PEG Inc. Entities ” means PEG Inc. and any Person Controlled by PEG Inc.

“ PEG 2 LP ” is defined in the introduction to this Agreement.

“ PEG 2 LPA ” means the Second Amended and Restated Agreement of Limited Partnership of PEG 2 LP, dated as of the date hereof, as the same may be amended from time to time.

“ PEG 2 LP Entities ” means PEG 2 LP and its Subsidiaries, and any other Person Controlled, directly or indirectly, by PEG 2 LP, in each case, other than the PEG Inc. Entities.

“ PEG 2 LP Offer Price ” has the meaning given such term in Section 3.2(b) .

“ PEG 2 LP Transfer Notice ” has the meaning given such term in Section 3.2(a) .

“ Permitted Assignee ” means Public Sector Pension Investment Board, an entity having its registered office at 1250 Rene-Levesque Blvd. West, Suite 1400, Montreal, Quebec, H3B 5E9, Canada, or any of its Affiliates.

“ Person ” means an individual, corporation, partnership, joint venture, trust, limited liability company, unlimited liability company, unincorporated organization or any other entity.

“ Project ” has the meaning given such term in Section 2.1 .

“ Project Offer Price ” has the meaning given such term in Section 2.2(b) .

“ Project Transfer Notice ” has the meaning given such term in Section 2.2(a) .

“ Subject Project Interest ” has the meaning given such term in Section 2.2(a) .

“ Subsidiary ” or “ Subsidiaries ” means, with respect to any Person, any corporation, limited liability company, unlimited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, fifty percent (50%) or more of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined Equity Interests, or (iii) the capital or profit interests, in the case of a partnership; or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“ Transfer ” means any direct or indirect transfer, assignment, sale or other disposition, whether through the direct or indirect transfer, assignment, sale or other disposition of Equity Interests or assets, by merger or otherwise; provided , however , that such term shall not include: (a) transfers, assignments, sales or other dispositions from a PEG 2 LP Entity to another PEG 2 LP Entity; (b) grants of security interests in or mortgages or liens in favor of a bona fide third party lender in the business of providing debt financing; or (c) transfers, assignments, sales or other dispositions as part of a transaction with a tax equity counterparty (other than PEG 2 LP, PEG Inc. or their respective Affiliates), such as sale-leaseback transactions or partnership flip transactions (excluding, for the avoidance of doubt, any transfer of the interest retained by the PEG 2 LP Entity that entered into such tax equity financing).

“ Transferee ” means the recipient of a Transfer.

“ Updated Portfolio Description ” has the meaning given such term in Section 3.2(c) .

“ Updated Project Description ” has the meaning given such term in Section 2.2(d) .

“ Wind-Up Pipeline Project ” means a Project that is not a Wind-Up ROFO Project.

“ Wind-Up ROFO Project ” means a Project that has advanced to a point where, as of such date of determination, a reasonable person would conclude that the Project will likely be a Construction-Ready Project within twelve months.

Article II.
PROJECT PURCHASE RIGHT OF FIRST OFFER

Section 2.1             Project Purchase Right of First Offer . For the term set forth in Section 2.3 , PEG 2 LP hereby grants PEG Inc. a right of first offer on any proposed Transfer by any PEG 2 LP Entity of all or any portion of such PEG 2 LP Entity’s ownership interest in any power generation, storage or transmission facility or project now or hereafter owned in whole or in part by any PEG 2 LP Entity in any stage, including in development, construction or commercial operation (each a “ Project ”), in accordance with Section 2.2 . PEG 2 LP will take all actions necessary to cause such right of first offer to be exercisable in accordance with this Article II , including by causing each PEG 2 LP Entity to take any actions necessary to facilitate and enforce such exercise and to consummate the transactions contemplated by this Article II .

Section 2.2             Procedures for Rights of First Offer .

(a)                 In the event that any PEG 2 LP Entity proposes to Transfer all or any portion of its ownership interest in any Project, PEG 2 LP shall give PEG Inc. written notice within a commercially reasonable amount of time (that is intended to be sufficiently early to permit the Parties to exercise their rights set forth in this Section 2.2 ) setting forth the details of the proposed Transfer, including a description of the Project (including the mega-wattage, stage of development or construction, material counterparties, details of the project contracts and other material information with respect to the Project that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess such Project), the interest to be Transferred (the “ Subject Project Interest ”) and any other material terms of the proposed Transfer reasonably known or anticipated by PEG 2 LP (a “ Project Transfer Notice ”). For the avoidance of doubt, PEG 2 LP shall, and shall cause each other PEG 2 LP Entity to, seek to Transfer each Project (in accordance with the terms hereof) at or around COD; provided , that at the reasonable request of either PEG 2 LP or PEG Inc., the Parties may agree (acting reasonably) to effect such Transfer at a time other than COD.

(b)                Within 20 calendar days after delivery of a Project Transfer Notice (a “ First Rights Offer Period ”), PEG Inc. shall either: (i) deliver a written offer to PEG 2 LP to purchase the Subject Project Interest setting forth PEG Inc.’s offer price (a “ Project Offer Price ”) and other material terms and conditions on which PEG Inc. proposes to purchase such Subject Project Interest (a “ First Rights Project Offer ”) or (ii) deliver a written notice to PEG 2 LP that PEG Inc. will not make a First Rights Project Offer in response to the Project Transfer Notice (a “ First Rights Project Declination ”). Unless a First Rights Project Offer is rejected pursuant to written notice from PEG 2 LP delivered to PEG Inc. within five (5) Business Days following the delivery of a First Rights Project Offer (the “ First Rights Acceptance Period ”), such First Rights Project Offer shall be deemed to have been accepted by PEG 2 LP, and PEG Inc. shall have the right to acquire the Subject Project Interest, and PEG 2 LP shall transfer the Subject Project Interest to PEG Inc., on the terms set forth in such First Rights Project Offer, and subject to

documentation reasonably agreed between the parties based on the form attached hereto as Exhibit A .

(c)                 In the event that (A) PEG 2 LP rejects a First Rights Project Offer by delivering notice thereof to PEG Inc. before the expiration of the First Rights Acceptance Period or (B) PEG Inc. fails to deliver either a First Rights Project Offer or a First Rights Project Declination or delivers a First Rights Project Declination, in each case before the expiration of the First Rights Offer Period, PEG Inc. or its Permitted Assignee (a “ Final Project Offeror ”) shall have an additional opportunity, exercisable within the thirty (30) calendar day period following, in the case of (A), the date that the rejection of the First Rights Project Offer is delivered to PEG Inc. or, in the case of (B), the expiration of the First Rights Offer Period or earlier delivery of a First Rights Project Declination to PEG 2 LP (a “ Final Rights Offer Period ”), to deliver a written offer to PEG 2 LP to purchase the Subject Project Interest setting forth such Final Project Offeror’s offer price (a “ Final Offer Price ”) and other material terms and conditions on which such Final Project Offeror proposes to purchase such Subject Project Interest (a “ Final Rights Project Offer ”). Unless a Final Rights Project Offer is rejected pursuant to written notice from PEG 2 LP delivered to such Final Project Offeror and PEG Inc. within five (5) Business Days following the delivery of a Final Rights Project Offer to PEG 2 LP (the “ Final Rights Acceptance Period ”), such Final Rights Project Offer shall be deemed to have been accepted by PEG 2 LP, and such Final Project Offeror shall have the right to acquire the Subject Project Interest, and PEG 2 LP shall transfer the Subject Project Interest to such Final Project Offeror, on the terms and conditions set forth in the Final Rights Project Offer, and subject to documentation reasonably agreed between the parties based on the form attached hereto as Exhibit A .

(d)                In the event that (i) PEG 2 LP validly rejects a Final Rights Project Offer, (ii) PEG 2 LP validly rejects a First Rights Project Offer and PEG Inc. or its Permitted Assignee thereafter fails to deliver a Final Rights Project Offer or (iii) PEG Inc. delivers a First Rights Project Declination and PEG Inc. or its Permitted Assignee thereafter fails to deliver a Final Rights Project Offer, in each case as provided in Section 2.2(b) , PEG 2 LP shall, subject to the restrictions in this Section 2.2(d) , be entitled to Transfer the applicable Subject Project Interest to any Person; provided , however , that PEG 2 LP shall not provide any material information with respect to the applicable Subject Project Interest to any actual or potential Transferee of such Subject Project Interest that was not provided to PEG Inc. together with the Project Transfer Notice. In the event that PEG Inc. has previously delivered a First Rights Project Offer in respect of the Subject Project Interest which offer was rejected by PEG 2 LP, PEG 2 LP shall only be permitted to Transfer the Subject Project Interest to a party that is not PEG Inc. (including, for the avoidance of doubt, any Final Project Offeror that is not PEG Inc.) (A) if it enters into a definitive agreement to so Transfer the Subject Project Interest with such party during the six month period following the date on which PEG 2 LP rejected the applicable First Rights Project Offer (the date of such rejection, the “ Offer Rejection Date ”), (B) if it consummates the transactions contemplated by such definitive agreement prior to the twelve-month anniversary of the Offer Rejection Date, (C) at a price greater than or equal to 110% of the applicable Project Offer Price; provided that if such party is a tax exempt Canadian Crown

Corporation and as a result of such status the proceeds received by PEG LP will be subject to incremental tax or tax withholding, for purposes of this clause (C) the price paid will be deemed decreased by the amount of such incremental tax or tax withholding, and (D) on other terms and conditions that are not materially less favorable to PEG 2 LP than the terms and conditions set forth in the applicable First Rights Project Offer. If PEG 2 LP does not enter into such a definitive agreement to Transfer the Subject Project Interest during the six-month period following the Offer Rejection Date or does not consummate the Transfer pursuant to such definitive agreement within the twelve-month period following the Offer Rejection Date, then PEG 2 LP shall provide PEG Inc. with an updated description of the Project (including the mega-wattage, stage of development, construction or operations, material counterparties, details of the Project contracts and other material information with respect to the Project that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess such Project) (an “ Updated Project Description ”), and PEG Inc. shall have the option, but not the obligation, to purchase the applicable Subject Project Interest at a price equal to 96% of the applicable Project Offer Price on the terms and conditions set forth in the applicable First Rights Project Offer, in accordance with the procedures set forth in the following sentence (the “ 96% Offer ”). Within 30 calendar days after delivery of an Updated Project Description (a “ 96% Offer Period ”), PEG Inc. shall either: (i) deliver a written notice to PEG 2 LP exercising such option to purchase the applicable Subject Project Interest, in which case PEG 2 LP shall transfer the Subject Project Interest to PEG Inc. at a price equal to 96% of the applicable Project Offer Price and on the other terms and conditions set forth in the applicable First Rights Project Offer, subject to documentation reasonably agreed between the parties based on the form attached hereto as Exhibit A or (ii) deliver a written notice to PEG 2 LP that PEG Inc. will not exercise such option; provided , that if PEG Inc. does not exercise such option within thirty (30) calendar days of receiving such Updated Project Description, the terms of this Section 2.2 shall apply anew with respect to any Transfer of such Subject Project Interest. Furthermore, in the event that PEG 2 LP validly rejects a Final Rights Project Offer, PEG 2 LP shall only be permitted to Transfer the Subject Project Interest to a party other than PEG Inc. or a Permitted Assignee at a price greater than 100% of the applicable Final Offer Price (it being understood and agreed that if the party making a Final Rights Project Offer is a tax exempt Canadian Crown Corporation and as a result of such status the proceeds received by PEG LP in such Final Rights Project Offer will be subject to incremental tax or tax withholding, for purposes of this sentence and the immediately following proviso the Final Offer Price will be deemed decreased by the amount of such incremental tax or tax withholding); provided that if such transfer price is less than the Final Offer Price and greater than or equal to 110% of the applicable Project Offer Price, PEG 2 LP shall not be required to sell the applicable Subject Project Interest to PEG Inc. pursuant to the 96% Offer if it instead elects that the terms of this Section 2.2 shall apply anew with respect to any Transfer of such Subject Project Interest.

(e)                 PEG Inc. shall be entitled to assign from time to time, without the prior consent of PEG 2 LP, its rights to (i) submit a Final Rights Project Offer described in Section 2.2(b) and (ii) acquire all or any portion of a Subject Project Interest under Section 2.2(b) or Section 2.2(c) , in each case to any Permitted Assignee.

Section 2.3             Term of the Project Purchase Right of First Offer . Section 2.1 and Section 2.2 , including the obligations and rights of PEG 2 LP and PEG Inc. thereunder, shall survive until a wind-up of PEG 2 LP in accordance with the terms of the PEG 2 LPA; provided , however , that notwithstanding any termination or expiration of Section 2.1 and Section 2.2 , if any First Rights Project Offer or Final Rights Project Offer shall have been delivered prior to such termination or expiration, the obligations and rights of the Parties with respect to the Subject Project Interest subject thereto shall survive until the applicable terms of Section 2.2 with respect thereto have been complied with and performed in full.

Article III.
PEG 2 LP PURCHASE RIGHT OF FIRST OFFER

Section 3.1             PEG 2 LP Purchase Right of First Offer . For the term set forth in Section 3.3 , PEG 2 LP and the PEGH 2 Partners hereby grant PEG Inc. a right of first offer on any proposed Transfer of any material portion of the Equity Interests or all or substantially all of the assets of PEG 2 LP in accordance with Section 3.2 . PEG 2 LP and the PEGH 2 Partners will take all actions necessary to cause such right of first offer to be exercisable in accordance with this Article III , including by causing each PEG 2 LP Entity to take any actions necessary to facilitate and enforce such exercise and to consummate the transactions contemplated by this Article III . The Parties will reasonably cooperate in determining the scope of any proposed Transfer that PEG 2 LP and the PEGH 2 Partners consider to be an immaterial portion of Equity Interests of PEG 2 LP with a view of not circumventing the purpose of this Article III .

Section 3.2             Procedures for Rights of First Offer .

(a)                 In the event that the PEGH 2 Partners or PEG 2 LP propose to Transfer any material portion of the Equity Interests or all or substantially all of the assets of PEG 2 LP, PEG 2 LP and the PEGH 2 Partners shall give PEG Inc. written notice setting forth the details of the proposed Transfer, including a description of PEG 2 LP’s assets (including, with respect to each of PEG 2 LP’s Projects, the mega-wattage, stage of development or construction, material counterparties, details of any project contracts and other material information with respect to PEG 2 LP and the Projects that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess PEG 2 LP and such Projects), the Equity Interests or assets to be Transferred (in each case, the “ PEG 2 LP Interests ”) and any other material terms of the proposed Transfer reasonably known or anticipated by PEG 2 LP or the PEGH 2 Partners (a “ PEG 2 LP Transfer Notice ”).

(b)                Within 45 calendar days after delivery of a PEG 2 LP Transfer Notice, PEG Inc. shall either: (i) deliver a written offer to PEG 2 LP and the PEGH 2 Partners to purchase the PEG 2 LP Interests setting forth PEG Inc.’s offer price (a “ PEG 2 LP Offer Price ”) and other material terms and conditions on which PEG Inc. proposes to purchase the PEG 2 LP Interests (a “ First Rights PEG 2 LP Offer ”) or (ii) deliver a written notice to PEG 2 LP that PEG Inc. will not make a First Rights PEG 2 LP Offer in response to the PEG 2 LP Transfer Notice (a “ First Rights PEG

2 LP Declination ”). Unless a First Rights PEG 2 LP Offer is rejected pursuant to written notice from PEG 2 LP delivered to PEG Inc. within 30 calendar days of PEG Inc.’s delivery of a First Rights PEG 2 LP Offer, such First Rights PEG 2 LP Offer shall be deemed to have been accepted by PEG 2 LP and the PEGH 2 Partners, and PEG Inc. shall have the right to acquire the PEG 2 LP Interests, and PEG 2 LP and the PEGH 2 Partners shall Transfer the PEG 2 LP Interests to PEG Inc., on the terms set forth in First Rights PEG 2 LP Offer, and subject to documentation reasonably agreed between the parties.

(c)                 In the event that (a) PEG Inc. delivers a First Rights PEG 2 LP Declination, (b) PEG 2 LP validly rejects a First Rights PEG 2 LP Offer, or (c) PEG Inc. fails to deliver either a First Rights PEG 2 LP Declination or a First Rights PEG 2 LP Offer, each as provided in and pursuant to the terms of Section 3.2(b) above, PEG 2 LP and the PEGH 2 Partners shall be free to Transfer the PEG 2 LP Interests to any Person; provided , however , that PEG 2 LP and the PEGH 2 Partners may not provide any material information with respect to PEG 2 LP, its assets or the PEG 2 LP Interests to any actual or potential Transferee of the PEG 2 LP Interests that was not provided to PEG Inc. together with the PEG 2 LP Transfer Notice. In the event that PEG Inc. had previously delivered a First Rights PEG 2 LP Offer that was rejected, PEG 2 LP and the PEGH 2 Partners shall only be permitted to enter into a definitive agreement to Transfer the PEG 2 LP Interests to a party other than PEG Inc. (A) during the six month period following such rejection, (B) at a price greater than or equal to 110% of the applicable PEG 2 LP Offer Price and (C) on other terms and conditions that are not materially less favorable to PEG 2 LP and the PEGH 2 Partners than the terms and conditions set forth in the applicable First Rights PEG 2 LP Offer. If PEG 2 LP does not enter into such a definitive agreement to Transfer the PEG 2 LP Interests within the six month period following delivery of the applicable First Rights Project Declination or does not consummate the Transfer of the PEG 2 LP Interests pursuant to such definitive agreement within the twelve month period following such rejection, then PEG 2 LP shall provide PEG Inc. with an updated description of PEG 2 LP’s assets (including, with respect to each of PEG 2 LP’s Projects, the mega-wattage, stage of development or construction, material counterparties, details of any project contracts and other material information with respect to PEG 2 LP and the Projects that an acquiror thereof would reasonably be anticipated to request in order to reasonably diligence and assess PEG 2 LP and such Projects) (an “ Updated Portfolio Description ”), and PEG Inc. shall have the option, but not the obligation, to purchase the applicable PEG 2 LP Interests at a price equal to 96% of the applicable PEG 2 LP Offer Price on the terms and conditions set forth in the applicable First Rights PEG 2 LP Offer, in accordance with the procedures set forth in the following sentence. Within 30 calendar days after delivery of an Updated Portfolio Description (a “ PEG 2 LP 96% Offer Period ”), PEG Inc. shall either: (i) deliver a written notice to PEG 2 LP and the PEGH 2 Partners exercising such option to purchase the applicable PEG 2 LP Interests, in which case PEG 2 LP and the PEGH 2 Partners shall Transfer the PEG 2 LP Interests to PEG Inc. at a price equal to 96% of the applicable PEG 2 LP Offer Price and on the other terms and conditions set forth in the applicable First Rights PEG 2 LP Offer, subject to documentation reasonably agreed between the parties or (ii) deliver a written notice to PEG 2 LP and the PEGH 2 Partners that PEG Inc. will not exercise such option; provided that if PEG Inc. does not exercise such option within thirty (30) calendar

days of receiving such Updated Portfolio Description, the terms of this Section 3.2 shall apply anew with respect to any Transfer of such PEG 2 LP Interest.

Section 3.3             Term of the PEG 2 LP Purchase Right of First Offer . Section 3.1 and Section 3.2 , including the obligations and rights of PEG 2 LP, the PEGH 2 Partners and PEG Inc. thereunder, shall survive until the earlier of: (a) the acquisition of the PEG 2 LP Interests by PEG Inc. pursuant to Section 3.1 and Section 3.2 ; and (b) the termination of the rights and obligations in Section 2.1 and Section 2.2 pursuant to Section 2.3 .

Article IV.
PURCHASE RIGHTS WITH RESPECT TO New PROJECTS THAT ARE REJECTED OR ABANDONED BY PEG 2 LP

Section 4.1             Notwithstanding any provision of this Agreement to the contrary, in the event that the PEGH 2 Board passes a decision to decline (or cease) the development of or funding for, or, in the case of clause (d) the evaluation, negotiation, interest or pursuit of:

(a)                 an Early Stage Project, then PEG Inc. shall have the option, but not the obligation, to acquire such Early Stage Project in accordance with the procedures set forth in this Section 4.1(a) . Within a commercially reasonable time period following such decision by the PEGH 2 Board, PEG 2 LP shall give PEG Inc. written notice of such decision (an “ Early Stage Information Notice ”), including a description of the Early Stage Project (including, to the extent applicable, the mega-wattage, stage of development or construction, material counterparties, details of the project contracts and other material information with respect to the Early Stage Project that an acquirer thereof would reasonably be anticipated to request in order to reasonably diligence and assess such Early Stage Project). Within twenty calendar days after delivery of an Early Stage Information Notice, PEG Inc. shall have the option, but not the obligation, to deliver a written notice to PEG 2 LP exercising PEG Inc.’s option to purchase the applicable Early Stage Project, in which case PEG 2 LP shall transfer such Early Stage Project to PEG Inc. in exchange for an amount in cash equal to PEG 2 LP’s cost basis (reasonably documented by PEG 2 LP) in such Early Stage Project (including any overhead expenses) to be paid within sixty calendar days after delivery for the Early Stage Information Notice, subject to documentation reasonably agreed between the parties;

(b)                a Mid Stage Project, PEG Inc. shall have the option, but not the obligation, to acquire such Mid Stage Project in accordance with the procedures set forth in this Section 4.1(b) . Within a commercially reasonable time period following such decision by the PEGH 2 Board, PEG 2 LP shall give PEG Inc. written notice of such decision, including a description of the Mid Stage Project (including, to the extent applicable, the mega-wattage, stage of development or construction, material counterparties, details of the project contracts and other material information with respect to the Mid Stage Project that an acquirer thereof would reasonably be anticipated to request in order to reasonably diligence and assess such Mid Stage Project). Within twenty calendar days after delivery of such notice, PEG Inc. shall have the option, but not

the obligation, to deliver a written notice to PEG 2 LP exercising PEG Inc.’s option to purchase the applicable Mid Stage Project, in which case PEG 2 LP shall, subject to documentation reasonably agreed between the parties, transfer such Mid Stage Project to PEG Inc. in exchange for the following consideration: (i) an amount in cash equal to PEG 2 LP’s cost basis (reasonably documented by PEG 2 LP) in such Mid Stage Project (including any overhead expenses), to be paid on the date that construction financing closes on such Mid Stage Project and (ii) if a PEG Inc. Entity subsequently Transfers such Mid Stage Project to a Person that is not a PEG Inc. Entity (a “ Mid Stage Project Exit ”), an amount in cash equal to (x) the PEGH 2 Project Percentage multiplied by (y) the aggregate development profit achieved on such Mid Stage Project, to be paid upon the consummation of the Mid Stage Project Exit;

(c)                 an Advanced Project, PEG 2 LP shall promptly seek to Transfer such Advanced Project pursuant to the terms and procedures set forth in Article II ; and

(d)                the acquisition of any new development project (regardless of size) from a third party, PEG Inc. shall have the right, but not the obligation, to acquire such project directly from such third party.

Article V.
WIND UP ARRANGEMENTS

Section 5.1             Notwithstanding any provision of this Agreement to the contrary, promptly following any wind-up of PEG 2 LP in accordance with the terms of the PEG 2 LPA, the Parties shall cooperate to classify each existing Project (acting reasonably) as either a Wind-Up Pipeline Project or a Wind-Up ROFO Project. Promptly following such classification, (a) PEG 2 LP shall promptly seek to Transfer each of the Wind-Up Pipeline Projects pursuant to the terms and procedures set forth in Article II , and (b) PEG 2 LP shall, at the discretion of the PEGH 2 Board, promptly either (i) continue to develop each Wind-Up ROFO Project until such Wind-Up ROFO Project becomes a Construction-Ready Project, after which time PEG 2 LP shall promptly seek to Transfer such Wind-Up ROFO Project pursuant to the terms and procedures set forth in Article II or (ii) cease to develop and/or fund any Wind-Up ROFO Project and promptly seek to Transfer such Wind-Up ROFO Project pursuant to the terms and procedures set forth in Article II .

Article VI.
MISCELLANEOUS

Section 6.1             Choice of Law; Submission To Jurisdiction; Waiver of Jury Trial . This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of New York, excluding any conflict-of-laws rule or principle that might refer the governance or the construction of this Agreement to the law of another jurisdiction irrespective of the choice of laws principles. Except as may otherwise expressly be set forth in any purchase and sale agreement entered into between or among the Parties or their Affiliates in connection

with the exercise of the purchase rights set forth in Article II and Article III , and subject to Section 6.2 , each of the Parties hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in New York, New York in connection with any claim, suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or any dealings between them relating to the subject matter of this Agreement and the relationship that is being established. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM, SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED.

Section 6.2             Enforcement . Each Party agrees and acknowledges that the other Parties do not have an adequate remedy at law for the breach by any such Party of its covenants and agreements set forth in this Agreement, and that any breach by any such Party of its covenants and agreements set forth in this Agreement would result in irreparable injury to each other Party. Each Party shall be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise any and all other rights existing in its favor. The Parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each Party may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for, and shall be entitled to specific performance or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation or threatened violation of the provisions of this Agreement.

Section 6.3             Notice . All notices, requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing the same in the mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by private-courier, prepaid, or by telecopier to such party. Notice given by personal delivery or mail shall be effective upon actual receipt. Couriered notices shall be deemed delivered on the date the courier represents that delivery will occur. Notice given by telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below such Party’s signature to this Agreement, or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 6.3 .

Section 6.4             Entire Agreement . This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

Section 6.5             Waiver; Effect of Waiver or Consent . Any Party hereto may (a) extend the time for the performance of any obligation or other act of any other Party hereto or (b) waive compliance with any agreement or condition of any other Party contained herein. Except as otherwise specifically provided herein, any such extension or waiver shall be valid only if set forth in a written instrument duly executed by the party or parties to be bound thereby. No waiver or consent, express or implied, by any Party of or to any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a waiver or consent of or to any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

Section 6.6             Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto.

Section 6.7             Assignment . No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto, except that PEG Inc. shall be enabled to assign its rights hereunder to an Affiliate that agrees to be bound to the terms hereof; provided , however , that PEG Inc. may assign its rights to a Permitted Assignee to the extent expressly provided in Section 2.2(e) ; provided , further , that subject to the foregoing, this Agreement shall be binding on the Parties and their respective successors and assigns.

Section 6.8             Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 6.9             Severability . If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 6.10         Rules of Construction . Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (b) references to the terms Article, Section, and paragraph are references to the Articles, Sections, and paragraphs to this Agreement unless otherwise specified, (c) the word “including” and words of similar import shall mean “including, without limitation,” (d) provisions shall apply, when appropriate, to successive events and transactions, (e) the headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of

this Agreement and (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 6.11         Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Section 6.12         Laws and Regulations . Notwithstanding any provision of this Agreement to the contrary, no party to this Agreement shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such party to be in violation of any Applicable Law.

Section 6.13         No Third Party Beneficiaries . Each Final Project Offeror and, solely to the extent of the applicable assignment, each Permitted Assignee (if any) shall be a beneficiary of this Agreement, entitled to the benefits of this Agreement. The provisions of this Agreement are enforceable solely by the Parties and, solely to the extent of the applicable assignment, each Permitted Assignee (if any), and no other Person, including any limited partner, member or equity holder of the Parties, shall have the right, separate and apart from the Parties, as applicable, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the date hereof.

Amended and Restated Purchase Rights Agreement

Solely with Respect to Article III

			PATTERN ENERGY GROUP HOLDINGS 2 LP
			By:	/s/ Dyann Blaine
				Name:	Dyann Blaine
				Title:	Vice President

Amended and Restated Purchase Rights Agreement

Solely with Respect to Article III

			PATTERN ENERGY GP 2 LLC
			By:	/s/ Dyann Blaine
				Name:	Dyann Blaine
				Title:	Vice President

Amended and Restated Purchase Rights Agreement

Exhibit A

Form of Purchase and Sale Agreement

[Attached]

Exhibit 10.3

Execution Version

SECOND AMENDED AND RESTATED

NONCOMPETITION AGREEMENT

BY AND AMONG

PATTERN ENERGY GROUP LP,

PATTERN ENERGY GROUP INC., AND

PATTERN ENERGY GROUP 2 LP

Dated as of June 16, 2017

TABLE OF CONTENTS

Article I

DEFINITIONS

Article II

Exclusivity

Article III

MISCELLANEOUS

SECOND AMENDED AND RESTATED NONCOMPETITION AGREEMENT

THIS SECOND AMENDED AND RESTATED NONCOMPETITION AGREEMENT is entered into on, and effective as of June 16, 2017, by and between Pattern Energy Group LP, a Delaware limited partnership (“ PEG LP ”), Pattern Energy Group Inc., a Delaware corporation (“ PEG Inc. ”), and Pattern Energy Group 2 LP, a Delaware limited partnership (“ PEG 2 ”).

R E C I T A L S:

A.       PEG LP and PEG Inc. entered into a Non-Competition Agreement, dated as of October 2, 2013 (the “ Initial Agreement ”) to evidence their understanding with respect to certain interests in Projects.

B.       The Parties entered into the Amended and Restated Non-Competition Agreement, dated December 8, 2016 (the “ A&R Agreement ”), amending and restating the Initial Agreement to, among other things, add PEG 2 as a party.

C.       The Parties desire to amend and restate the A&R Agreement to further provide for their rights and obligations as described herein.

In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend and restate the A&R Agreement in its entirety and further agree as follows:

Article I

DEFINITIONS

Section 1.1             Definitions.  As used in this Agreement, the following terms shall have the respective meanings set forth below:

“ A&R Agreement ” is defined in the introduction to this Agreement.

“ Agreement ” means this Second Amended and Restated NonCompetition Agreement, as it may be amended, modified, or supplemented from time to time in accordance with Section 3.7 hereof.

“ Applicable Law ” means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, Order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter, of a Governmental Authority having valid jurisdiction.

“ Business Day ” means a day other than a Saturday, Sunday or any other day on which commercial banks in Toronto, Ontario or New York, NY are authorized or required by Applicable Law to close. Any event the scheduled occurrence of which would fall on a day that is not a Business Day shall be deferred until the next succeeding Business Day.

“ Control ” or “ controlled ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Equity Interests ” means all shares, capital stock, partnership or limited liability company interests, units, participations, distribution rights, joint venture interest or similar equity interests issued by any Person, however designated.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Governmental Authority ” means:

(i)                  any government, whether national, federal, provincial, state, territorial, municipal or local (whether administrative, legislative, executive or otherwise);

(ii)                any agency, authority, ministry, department, regulatory body, court, central bank, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government;

(iii)              any court, commission, individual, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasijudicial, administrative or similar functions; and

(iv)              any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange or professional association.

“ Order ” means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

“ Parties ” means the parties to this Agreement and their successors (whether through merger or otherwise) and permitted assigns.

“ PEG 2 ” is defined in the introduction to this Agreement.

“ PEG 2 Entities ” means PEG 2 and any Person Controlled by PEG 2, other than the PEG Inc. Entities.

“ PEG 2 LPA ” means that certain Second Amended and Restated Agreement of Limited Partnership of PEG 2, dated as of the date hereof.

“ PEG 2 Purchase Rights Agreement ” means that certain Amended and Restated Purchase Rights Agreement, entered into on, and effective as of the date hereof, among PEG 2, PEG Inc., and, solely with respect to Article III thereof, Pattern Energy Group Holdings 2 LP, a Delaware limited partnership, and Pattern Energy Group Holdings 2 GP LLC, a Delaware limited liability company, as the same may be amended from time to time.

“ PEG Inc. ” is defined in the introduction to this Agreement.

“ PEG Inc. Entities ” means PEG Inc. and any Person Controlled by PEG Inc.

“ PEG LP ” is defined in the introduction to this Agreement.

“ PEG LP Entities ” means PEG LP and any Person Controlled by PEG LP, other than the PEG Inc. Entities.

“ PEG LP Purchase Rights Agreement ” means that certain Amended and Restated Purchase Rights Agreement, entered into on, and effective as of the date hereof, among PEG LP, PEG Inc., and, solely with respect to Article IV thereof, Pattern Energy Group Holdings LP, a Delaware limited partnership, and Pattern Energy GP LLC, a Delaware limited liability company, as the same may be amended from time to time.

“ PEG LP Retained Assets ” means the development assets owned by PEG LP as set forth on Schedule 1 attached hereto.

“ Person ” means an individual, corporation, partnership, joint venture, trust, limited liability company, unlimited liability company, unincorporated organization or any other entity.

“ Project ” means any power generation, storage or transmission development project, prior to completion of construction.

“ Relevant Geographies ” means the United States, Canada, and Mexico.

Article II 

Exclusivity

Section 2.1            Exclusivity .

(a)                Each of PEG Inc. and PEG LP hereby grant PEG 2 the exclusive right to develop, and each of PEG Inc. and PEG LP hereby agree to refrain from developing or otherwise entering into any agreement or arrangement with a Person other than PEG 2 to develop, all Projects located in the Relevant Geographies except: (i) any development activities intended to expand, improve, enhance or protect an existing power generation, transmission or storage facility that is directly or indirectly managed or majority owned by PEG Inc. as of the applicable date of determination (a list of such facilities as of the date hereof is set forth on Schedule 2 attached hereto); (ii) any Project associated with a PEG LP Retained Asset; (iii) any Project acquired in whole or in part by PEG Inc. or a Permitted Assignee (as defined in the PEG 2 Purchase Rights Agreement) pursuant to the PEG 2 Purchase Rights Agreement; (iv) any Project acquired in whole or in part by PEG Inc. or a Permitted Assignee (as defined in the PEG LP Purchase Rights Agreement) pursuant to the PEG LP Purchase Rights Agreement, or (v) any Project that has issued or achieved, or the parties agree (acting reasonably) is likely to issue or achieve within thirty (30) days of closing an acquisition of such Project, readiness for construction financing or issuance of full notice to proceed; provided, however, that nothing in this Section 2.1 shall restrict PEG Inc. from acquiring (whether through a stock or asset purchase, merger,

combination, amalgamation or other business combination transaction) any company or business that is principally engaged in the business of owning and operating renewable energy facilities (“Operating Business”); provided, further, that a portfolio of Projects for sale is not an Operating Business and, if it contains a mix of development, construction or operating Projects, PEG 2 and PEG Inc. will reasonably cooperate to split the assets so that PEG 2 may acquire (whether through a stock or asset purchase, merger, combination or other business combination transaction) the development Projects and PEG Inc. may acquire (whether through a stock or asset purchase, merger, combination or other business combination transaction) the construction and operating Projects contained in such portfolios, on mutually acceptable terms.

(b)                Until such time as a controlling interest in Green Power Investments is no longer held by PEG LP (whether by sale of equity or a sale of all or substantially all assets of Green Power Investments), each of PEG Inc. and PEG 2 hereby grant PEG LP the exclusive right to develop, and each of PEG Inc. and PEG 2 hereby agree to refrain from developing or otherwise entering into any agreement or arrangement with a Person other than PEG LP to develop , all Projects in Japan except: (i) any development activities intended to expand, improve, enhance or protect an existing power generation, transmission or storage facility that is directly or indirectly managed or majority owned by PEG Inc. as of the applicable date of determination, (ii) any Project acquired in whole or in part by PEG Inc. or a Permitted Assignee (as defined in the PEG 2 Purchase Rights Agreement) pursuant to the PEG 2 Purchase Rights Agreement, (iii) any Project acquired in whole or in part by PEG Inc. or a Permitted Assignee (as defined in the PEG LP Purchase Rights Agreement pursuant to the PEG LP Purchase Rights Agreement, or (iv) any Project that has issued or achieved, or the parties agree (acting reasonably) is likely to issue or achieve within thirty (30) days of closing an acquisition of such Project, readiness for construction financing or issuance of full notice to proceed; provided, however, that nothing in this Section 2.1(b) shall restrict PEG Inc. from acquiring (whether through a stock or asset purchase, merger, combination or other business combination transaction) any company or business that is principally engaged in the business of owning and operating renewable energy facilities (“Operating Business”); provided, further, that a portfolio of Projects for sale is not an Operating Business and, if it contains a mix of development, construction or operating Projects, PEG 2 and PEG Inc. will reasonably cooperate to split the assets so that PEG 2 may acquire (whether through a stock or asset purchase, merger, combination or other business combination transaction) the development Projects and PEG Inc. may acquire (whether through a stock or asset purchase, merger, combination or other business combination transaction) the construction and operating Projects contained in such portfolios on mutually acceptable terms. If PEG 2 or PEG Inc. acquires (whether through a stock or asset purchase, merger, combination or other business combination transaction) a direct or indirect controlling interest in Green Power Investments (the “ Japanese Development Acquisition ”), then effective upon such Japanese Development Acquisition, and without further action, each of PEG LP and either of PEG Inc. or PEG 2 (to the extent it is not the acquirer of such Japanese Development Acquisition) hereby grant to the acquirer of such Japanese Development Acquisition the exclusive right to develop all Projects in Japan subject to the exceptions set forth in clauses (i) through (iv) above.

Article III

MISCELLANEOUS

Section 3.1             Choice of Law; Submission to Jurisdiction; Waiver of Jury Trial . This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of New York, excluding any conflict-oflaws rule or principle that might refer the governance or the construction of this Agreement to the law of another jurisdiction irrespective of the choice of laws principles. Subject to Section 3.2 , each Party hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in New York, New York in connection with any claim, suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or any dealings between the Parties relating to the subject matter of this Agreement and the relationship that is being established. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM, SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED.

Section 3.2              Enforcement . Each Party agrees and acknowledges that the other Parties do not have an adequate remedy at law for the breach by any such Party of its covenants and agreements set forth in this Agreement, and that any breach by any such Party of its covenants and agreements set forth in this Agreement would result in irreparable injury to such other Party. Each Party shall be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise any and all other rights existing in its favor. The Parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each Party may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for, and shall be entitled to specific performance or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation or threatened violation of the provisions of this Agreement.

Section 3.3             Notice . All notices, requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing the same in the mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by privatecourier, prepaid, or by telecopier to such party. Notice given by personal delivery or mail shall be effective upon actual receipt. Couriered notices shall be deemed delivered on the date the courier represents that delivery will occur. Notice given by telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below such Party’s signature to this Agreement, or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 3.3 .

Section 3.4              Entire Agreement . This Agreement, the PEG LP Purchase Rights Agreement and the PEG 2 Purchase Rights Agreement constitute the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

Section 3.5             Termination . Upon the termination of all of PEG Inc.’s collective purchase rights set forth in Articles III and IV of the PEG LP Purchase Rights Agreement in accordance with the terms of the PEG LP Purchase Rights Agreement, this Agreement shall automatically and immediately terminate as between PEG Inc. and PEG LP, but will remain in full force and effect as between PEG Inc. and PEG 2 and as between PEG LP and PEG 2.

(b)               Upon the termination of all of PEG Inc.’s collective purchase rights set forth in Articles II and III of the PEG 2 Purchase Rights Agreement in accordance with the terms of the PEG 2 Purchase Rights Agreement, this Agreement shall automatically and immediately terminate as between PEG Inc. and PEG 2, but will remain in full force and effect as between PEG Inc. and PEG LP and as between PEG 2 and PEG LP.

(c)                Notwithstanding anything to the contrary, upon the earlier to occur of (i) the wind-up of PEG 2 pursuant to the terms of the PEG 2 LPA and (ii) PEG 2’s rejection of three (3) or more First Rights Project Offers (as defined in the PEG 2 Purchase Rights Agreement) in accordance with the terms of the PEG 2 Purchase Rights Agreement, representing a cumulative net capacity of at least 600 MW, in the aggregate, PEG Inc. shall have the right to terminate Section 2.1 .

Section 3.6              Waiver; Effect of Waiver or Consent . Any Party hereto may (a) extend the time for the performance of any obligation or other act of any other Party hereto or (b) waive compliance with any agreement or condition of any other Party contained herein. Except as otherwise specifically provided herein, any such extension or waiver shall be valid only if set forth in a written instrument duly executed by the party or parties to be bound thereby. No waiver or consent, express or implied, by any Party of or to any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a waiver or consent of or to any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

Section 3.7             Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto.

Section 3.8             Assignment . No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto; provided, that this Agreement shall be binding on the Parties and their respective successors (whether through merger or otherwise) and permitted assigns.

Section 3.9              Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All

counterparts shall be construed together and shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 3.10         Severability . If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 3.11         R ules of Construction . Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires, (b) references to the terms Article, Section, paragraph, and Schedule are references to the Articles, Sections, paragraphs, and Schedules to this Agreement unless otherwise specified, (c) the word “including” and words of similar import shall mean “including, without limitation,” (d) provisions shall apply, when appropriate, to successive events and transactions, (e) the headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement and (f) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 3.12         Further Assurances . In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Section 3.13         Laws and Regulations . Notwithstanding any provision of this Agreement to the contrary, no party to this Agreement shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such party to be in violation of any Applicable Law.

Section 3.14         No Third Party Beneficiaries . The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no other Person, including any limited partner, member or equity holder of PEG LP, PEG 2 or PEG Inc., shall have the right, separate and apart from PEG LP, PEG 2 and PEG Inc., as applicable, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the date of this Agreement.

			PATTERN ENERGY GROUP LP
			By:	/s/ Daniel M. Elkort
				Its:	Daniel M. Elkort
					Vice President

			PATTERN ENERGY GROUP INC.
			By:	/s/ Esben Pedersen
				Its:	Esben Pedersen
					Chief Investment Officer

			PATTERN ENERGY GROUP 2 LP
			By:	/s/ Dyann Blaine
				Its:	Dyann Blaine
					Vice President

Signature Page to
Second Amended and Restated Non-Competition Agreement

Schedule 1

Schedule 2

Exhibit 10.4

EXECUTION VERSION 

AMENDED AND RESTATED
MULTILATERAL MANAGEMENT SERVICES AGREEMENT

Dated as of June 16, 2017

by and among

PATTERN ENERGY GROUP INC.,

PATTERN ENERGY GROUP LP,

and

PATTERN ENERGY GROUP 2 LP

Table of Contents

Article I
DEFINITIONS AND USAGE

Article II
PEG 1’S RESPONSIBILITIES

Article III
PEG INC.’S RESPONSIBILITIES

Article IV
PEG 2 RESPONSIBILITIES

Article V
STANDARD OF PERFORMANCE

Article VI
COMPENSATION AND PAYMENT

Article VII
PEG 2 TRANSITION

Article VIII
REINTEGRATION EVENTS

Article IX

EMPLOYMENT OF PERSONNEL

Article X
DISPUTE RESOLUTION

Article XI
COMMENCEMENT AND TERMINATION

Article XII
INDEMNIFICATION AND LIMITATION OF LIABILITY

Article XIII
RIGHT TO PURCHASE CERTAIN ASSETS

Article XIV
MISCELLANEOUS

AMENDED AND RESTATED
MULTILATERAL MANAGEMENT SERVICES AGREEMENT

THIS AMENDED AND RESTATED MULTILATERAL MANAGEMENT SERVICES AGREEMENT (the “ Agreement ”) is made as of this 16 ^th day of June, 2017 (the “ Effective Date ”), by and among PATTERN ENERGY GROUP INC., a Delaware corporation (“ PEG Inc. ”), PATTERN ENERGY GROUP LP, a Delaware limited partnership (“ PEG 1 ”), and PATTERN ENERGY GROUP 2 LP, a Delaware limited partnership (“ PEG 2 ”). Each of PEG Inc., PEG 1, and PEG 2 is referred to herein as a “ Party ” and collectively as the “ Parties. ”

W I T N E S S E T H :

WHEREAS, PEG Inc. and PEG 1 entered into a Bilateral Management Services Agreement, dated as of October 2, 2013 (the “ Initial Agreement ”), as amended by the First Amendment to Bilateral Management Services Agreement dated as of July 3, 2015, whereby each of PEG Inc. and PEG 1 wishes to engage the other to provide certain management services and each of PEG Inc. and PEG 1 wishes to accept such engagement to provide such services for the benefit of the other in accordance with the terms and conditions set forth therein;

WHEREAS, the Parties entered into a Multilateral Management Services Agreement, dated as of December 8, 2016, amending and restating the Initial Agreement in its entirety (the “ Multilateral Agreement ”), among other things, to add PEG 2 as a party;

WHEREAS, the Parties desire to amend and restate the Multilateral Agreement to further provide for the rights and obligations of the Parties;

WHEREAS, the Parties contemplate the transfer of PEG 1 employees and employees of its subsidiaries into PEG Inc. or PEG 2 upon the occurrence of certain events, after which the services provided by PEG 1 will be internalized by PEG Inc. or PEG 2, as applicable, as set forth herein; and

WHEREAS, entering into this Agreement is mutually beneficial to all Parties as the Parties will be sharing the costs of such services and by so doing will reduce the respective costs of each Party.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, hereby amend and restate the Multilateral Agreement in its entirety and further agree as follows:

Article I
DEFINITIONS AND USAGE

Section 1.01        Definitions . Unless the context shall otherwise require or the express terms of this Agreement shall otherwise provide, capitalized terms used herein shall have the following meanings:

“ Affiliate ” of a specified Person means any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified.

“ Agreement ” is defined in the preamble.

“ Effective Date ” is defined in the preamble.

“ GAAP ” means generally accepted accounting principles in the United States, consistently applied.

“ Initial Agreement ” is defined in the preamble.

“ Multilateral Agreement ” is defined in the preamble.

“ NASDAQ ” means the NASDAQ Global Market.

“ notices ” is defined in Section 14.05 .

“ Person ” means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or governmental authority.

“ PEG 1 ” is defined in the preamble.

“ PEG 1 Employee Reintegration ” is defined in Section 8.01 .

“ PEG 1 LPA ” means the First Amended and Restated Agreement of Limited Partnership of PEG 1, dated as of July 15, 2010, as the same may be amended from time to time.

“ PEG 1 Reintegration Event ” is defined in Section 8.01 .

“ PEG 1 Services ” means the services set forth in Section 2.01 .

“ PEG 1 Services Failure ” is defined in Section 2.01 .

“ PEG 1 Services Period ” is defined in Section 2.01 .

“ PEG 2 ” is defined in the preamble.

“ PEG 2 Services Failure ” is defined in Section 4.01 .

“ PEG 2 Employee Reintegration ” is defined in Section 8.02 .

“ PEG 2 LPA ” means the Second Amended and Restated Agreement of Limited Partnership of PEG 2, dated as of the date hereof, as the same may be amended from time to time.

“ PEG 2 Reintegration Event ” is defined in Section 8.02 .

“ PEG 2 Services ” means the services set forth in Section 4.01 .

“ PEG 2 Transition ” is defined in Section 7.01 .

“ PEG 2 Transition Trigger Event ” is defined in Section 7.01 .

“ PEG Inc. ” is defined in the preamble.

“ PEG Inc. Services ” means the services set forth in Section 3.01 .

“ Reference Rate ” means the rate as published, from time to time, in The Wall Street Journal as the prime lending rate or “ prime rate ” plus one percent (1%).

“ Senior Officer ” means an officer that has been appointed to the relevant Party’s management committee, board or similar body charged with the management of such Party.

“ Shared PEG Executives ” means the senior executives of PEG Inc. who will provide executive management services to PEG 1 or PEG 2 in accordance with Section 3.01 and devote the percentage of time and have the responsibilities to PEG 1 or PEG 2, in each case, as set forth on Schedule 1 hereto (as such schedule may be updated by mutual agreement of the Parties from time to time).

“ Support Assets ” means, with respect to any Party, any asset or assets that may be reasonably necessary for and related to the administration of such Party’s business, such as computer hardware, software, data back-up infrastructure, facilities and any other assets as may be reasonably determined by such Party.

“ Term ” is defined in Section 11.01 .

“ Total Market Capitalization ” means the aggregate value of PEG Inc.’s issued and outstanding Class A Shares (assuming that all of PEG Inc.’s then outstanding Class B Shares had converted into Class A Shares on a one-forone basis prior to such date) determined based on the daily volume weighted average price of the Class A Shares on the NASDAQ (or the then primary securities exchange or association or over-thecounter market on which the Class A Shares are listed for trading).

“ Trading Day ” means a day on which the Class A Shares:

(i)       are not suspended from trading on any national or regional securities exchange or association or over-thecounter market at the close of business; and

(ii)       have traded at least once on the NASDAQ or the national or regional securities exchange or association or over-thecounter market that is the primary market for the trading of the Class A Shares.

“ Transaction ” is defined in Section 14.09(c) .

Article II
PEG 1’S RESPONSIBILITIES

Section 2.01        PEG 1 Services . Until the earlier of (i) the PEG 1 Reintegration and (ii) the PEG 2 Transition (the “ PEG 1 Services Period ”), PEG 1 shall make its personnel and the personnel of its subsidiaries available to PEG Inc. and PEG 2 to provide and perform the following services for PEG Inc., PEG 2 and their respective Affiliates and project entities in accordance with, subject to Section 9.01 , the scope, instruction, and policies of PEG Inc. or PEG 2, as applicable (the “ PEG 1 Services ”):

(a)                day-today administrative services;

(b)               services related to accounting and tax, including, preparation and filing of tax returns and maintaining books and records;

(c)                services related to preparation of annual consolidated financial statements, and quarterly interim financial statements;

(d)               services related to regulatory reporting and other public filings and disclosures;

(e)                services related to preparation of annual budgets;

(f)                legal and corporate secretarial support and other corporate services;

(g)               services related to financial analysis, financing, and, when requested to do so, assisting in the process of raising capital by way of debt, equity or otherwise;

(h)               services related to human resources support and administration;

(i)                 services related to information technology support;

(j)                 providing advice with respect to issues concerning project development, permitting, construction management and engineering, power marketing, environmental management and implementation;

(k)               providing assistance in connection with PEG Inc.’s pursuit of acquisition opportunities;

(l)                 services related to obtaining and maintaining insurance;

(m)             services related to maintaining required governmental approvals and permits and preparing and submitting filings with respect to PEG Inc.’s projects;

(n)               services with respect to compliance with applicable laws and other obligations of PEG Inc. and PEG 2 and their respective projects;

(o)               supervising and monitoring PEG Inc.’s and PEG 2’s and their respective counterparties’ compliance with the terms and conditions of PEG Inc.’s and PEG 2’s respective

contracts and performing on behalf of PEG Inc. and PEG 2 reporting and other routine administrative responsibilities under such contracts; and

(p)               performing such other tasks of an administrative nature as PEG Inc. or PEG 2 may reasonably request from time to time in connection with or related to PEG Inc. or PEG 2, their respective Affiliates and/or their respective operations.

Prior to taking any action that will materially diminish its ability to provide the PEG 1 Services as contemplated under this Agreement, PEG 1 will provide PEG Inc. and PEG 2 with advance written notice of such anticipated action. PEG Inc. and PEG 2 shall then have a period of 30 days to deliver a written response to PEG 1, either consenting to such action or stating that such action may only be taken following a notice period of six (6) months. Failure by PEG Inc. or PEG 2 to deliver such response within such 30 day period shall be deemed, with respect to such respective party, consent of the described action. For the avoidance of doubt, PEG 1 may determine, in its sole discretion based on its own business considerations, to take any such action.

PEG 1 agrees that, during the PEG 1 Services Period, the PEG 1 Services shall include such resources and services that a reasonably prudent professional operating in the wind industry would deem appropriate taking into account the business plan, approved budget, costs and expenses to support the foregoing for each of PEG Inc. and PEG 2. Following notice to PEG 1 by PEG Inc. or PEG 2, as applicable, notifying PEG 1 of its failure to provide such sufficient resources and services, PEG 1 shall have a period of thirty (30) days to cure any such failure; provided , however , that if the fact, circumstance or condition that is the subject of such failure cannot reasonably be remedied within such 30-day period and if, within such period, PEG 1 provides reasonable evidence to PEG Inc. and PEG 2 that it has commenced, and thereafter proceeds with reasonable due diligence, to remedy such failure, such period shall be extended for a reasonable period satisfactory to PEG Inc. and PEG 2, acting reasonably, for PEG 1 to remedy the same. Following such period, in the event that PEG 1 has not cured such failure (unless such failure is a result of the PEG 2 Board of Directors or the PEG LP Board of Directors not providing approval to fund such increased resources and services) (a “ PEG 1 Services Failure ”) then, except any time following a PEG 2 Transition, PEG 1 Employee Reintegration, or PEG 2 Employee Reintegration, PEG 2 shall have the right, in its sole discretion, to (A) cause PEG 1 to hire additional development personnel, or (B) initiate a wind-down of PEG 2 in accordance with the terms of the PEG 2 LPA; provided that PEG Inc. shall be afforded a reasonable opportunity to effect a PEG 1 Employee Reintegration following a PEG 1 Services Failure prior to PEG 2 having such right to initiate a wind-down of PEG 2.

Article III
PEG INC.’S RESPONSIBILITIES

Section 3.01        PEG Inc. Services . PEG Inc. shall make its personnel and the personnel of its subsidiaries available to PEG 1 and PEG 2 to provide and perform the following services for PEG 1, PEG 2, and their respective Affiliates in accordance with, subject to Section 8.01 and Section 8.03 , the scope, instruction, and policies of PEG 1 or PEG 2, as applicable (the “ PEG Inc. Services ”):

(a)                provide and perform the PEG 1 Services after a PEG 1 Employee Reintegration;

(b)               provide and perform the PEG 2 Services after a PEG 2 Employee Reintegration;

(c)                act as a Shared PEG Executive, as agreed from time to time (with the Shared PEG Executives on the Effective Date indicated on Schedule 1 hereto);

(d)               support PEG 1’s and PEG 2’s development activities, analysis of development opportunities and cost analysis and assist with respect to issues concerning project operations and maintenance to the extent required for PEG 1’s or PEG 2’s development activities; and

(e)                perform such other tasks of an administrative nature as PEG 1 or PEG 2 may reasonably request from time to time in connection with or related to PEG 1 or PEG 2 and/or their respective business activities.

PEG Inc. agrees that the PEG Inc. Services shall include such resources and services that a reasonably prudent professional operating in the wind industry would deem appropriate taking into account the business plan, approved budget, costs and expenses to support the foregoing for each of PEG 1 and PEG 2. Following notice to PEG Inc. by PEG 2, notifying PEG Inc. of its failure to provide such sufficient resources and services, PEG Inc. shall have a period of thirty (30) days to cure any such failure; provided , however , that if the fact, circumstance or condition that is the subject of such failure cannot reasonably be remedied within such 30-day period and if, within such period, PEG Inc. provides reasonable evidence to PEG 2 that it has commenced, and thereafter proceeds with reasonable due diligence, to remedy such failure, such period shall be extended for a reasonable period satisfactory to PEG 2, acting reasonably, for PEG Inc. to remedy the same. Following such period, in the event that PEG Inc. has not cured such failure (unless such failure is a result of the PEG 2 Board of Directors or the PEG LP Board of Directors not providing approval to fund such increased resources and services), PEG 2 shall have the right, in its sole discretion, to (A) suspend PEG Inc. from taking on any additional development projects until such time that PEG Inc. has reasonably demonstrated that sufficient resources and services are being provided to PEG 2, (B) cause PEG Inc. to hire additional development personnel (if the failure relates to the provision of (x) PEG 1 Services following the PEG 1 Employee Reintegration or (y) PEG 2 Services following the PEG 2 Employee Reintegration), or (C) initiate a wind-down of PEG 2 in accordance with the terms of the PEG 2 LPA.

Section 3.02        MOMA and PAA Services . PEG Inc. will have the exclusive right, but not the obligation, to provide services pursuant to Management Operation and Maintenance Agreements (“ MOMAs ”) and Project Administration Agreements (“ PAAs ”) for projects developed by PEG 1 or PEG 2, with all such MOMAs and PAAs to be negotiated on customary arms’ length terms.

Article IV
PEG 2 RESPONSIBILITIES

Section 4.01        PEG 2 Services . Following the consummation of a PEG 2 Transition, PEG 2 shall make its personnel and the personnel of its subsidiaries available to PEG Inc. and PEG 1 to provide and perform the following services for PEG Inc., PEG 1, and their respective

Affiliates in accordance with, subject to Section 9.01 , the scope, instruction, and policies of PEG Inc. or PEG 1, as applicable (the “ PEG 2 Services ”):

(a)                day-today administrative services;

(b)               services related to accounting and tax, including, preparation and filing of tax returns and maintaining books and records;

(c)                services related to preparation of annual consolidated financial statements, and quarterly interim financial statements;

(d)               services related to regulatory reporting and other public filings and disclosures;

(e)                services related to preparation of annual budgets;

(f)                legal and corporate secretarial support and other corporate services;

(g)               services related to financial analysis, financing, and, when requested to do so, assisting in the process of raising capital by way of debt, equity or otherwise;

(h)               services related to human resources support and administration;

(i)                 services related to information technology support;

(j)                 providing advice with respect to issues concerning project development, permitting, construction management and engineering, power marketing, environmental management and implementation;

(k)               providing assistance in connection with PEG Inc.’s pursuit of acquisition opportunities;

(l)                 services related to obtaining and maintaining insurance;

(m)             services related to maintaining required governmental approvals and permits and preparing and submitting filings with respect to PEG Inc.’s projects;

(n)               services with respect to compliance with applicable laws and other obligations of PEG Inc. and PEG 1 and their respective projects;

(o)               supervising and monitoring PEG Inc.’s and PEG 1’s and their respective counterparties’ compliance with the terms and conditions of PEG Inc.’s and PEG 1’s respective contracts and performing on behalf of PEG Inc. and PEG 1 reporting and other routine administrative responsibilities under such contracts; and

(p)               performing such other tasks of an administrative nature as PEG Inc. or PEG 1 may reasonably request from time to time in connection with or related to PEG Inc. or PEG 1, their respective Affiliates and/or their respective operations.

PEG 2 agrees that the PEG 2 Services shall include such resources and services that a reasonably prudent professional operating in the wind industry would deem appropriate taking into account the business plan, approved budget, costs and expenses to support the foregoing for each of PEG Inc. and PEG 1. Following notice to PEG 2 by PEG Inc. notifying PEG 2 of its failure to provide such sufficient resources and services, PEG 2 shall have a period of thirty (30) days to cure any such failure; provided , however , that if the fact, circumstance or condition that is the subject of such failure cannot reasonably be remedied within such 30-day period and if, within such period, PEG 2 provides reasonable evidence to PEG Inc. that it has commenced, and thereafter proceeds with reasonable due diligence, to remedy such failure, such period shall be extended for a reasonable period satisfactory to PEG Inc., acting reasonably, for PEG 2 to remedy the same. In the event that PEG 2 has not cured such failure upon the expiration of such period, a “ PEG 2 Services Failure ” shall have occurred.

Article V
STANDARD OF PERFORMANCE

Section 5.01        Diligence, Care and Prudence . Each Party shall use such diligence, care and prudence in the performance of its duties, including each Party’s respective services set forth in Article II and Article III hereof and shall devote such time, effort and skills, and shall cause its employees and the employees of its subsidiaries to devote such time effort and skills, as an ordinary professional in like position would do in like circumstances, with like executive responsibilities and fiduciary duties in the case of those employees that serve as executive officers of PEG Inc. who also serve as executive officers of either PEG 1 or PEG 2 (or both), but subject to and in accordance with the provisions of this Agreement.

Section 5.02        Limitation on Liability . A Party shall have no liability under this Agreement for failure to take actions as to which it has requested in writing the instruction of the other Party to perform if such instruction is not timely given.

Article VI
COMPENSATION AND PAYMENT

Section 6.01        PEG 1 Services . PEG Inc. and PEG 2 shall pay and reimburse PEG 1 for the PEG 1 Services as follows:

(a)                Reimbursable Costs.

(i)                 PEG Inc. shall reimburse PEG 1 for PEG Inc.’s allocable share of the costs incurred by PEG 1, on behalf of PEG Inc. in providing the PEG 1 Services. Such costs are expected to include, among other things, the share of costs allocable to PEG Inc. for internal, general and administrative overhead expenses (including rent, utilities, taxes, service contracts, office supplies, insurance and other such costs), and compensation provided to the personnel of PEG 1.

(ii)               PEG 2 shall reimburse PEG 1 for PEG 2’s allocable share of the costs incurred by PEG 1, on behalf of PEG 2 in providing the PEG 1 Services. Such costs are expected to include, among other things, the share of costs allocable to PEG 2 for

internal, general and administrative overhead expenses (including rent, utilities, taxes, service contracts, office supplies, insurance and other such costs), and compensation provided to the personnel of PEG 1.

(b)               Reimbursable Expenses .

(i)                 PEG Inc. shall reimburse PEG 1, for PEG Inc.’s allocable share of all outof-pocket expenses that PEG 1 incurs or pays in connection with the performance of the PEG 1 Services.

(ii)               PEG 2 shall reimburse PEG 1, for PEG 2’s allocable share of all outof-pocket expenses that PEG 1 incurs or pays in connection with the performance of the PEG 1 Services.

(c)                Methodology . The allocation of costs and expenses attributable to PEG Inc. and PEG 2 under Sections 6.01(a) and (b) above shall be calculated in accordance with the methodology set forth on Exhibit A .

(d)               Certain Fees . For the PEG 1 Services set forth in Section 2.01(j) in addition to any reimbursements due under Sections 6.01(a) and (b) above, PEG Inc. and PEG 2 shall pay a fee in an amount equal to 5% of the cost of such services (such cost to be determined in accordance to Section 6.01(c) ) and the fee shall be payable in accordance with Section 6.04 .

Section 6.02        PEG Inc. Services . PEG 1 and PEG 2 shall pay and reimburse PEG Inc. for the PEG Inc. Services as follows:

(a)                Reimbursable Costs .

(i)                 PEG 1 shall reimburse PEG Inc. for PEG 1’s allocable share of the costs incurred by PEG Inc. on behalf of PEG 1 in providing the PEG Inc. Services. Such costs are expected to include, among other things, the share of costs allocable to PEG 1 for internal, general and administrative overhead expenses (including rent, utilities, taxes, service contracts, office supplies, any Support Assets transferred to PEG Inc. by PEG 1 pursuant to the Purchase Right herein, insurance and other such costs), and compensation provided to the personnel of PEG Inc., including, for the avoidance of doubt, compensation provided to executive officers of PEG Inc. who also serve as executive officers of PEG 1.

(ii)               PEG 2 shall reimburse PEG Inc. for PEG 2’s allocable share of the costs incurred by PEG Inc. on behalf of PEG 2 in providing the PEG Inc. Services. Such costs are expected to include, among other things, the share of costs allocable to PEG 2 for internal, general and administrative overhead expenses (including rent, utilities, taxes, service contracts, office supplies, any Support Assets transferred to PEG Inc. by PEG 2 pursuant to the Purchase Right herein, insurance and other such costs), and compensation provided to the personnel of PEG Inc., including, for the avoidance of doubt, compensation provided to executive officers of PEG Inc. who also serve as executive officers of PEG 2.

(b)               Reimbursable Expenses .

(i)                 PEG 1 shall reimburse PEG Inc. for PEG 1’s allocable share of all out-ofpocket expenses that PEG Inc. incurs in connection with the performance of the PEG Inc. Services.

(ii)               PEG 2 shall reimburse PEG Inc. for PEG 2’s allocable share of all out-ofpocket expenses that PEG Inc. incurs in connection with the performance of the PEG Inc. Services.

(c)                Methodology . The allocation of costs and expenses attributable to PEG 1 and PEG 2 shall be calculated in accordance with the methodology set forth on Exhibit A .

(d)               Certain Fees . For the PEG Inc. Services set forth in Section 3.01(d) , in addition to any reimbursements due under Sections 6.02(a) and (b) above, PEG 1 shall pay a fee, in the aggregate, in an amount equal to 5% of the cost of such services (such cost to be determined in accordance to Section 6.02(c) ) and the fee shall be payable in accordance with Section 6.04 .

Section 6.03        PEG 2 Services . PEG Inc. and PEG 1 shall pay and reimburse PEG 2 for the PEG 2 Services as follows:

(a)                Reimbursable Costs .

(i)                 PEG Inc. shall reimburse PEG 2 for PEG Inc.’s allocable share of the costs incurred by PEG 2 on behalf of PEG Inc. in providing the PEG 2 Services. Such costs are expected to include, among other things, the share of costs allocable to PEG Inc. for internal, general and administrative overhead expenses (including rent, utilities, taxes, service contracts, office supplies, insurance and other such costs), and compensation provided to the personnel of PEG 2.

(ii)               PEG 1 shall reimburse PEG 2 for PEG 1’s allocable share of the costs incurred by PEG 2 on behalf of PEG 1 in providing the PEG 2 Services. Such costs are expected to include, among other things, the share of costs allocable to PEG 1 for internal, general and administrative overhead expenses (including rent, utilities, taxes, service contracts, office supplies, insurance and other such costs), and compensation provided to the personnel of PEG 2.

(b)               Reimbursable Expenses .

(i)                 PEG Inc. shall reimburse PEG 2 for PEG Inc.’s allocable share of all out-of-pocket expenses that PEG 2 incurs or pays in connection with the performance of the PEG 2 Services.

(ii)               PEG 1 shall reimburse PEG 2 for PEG 1’s allocable share of all out-of-pocket expenses that PEG 2 incurs or pays in connection with the performance of the PEG 2 Services.

(c)                Methodology . The allocation of costs and expenses attributable to PEG Inc. and PEG 1 under Sections 6.03(a) and (b) above shall be calculated in accordance with the methodology set forth on Exhibit A .

(d)               Certain Fees . For the PEG 2 Services set forth in Section 4.01(j) in addition to any reimbursements due under Sections 6.03(a) and (b) above, PEG Inc. and PEG 1 shall pay a fee in an amount equal to 5% of the cost of such services (such cost to be determined in accordance to Section 6.03(c) ) and the fee shall be payable in accordance with Section 6.04 .

Section 6.04        Billing and Payment . Within thirty (30) days following submission by a Party of an invoice to the other Party reflecting any fees, costs and expenses due and payable by the other Party (which invoice shall include copies of third party invoices identifying and substantiating, in reasonable detail, the nature of such fees, costs and expenses and the basis for reimbursement thereof), the receiving Party shall:

(a)                Make such payment of the fees, costs and expenses, less any portion of such fees, costs and expenses that the receiving Party disputes in good faith;

(b)               With respect to any disputed portion of such invoice, provide the billing Party with a written statement explaining, in reasonable detail, the basis for such dispute. The parties shall attempt to resolve any such disputed portion. In the event that the Parties are unable to resolve such dispute, the provision of Article X hereof shall apply; and

(c)                Any amount owed hereunder that remains unpaid more than ten (10) days after the date such amount is due and payable under this Agreement shall accrue interest at the Reference Rate beginning on the first (1st) day after such amount became due and payable.

Section 6.05        Records . Each Party shall retain copies of invoices submitted by it under this Agreement and of any third party invoices or similar documentation contained or reflected therein, for a minimum period of three (3) years or such longer period to the extent required by law.

Article VII
PEG 2 TRANSITION

Section 7.01        PEG 2 Transition . PEG 2 shall have the option, exercisable by delivery of written notice of exercise to PEG 1, with a copy to PEG Inc., to require PEG 1 to cooperate and use reasonable efforts to cause the employees of PEG 1 and any of its subsidiaries to become employees of PEG 2 or any of its subsidiaries (the “ PEG 2 Transition ”, and the date, if any, such notice is so delivered, the “ PEG 2 Transition Trigger Event ”) and to execute all employment and other agreements and documents reasonably necessary to implement the PEG 2 Transition. From and after the occurrence of the PEG 2 Transition Trigger Event, PEG 1 will cooperate to cause the PEG 2 Transition to occur within six (6) months following the PEG 2 Transition Trigger Event or as soon as reasonably practicable thereafter; provided, however, that PEG 2 shall consult with PEG Inc. at least fifteen (15) calendar days prior to a PEG 2 Transition Trigger Event; provided, further, that PEG 2 shall not exercise a PEG 2 Transition (or, if a PEG 2 Transition has been exercised, proceed with such PEG 2 Transition) if PEG Inc. provides PEG 2

with written notice of its intent to exercise a PEG 1 Employee Reintegration within six (6) months following the PEG 2 Transition Trigger Event.

Section 7.02        No Payments . Neither PEG 1 nor PEG Inc. will be required to make any payments to PEG 2 upon the occurrence of the PEG 2 Transition other than as described in Section 7.03 . PEG 2 will not be required to make any payments to PEG 1 or PEG Inc. upon the occurrence of the PEG 2 Transition, other than the payment of any statutory severance payments that may be due and payable to Canadian and Chilean employees as result of the PEG 2 Transition. Notwithstanding anything to the contrary herein, PEG 2 shall not assume any employee-related liabilities (including, without limitation, back salaries, medical reimbursements, or deferred compensation) of PEG 1 that accrued prior to the consummation of the PEG 2 Transition.

Section 7.03        Reimbursement following PEG 2 Transition . Following the PEG 2 Transition, all third-party transactional costs incurred by PEG 1 or PEG Inc. in connection with the PEG 2 Transition shall be borne by PEG 2.

Section 7.04        Transition . Following the PEG 2 Transition Trigger Event, the Parties shall mutually cooperate and use reasonable best efforts to cause the employees of PEG 1 and its subsidiaries to become the employees of PEG 2 and to execute all employment and other agreements and documents necessary to implement the PEG 2 Transition.

Article VIII
REINTEGRATION EVENTS

Section 8.01        Reintegration Event . Notwithstanding any other provision of this Agreement to the contrary, PEG Inc. shall have the option, exercisable by delivery of written notice of exercise to PEG 1 or PEG 2:

(a)                at any time after the earliest to occur of (i) the date that PEG 1 provides written notice to PEG Inc. that PEG 1 will complete a wind-down within six (6) months following the date of such notice, (ii) the third anniversary of the date hereof, and (iii) a PEG 1 Services Failure, to require PEG 1 to cause the employees of PEG 1 and its subsidiaries to become employees of PEG Inc. and its subsidiaries (the “ PEG 1 Employee Reintegration ” and the date, if any, such notice of exercise is so delivered, the “ PEG 1 Reintegration Event ”). From and after the occurrence of the PEG 1 Reintegration Event, PEG Inc., PEG 1, and PEG 2 will cooperate to cause the PEG 1 Employee Reintegration to occur by the six month anniversary of the PEG 1 Reintegration Event or as soon as reasonably practical thereafter; and

(b)               at any time after the earliest to occur of (i) the PEG 2 Transition Trigger Event but before the PEG 2 Transition, (ii) the third anniversary of the date hereof, (iii) a PEG 2 Services Failure and (iv) a wind-up of PEG 2 being initiated, to require PEG 2 to cause the employees of PEG 2 and its subsidiaries to become employees of PEG Inc. and its subsidiaries (the “ PEG 2 Employee Reintegration ” and the date, if any, such notice of exercise is so delivered, the “ PEG 2 Reintegration Event ”). From and after the occurrence of the PEG 2 Reintegration Event, PEG Inc., PEG 1, and PEG 2 will cooperate to cause the PEG 2 Employee Reintegration to occur by

the six month anniversary of the PEG 2 Reintegration Event or as soon as reasonably practical thereafter.

Section 8.02        No Payments . Neither PEG 1 nor PEG 2 will be required to make any payments to PEG Inc. upon the occurrence of a PEG 1 Employee Reintegration or PEG 2 Employee Reintegration other than as described in Section 8.03 and Section 8.05 . PEG Inc. will not be required to make any payments to PEG 1 or PEG 2 upon the occurrence of the PEG 1 Employee Reintegration or PEG 2 Employee Reintegration, other than the payment of any statutory severance payments that may be due and payable to Canadian and Chilean employees as result of the PEG 1 Reintegration Event or PEG 2 Reintegration Event, as applicable. Notwithstanding anything to the contrary herein, PEG Inc. shall not assume any employee-related liabilities (including, without limitation, back salaries, medical reimbursements, or deferred compensation) of (a) PEG 1 that accrued prior to the consummation of the PEG 1 Employee Reintegration or (b) PEG 2 that accrued prior to the consummation of the PEG 2 Employee Reintegration.

Section 8.03        Services Following the PEG 1 Employee Reintegration . Following the PEG 1 Employee Reintegration, the PEG 1 Services set forth in Section 2.01 shall be deemed to be included in the PEG Inc. Services set forth in Section 3.01 . PEG Inc. shall thereafter continue to provide the PEG Inc. Services to PEG 1 and PEG 2 (including, for the avoidance of doubt, such capabilities that as result of the PEG 1 Employee Reintegration shall have become capabilities of PEG Inc.), solely to the extent requested by PEG 1 or PEG 2 in connection with the development, construction, and back-office activities of PEG 1 or PEG 2, as applicable.

Section 8.04        Services Following the PEG 2 Employee Reintegration . Following the PEG 2 Employee Reintegration, the PEG 2 Services set forth in Section 4.01 shall be deemed to be included in the PEG Inc. Services set forth in Section 3.01 . PEG Inc. shall thereafter continue to provide the PEG Inc. Services to PEG 1 and PEG 2 (including, for the avoidance of doubt, such capabilities that as result of the PEG 2 Employee Reintegration shall have become capabilities of PEG Inc.), solely to the extent requested by PEG 1 or PEG 2 in connection with the development, construction, and back-office activities of PEG 1 or PEG 2, as applicable.

Section 8.05        Reimbursement following Employee Reintegrations . Following either the PEG 1 Employee Reintegration or PEG 2 Employee Reintegration, PEG 1 and PEG 2 will continue to pay PEG Inc. for the PEG Inc. Services being provided to PEG 1 or PEG 2, as applicable, consistent with Section 6.02 . All third-party transactional costs incurred by PEG 1, PEG 2 or PEG Inc. in connection with the PEG 1 Employee Reintegration or PEG 2 Employee Reintegration shall be borne by PEG Inc.

Section 8.06        Transition . Following the PEG 1 Employee Reintegration Event or PEG 2 Employee Reintegration Event, the Parties shall mutually cooperate and use reasonable best efforts to cause the employees of PEG 1 or PEG 2, as applicable, and their respective subsidiaries, to become the employees of PEG Inc. and to execute all employment and other agreements and documents reasonably necessary to implement the PEG 1 Employee Reintegration or PEG 2 Employee Reintegration, as applicable.

Article IX

EMPLOYMENT OF PERSONNEL

Section 9.01        Personnel . Notwithstanding any other provision of this Agreement to the contrary, (i) prior to the occurrence of the PEG 1 Employee Reintegration or PEG 2 Transition, all personnel performing the PEG 1 Services shall perform such services under the direction and supervision of PEG 1 and its subsidiaries and shall at all times remain employees or independent contractors, as the case may be, of PEG 1 or one of its subsidiaries (other than PEG Inc.) or a third party and shall not become or be deemed to be employees of PEG Inc. or PEG 2 or any of their respective subsidiaries (except pursuant to the PEG 1 Employee Reintegration, PEG 2 Employee Reintegration or PEG 2 Transition, as applicable), (ii) prior to the occurrence of the PEG 2 Employee Reintegration all personnel performing the PEG 2 Services shall perform such services under the direction and supervision of PEG 2 and its subsidiaries and shall at all times remain employees or independent contractors, as the case may be, of PEG 2 or one of its subsidiaries (other than PEG Inc.) or a third party and shall not become or be deemed to be employees of PEG Inc. or PEG 1 or any of their respective subsidiaries (except pursuant to the PEG 2 Employee Reintegration, as applicable), and (iii) all personnel performing the PEG Inc. Services shall perform such services under the direction and supervision of PEG Inc. and its subsidiaries and shall at all times remain employees or independent contractors, as the case may be, of PEG Inc. or one of its subsidiaries or a third party and shall not become or be deemed to be employees of PEG 1 or PEG 2 or any of their respective subsidiaries. No person shall perform any services hereunder not authorized to be performed hereunder by such person.

Article X
DISPUTE RESOLUTION

Section 10.01    Procedure . The Parties shall attempt, in good faith, to resolve or cure all disputes by mutual agreement in accordance with this Article X before initiating any legal action or attempting to enforce any rights or remedies hereunder (including termination), at law or in equity (regardless of whether this Article X is referenced in the provision of this Agreement which is the basis for any such dispute). If there is a dispute as to whether a breach or default has occurred or if any other dispute under this Agreement has arisen, any Party may give notice thereof to the other Parties which notice shall describe in reasonable detail the basis and specifics of the alleged breach, default or dispute. Within five (5), or such other time as the Parties may agree, days after delivery of such notice, the designated representatives of all Parties shall meet to discuss and attempt to resolve or cure such dispute or alleged breach or default. If such representatives are unable to resolve the dispute or alleged breach or default within fifteen (15) days after delivery of such notice, the matter shall be referred to a “Senior Officer” of PEG Inc., a “Senior Officer” of PEG 1, and a “Senior Officer” of PEG 2, for resolution or cure. If the Senior Officers are unable to resolve the matter within ten (10) days after the matter has been referred to them, the Parties may have recourse to mediation, arbitration or other alternative dispute resolution mechanism of their mutual selection. If the Parties cannot agree on an alternative dispute resolution mechanism, each Party may pursue its own legal remedies.

Section 10.02    Continuation of Work . Pending final resolution of any dispute, the Parties shall continue to fulfill their respective obligations under this Agreement; provided, however,

that a Party may withhold any amount that is the subject of dispute from any payment otherwise due hereunder during the pendency of any dispute resolution proceeding, including the pursuit of legal remedies. Upon a Party prevailing in such dispute, the other Parties shall immediately pay to the prevailing Party the unpaid amount in dispute with interest thereon, which interest shall accrue, at the Reference Rate, for each day from and including the date on which such amount was originally due to, but excluding, the date of actual payment thereof.

Article XI
COMMENCEMENT AND TERMINATION

Section 11.01    Term . This Agreement shall continue in full force and effect (a) with respect to PEG 1, until a wind-up of PEG 1 is completed in accordance with the terms of the PEG 1 LPA, and (b) with respect to PEG 2, until a wind-up of PEG 2 is completed in accordance with the terms of the PEG 2 LPA, unless earlier terminated (in whole or in part) in accordance with Section 11.03 , Section 11.04 , or Section 11.05 (the “ Term ”).

Section 11.02    Cooperation . In connection with any termination of this Agreement each Party shall cooperate with all reasonable requests of the other Parties in connection with the transition of its respective services to the entity selected by the other Parties, if applicable, to undertake such services after such termination of the Term. Following any termination pursuant to Section 11.03 , neither PEG 1 nor PEG 2 shall be entitled to reimbursement of costs and expenses other than reimbursement for the services and reasonable expenses incurred by PEG 1 or PEG 2, as applicable, in connection with the transition of the PEG Inc. Services pursuant to this Section 11.02 for the period after such termination. Following any termination pursuant to Section 11.04 , neither PEG 2 nor PEG Inc. shall be entitled to reimbursement of costs and expenses other than reimbursement for the services and reasonable expenses incurred by PEG 2 or PEG Inc., as applicable, in connection with the transition of the PEG 1 Services pursuant to this Section 11.02, for the period after such termination. Following any termination pursuant to Section 11.05 , neither PEG Inc. nor PEG 1 shall be entitled to reimbursement of costs and expenses other than reimbursement for the services and reasonable expenses incurred by PEG Inc. or PEG 1, as applicable, in connection with the transition of the PEG 2 Services pursuant to this Section 11.02, for the period after such termination.

Section 11.03    Early Termination by PEG Inc. PEG Inc. may terminate this Agreement with respect to PEG 1 or PEG 2, as applicable, effective upon written notice of termination to PEG 1 and PEG 2, as applicable, if:

(a)                PEG 1 or PEG 2, as applicable, defaults in the performance or observance of any material term, condition or agreement contained in this Agreement and such default continues for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period; provided , however , that if the fact, circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 30-day period and if, within such period, PEG 1 or PEG 2, as applicable, provides reasonable evidence to PEG Inc. that it has commenced, and thereafter proceeds with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period shall be extended for a reasonable period satisfactory to PEG Inc., acting reasonably, for PEG 1 or PEG 2, as applicable, to remedy the same;

(b)               PEG 1 or PEG 2, as applicable, engages in any act of gross negligence, fraud or wilful misconduct in performance of its obligations under this Agreement;

(c)                PEG 1 or PEG 2, as applicable, makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency; or

(d)               PEG 1 or PEG 2, as applicable, or substantially all of their respective assets, is acquired by an unrelated third party.

Section 11.04    Early Termination by PEG 1 . PEG 1 may terminate this Agreement with respect to PEG Inc. or PEG 2, as applicable, effective upon written notice of termination to PEG Inc. or PEG 2, as applicable, if:

(a)                PEG Inc. or PEG 2, as applicable, defaults in the performance or observance of any material term, condition or agreement contained in this Agreement and such default continues for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period; provided , however , that if the fact, circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 30-day period and if, within such period, PEG Inc. or PEG 2, as applicable, provides reasonable evidence to PEG 1 that it has commenced, and thereafter proceeds with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period shall be extended for a reasonable period satisfactory to PEG 1, acting reasonably, for PEG Inc. or PEG 2, as applicable, to remedy the same;

(b)               PEG Inc. or PEG 2, as applicable, engages in any act of gross negligence, fraud or wilful misconduct in performance of its obligations under this Agreement; or

(c)                PEG Inc. or PEG 2, as applicable, makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency.

Section 11.05    Early Termination by PEG 2 . PEG 2 may terminate this Agreement with respect to PEG Inc. or PEG 1, as applicable, effective upon written notice of termination to PEG Inc. or PEG 1, as applicable, if:

(a)                PEG Inc. or PEG 1, as applicable, defaults in the performance or observance of any material term, condition or agreement contained in this Agreement and such default continues for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period; provided , however , that if the fact,

circumstance or condition that is the subject of such obligation cannot reasonably be remedied within such 30-day period and if, within such period, PEG Inc. or PEG 1, as applicable, provides reasonable evidence to PEG 2 that it has commenced, and thereafter proceeds with all due diligence, to remedy the fact, circumstance or condition that is the subject of such obligation, such period shall be extended for a reasonable period satisfactory to PEG 2, acting reasonably, for PEG Inc. or PEG 1, as applicable, to remedy the same;

(b)               PEG Inc. or PEG 1, as applicable, engages in any act of gross negligence, fraud or wilful misconduct in performance of its obligations under this Agreement;

(c)                PEG Inc. or PEG 1, as applicable, makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency; or

(d)               With respect to PEG 1, PEG 1, or substantially all of PEG 1’s assets, is or are acquired by an unrelated third party.

Article XII
INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 12.01    Indemnification .

(a)                Each of PEG 1 and PEG 2 shall, individually and not joint and severally, indemnify and hold PEG Inc., its officers, directors, shareholders, employees, representatives, and agents acting on their behalf harmless from any damage, loss, liability or expense (including reasonable attorneys’ fees) incurred by PEG Inc. as a result of PEG 1’s or PEG 2’s, as applicable, performance of its respective obligations under this Agreement, except to the extent such damage, loss, liability or expense results from PEG Inc.’s gross negligence, fraud, wilful misconduct or breach of its obligations under this Agreement.

(b)               Each of PEG Inc. and PEG 1 shall, individually and not joint and severally, indemnify and hold PEG 2, its officers, partners, members, employees, representatives and agents acting on their behalf harmless from any damage, loss, liability or expense (including reasonable attorneys’ fees) incurred by PEG 2 as a result of PEG Inc.’s or PEG 1’s, as applicable, performance of its respective obligations under this Agreement, except to the extent such damage, loss, liability or expense results from PEG 2’s gross negligence, fraud, wilful misconduct or breach of its obligations under this Agreement.

(c)                Each of PEG Inc. and PEG 2 shall, individually and not joint and severally, indemnify and hold PEG 1, its officers, partners, members, employees, representatives and agents acting on their behalf harmless from any damage, loss, liability or expense (including reasonable attorneys’ fees) incurred by PEG 1 as a result of PEG Inc.’s or PEG 2’s, as applicable, performance of its respective obligations under this Agreement, except to the extent

such damage, loss, liability or expense results from PEG 1’s gross negligence, fraud, wilful misconduct or breach of its obligations under this Agreement.

Section 12.02    Exclusion of Consequential Damages . None of PEG Inc., PEG 1, or PEG 2 shall be liable hereunder for punitive, consequential or indirect damages of any nature including, but not limited to, damages for lost profits or revenues or the loss or use of such profits or revenue.

Section 12.03    Total Limitation on Liability . An indemnifying Party’s total liability to an indemnified Party in any fiscal year during the Term on all claims of any kind, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, for all losses or damages arising out of, connected with, or resulting from this Agreement or from the performance or breach thereof, or from any services covered by or furnished during the Term of this Agreement, shall in no case exceed the aggregate value of the fees paid by the applicable indemnified Party to the applicable indemnifying Party for such fiscal year; provided , however , that the foregoing limitation on liability shall not apply to damage to the applicable indemnified Party caused by the gross negligence, fraud or willful misconduct of the applicable indemnifying Party with respect to the subject matter of this Agreement.

Section 12.04    Survival . For the avoidance of doubt, the provisions of this Article XII shall survive the completion of the respective services rendered under, or any termination or purported termination of, this Agreement.

Article XIII
RIGHT TO PURCHASE CERTAIN ASSETS

Section 13.01    Purchase Right . To the extent PEG 2 or PEG Inc., as applicable, exercises its right to effect a PEG 1 Reintegration, PEG 2 Reintegration, or PEG 2 Transition, PEG 2 or PEG Inc., as applicable, shall have the unconditional right and option to purchase for fair market value (as determined in accordance with this Agreement) any Support Assets owned by PEG 1 or PEG 2, as applicable, exercisable by such Party in its sole discretion at any time during the Term (the “ Purchase Right ”), and PEG 1 or PEG 2, as applicable, will take all actions necessary to cause the sale and transfer to PEG 2 or PEG Inc., as applicable, of any Support Assets with respect to which PEG 2 or PEG Inc., as applicable, has exercised the Purchase Right.

Section 13.02    Procedure . PEG Inc. shall deliver to PEG 1 or PEG 2, as applicable, written notice upon the exercise of the Purchase Right, which notice shall specify the Support Assets with respect to which PEG Inc. is exercising the Purchase Right. Thereafter, the Parties will negotiate in good faith the fair market value that PEG Inc. or PEG 2, as applicable, will pay PEG 1 or PEG 2, as applicable, for any Support Asset being purchased and the other terms and conditions with respect thereto. The Parties will complete the purchase and sale within thirty (30) days following receipt of PEG Inc.’s or PEG 2’s, as applicable, initial notice to PEG 1 or PEG 2.

Section 13.03    Disputes . Any dispute between the Parties arising with respect to the purchase and sale of Support Assets, including with respect to the fair market value of any Support Assets, shall be settled in accordance with Article X hereof.

Section 13.04    Transfer . PEG 1 or PEG 2, as applicable, will exercise commercially reasonable efforts to promptly transfer and assign to PEG Inc. or PEG 2, as applicable, any licenses, registrations, warranties, consents and other rights associated with any Support Assets purchased by PEG Inc. or PEG 2, as applicable, pursuant to the Purchase Right. In the event that any such license, registration, warranty, consent or other right is not by its terms transferable to PEG Inc. or PEG 2, as applicable,, PEG 1 or PEG 2, as applicable, will enter into such arrangements that give PEG Inc. or PEG 2, as applicable, substantially the same benefit as though such license, registration, warranty, consent or other right was transferred to PEG Inc. or PEG 2, as applicable, pursuant to the Purchase Right.

Article XIV
MISCELLANEOUS

Section 14.01    Assignment .

(a)                Assignment by PEG 1 . PEG 1 may not assign this Agreement without the prior written consent of PEG Inc. and PEG 2.

(b)               Assignment by PEG 2 . PEG 2 may not assign this Agreement without the prior written consent of PEG Inc. and PEG 1.

(c)                Assignment by PEG Inc. PEG Inc. may not assign this Agreement without the prior written consent of PEG 1 and PEG 2, provided , however , that PEG Inc. may pledge, collaterally assign, or encumber its rights under this Agreement to any lender of PEG Inc. or its Affiliates. In such event, PEG 1 and PEG 2 agree to execute a consent and/or acknowledgement to such collateral assignment in form and substance reasonably acceptable to PEG 1 and PEG 2 and consistent with thencurrent financing practices. Notwithstanding the foregoing, PEG Inc. may assign this Agreement without the prior written consent of PEG 1 or PEG 2 to any of its Affiliates, provided that such Affiliate agrees to be bound by the terms of this Agreement.

Section 14.02    Authorization . Except as expressly authorized in writing by PEG Inc. or PEG 2, as applicable, or as contemplated under the PEG 1 Services, PEG 1 nor any of its employees, officers or agents, shall have the right to bind PEG Inc. or PEG 2 or create any obligation or to make any representation on behalf of PEG Inc. or PEG 2. Except as expressly authorized in writing by PEG Inc. or PEG 1, as applicable, PEG 2 nor any of its officers or agents, shall have the right to bind PEG Inc. or PEG 1 or create any obligation or to make any representation on behalf of PEG Inc. or PEG 1. Except as expressly authorized in writing by PEG 1 and PEG 2, as applicable, or as contemplated under the PEG Inc. Services, PEG Inc. nor any of its employees, officers or agents, shall have the right to bind PEG 1 or PEG 2 or create any obligation or to make any representation on behalf of PEG 1 or PEG 2.

Section 14.03    Governing Law, Jurisdiction, Venue . This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York excluding any conflict-oflaws rule or principle that might refer the governance or the construction of this Agreement to the law of another jurisdiction irrespective of the choice of laws principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in New York, New York in connection with any claim, suit, action or proceeding arising out of or relating to

this Agreement or the transactions contemplated hereby or any dealings between the Parties relating to the subject matter of this Agreement and the relationship that is being established. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM, SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED.

Section 14.04    No Partnership . Nothing contained in this Agreement and no action taken by any Party to this Agreement shall be (i) deemed to create any company, partnership, joint venture, association or syndicate among or between any of the Parties; or (ii) except as contemplated under the PEG Inc. Services, the PEG 1 Services, or the PEG 2 Services, as applicable, deemed to confer on any Party any expressed or implied right, power or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of any other Party, except as expressly authorized in writing.

Section 14.05    Notice . All notices, requests, consents, demands and other communications (collectively “ notices ”) required or permitted to be given under this Agreement shall be in writing signed by the Party giving such notice and shall be given to each Party at its address or fax number set forth in this Section 14.05 or at such other address or fax number as such Party may hereafter specify for such purpose by notice to the other Party and shall be either delivered personally or sent by fax or registered or certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight courier service. A notice shall be deemed to have been given (i) when transmitted if given by fax or (ii) when delivered, if given by any other means. Notices shall be sent to the following addresses:

To PEG Inc.:

Pattern Energy Group Inc.
Pier 1, Bay 3
San Francisco, CA 94111
Attention: General Counsel
Facsimile: (415) 362¬7900

To PEG 1:

Pattern Energy Group LP
Pier 1, Bay 3
San Francisco, CA 94111
Attention: General Counsel
Facsimile: (415) 362¬7900

To PEG 2:

Pattern Energy Group 2 LP
Pier 1, Bay 3
San Francisco, CA 94111
Attention: General Counsel
Facsimile: (415) 362¬7900

Section 14.06    Usage . This Agreement shall be governed by the following rules of usage: (i) a reference in this Agreement to a Person includes, unless the context otherwise requires, such Person’s successors and permitted assignees; (ii) a reference in this Agreement to a law, license, or permit includes any amendment, modification or replacement to such law, license or permit; (iii) accounting terms used in this Agreement shall have the meanings assigned to them by GAAP; (iv) a reference in this Agreement to an article, section, exhibit, schedule or appendix is to an article, section, exhibit, schedule or appendix of this Agreement unless otherwise stated; (v) a reference in this Agreement to any document, instrument or agreement shall be deemed to include all appendices, exhibits, schedules and other attachments thereto and all documents, instruments or agreements issued or executed in substitution thereof, and shall mean such document, instrument or agreement, or replacement thereof, as amended, modified and supplemented from time to time in accordance with its terms and as the same is in effect at any given time; (vi) unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and (vii) the words “include” and “including” and words of similar import used in this Agreement are not limiting and shall be construed to be followed by the words “without limitation”, whether or not they are in fact followed by such words.

Section 14.07    Entire Agreement . This Agreement (including all appendices and exhibits thereto) constitutes the entire agreement and understanding of the parties thereto with respect to the subject matter hereof and supersedes all prior written and oral agreements and understandings with respect to such subject matter.

Section 14.08    Amendment . Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by a document in writing signed by both Parties.

Section 14.09    Confidential Information .

(a)                Except as required by applicable law or explicitly required or permitted by this Agreement, no Party shall, without the prior written consent of the other Party, (i) disclose any confidential information obtained from the other Party to any third parties, other than to consultants, employees, officers and potential financing parties who have agreed to keep such information confidential as contemplated by this Agreement and who need the information to carry out the purpose for which they were engaged (ii) use any confidential information obtained from the other party except for the purposes set forth in the Agreement.

(b)               This Section 14.09 does not apply to information that the receiving party can demonstrate is presently a matter of public knowledge or which is or becomes available as a matter of public knowledge from a source which is not known to be prohibited from disclosing such information. In the event that a Party is requested or required by legal or regulatory authority to disclose any confidential information, the Party shall promptly notify the disclosing Party of such request or requirement prior to disclosure so that the disclosing Party may seek an appropriate protective order. Notwithstanding any other provision of this Agreement, the receiving Party shall have the right to disclose only so much of the confidential information as, in the advice of its legal counsel, the receiving party is legally required to disclose. In such an event, the receiving Party agrees to use good faith efforts to ensure that all confidential information that is so disclosed will be accorded confidential treatment.

(c)                The foregoing obligations will not apply to the tax treatment or tax structure of the transactions contemplated by this Agreement (the “ Transaction ”) and each Party (and any employee, representative, or agent of any party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all other materials of any kind (including opinions or other tax analysis) that are provided to any party relating to such tax treatment and tax structure. However, any such information relating to such tax treatment and tax structure is required to be kept confidential to the extent necessary to comply with any applicable securities laws. The preceding sentences are intended to cause the Transaction not to be treated as having been offered under conditions of confidentiality for purposes of Sections 1.6011-4(b)(3) and 301.6111-2(a)(2)(ii) (or any successor provision) of the Treasury Regulations issued under the Internal Revenue Code of 1986, as amended, and will be construed in a manner consistent with such purpose.

Section 14.10    Discharge of Obligations . With respect to any duties or obligations discharged hereunder by a Party, such Party may discharge such duties or obligations through the personnel of an affiliate of such Party; provided that, notwithstanding the foregoing, the Party shall remain fully liable hereunder for such discharged duties and obligations, unless such duties are assigned pursuant to Section 14.01 .

Section 14.11    Third Party Beneficiaries . Except as otherwise expressly stated herein, this Agreement is intended to be solely for the benefit of the Parties hereto and their permitted assignees and is not intended to and shall not confer any rights or benefits to the general public or any other third party not a signatory hereto.

Section 14.12    Severability . Any provision of this Agreement that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto hereby waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

Section 14.13    Binding Effect . The terms of this Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their successors and permitted assigns. Subject to Section 14.11 , nothing in this Agreement, whether express or implied, shall be construed to

give any Person other than a Party hereto any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 14.14    Counterparts . This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have each caused this Agreement to be executed as of the date first above written.

			PATTERN ENERGY GROUP INC.
			By:	/s/ Esben Pedersen
				Name:	Esben Pedersen
				Title:	Chief Investment Officer

[Signature Page to Multilateral Management Services Agreement]

[Signature Page to Multilateral Management Services Agreement]

			PATTERN ENERGY GROUP 2 LP
			By:	/s/ Dyann Blaine
				Name:	Dyann Blaine
				Title:	Vice President

[Signature Page to Multilateral Management Services Agreement]

Schedule 1

Exhibit A

M ethodology for Determining Allocation of Cost and Expenses

Exhibit A

Exhibit A

Exhibit 10.5

Execution Version 

SECOND AMENDED AND RESTATED

aGREEMENT OF

LIMITED PARTNERSHIP

OF

Pattern Energy Group Holdings 2 LP

Dated effective as of

June 16, 2017

THE UNITS IN PATTERN ENERGY GROUP HOLDINGS 2 LP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. NO UNIT MAY BE SOLD OR OFFERED FOR SALE (WITHIN THE MEANING OF ANY SECURITIES LAW) UNLESS A REGISTRATION STATEMENT UNDER ALL APPLICABLE SECURITIES LAWS WITH RESPECT TO THE UNIT IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS IS THEN APPLICABLE TO THE UNIT. A UNIT ALSO MAY NOT BE TRANSFERRED OR ENCUMBERED UNLESS THE PROVISIONS OF THIS AGREEMENT ARE SATISFIED.

Table of Contents

Article I

DEFINITIONS

Article II

ORGANIZATIONAL AND OTHER MATTERS