Registration Rights Agreement (Side Letter) among PSP Investments and the Company dated as of October 27, 2017

 

    

October 27, 2017

Public Sector Pension Investment Board

Attention: Managing Director, Infrastructure Investments

1250 René-Lévesque Blvd. West

Suite 1400

Montréal, Québec H3B 5E9

Canada

Ladies and Gentlemen:

Reference is made to that certain Acknowledgment and Assignment Agreement (the “Acknowledgment and Assignment Agreement”), dated as of June 16, 2017, by and among Pattern Energy Group LP (“Pattern Development 1.0”), Public Sector Pension Investment Board (“PSP”) and Pattern Energy Group Inc. (the “Company” and together with PSP, the “Parties”) pursuant to which Pattern Development 1.0 conveyed, transferred and assigned to PSP piggyback registration rights under Section 2.2 of that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of October 2, 2013, by and among the Company and the other parties thereto.

The Parties hereby agree that the 641,025 shares of the Company’s Class A common stock, par value $0.01 per share, which have been purchased by PSP through an underwritten offering pursuant to a prospectus supplement dated October 18, 2017, as amended or supplemented from time to time, shall be considered “Registrable Shares” under the Registration Rights Agreement and shall be subject to and entitled to the benefits of the Acknowledgement and Assignment Agreement.

Please confirm that the foregoing correctly sets forth the agreement between the Company and PSP. This letter agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

CONFIRMED AND ACCEPTED,

as of the date first above written: