Letter Agreement between Pattern Energy Group Inc. and Public Sector Pension Investment Board, dated as of December 22, 2017

PEGI agrees to indemnify and hold PSP and its Affiliates (as defined below) harmless from any damage, loss, liability or expense incurred by any of them as a result of a breach by Newco of its representations and warranties made in the Assignment.

PEGI agrees to indemnify and hold PSP and its Affiliates harmless from any damage, loss, liability or expense incurred by any of them as a result of a breach by Panhandle Member 2 of the Third Amended and Restated Limited Liability Company Agreement of Panhandle Wind Holdings 2 LLC, dated as of November 10, 2014 (as amended by Amendment No. 1, dated December 30, 2016 and the Waiver, the “LLC Agreement”) giving rise to the failure of any distributions to be paid to Newco as a result of the implementation of the terms of Section 5.04 of the LLC Agreement, other than with respect to any breach resulting from an action or inaction undertaken by Panhandle Member 2 in its capacity as the “Managing Member” under and as defined in the LLC Agreement, after soliciting consent of Vertuous Energy LLC, a Delaware limited liability company (“PSP Member”) (whether or not such consent was required by the Voting Agreement) unless such action or inaction was in contravention of the vote of the PSP Member; provided, that the PSP Member shall be deemed to have voted against any action with respect to which the PSP Member abstains from voting.

PSP agrees to indemnify and hold PEGI and its Affiliates harmless from any damage, loss, liability or expense incurred by any of them as a result of a breach by Newco of the LLC Agreement caused by a breach by the PSP Member of the Newco LLC Agreement, giving rise to the failure of any distributions to be paid to Panhandle B Member as a result of the implementation of the terms of Section 5.04 of the LLC Agreement.

PSP hereby confirms that, notwithstanding Section 2.03 of the Sponsor Services Agreement between the parties dated as of June 16, 2017, PSP will remain obligated for all of its obligations and liabilities hereunder following the execution and delivery by the PSP Member of an Accession Agreement pursuant to such Section 2.03 of the Sponsor Services Agreement, whether arising before or after the date of such Accession Agreement.