(A) In the event PEGI does not elect to acquire the entire Subject Project Interest, PSP shall remain entitled under the terms and conditions of the Initial Acquisition PSA or Joint Acquisition PSA, as applicable, to acquire the PSP Co-Invest Percentage of the Subject Project Interest at any time prior to the Outside Closing Date. If PSP does not acquire the PSP Co-Invest Percentage in the applicable Subject Project Interest by the Outside Closing Date, PSP shall, if requested by PEGI in writing, assign all of its rights under the applicable Joint Acquisition PSA to PEGI and PEGI may fund PSP’s pro rata share of the Purchase Price and acquire 100% of the applicable Subject Project Interest.

(B) In the event PEGI elects to acquire the entire Subject Project Interest, PSP shall be entitled, at its option, to acquire the PSP Co-Invest Percentage in the Subject Project Interest from PEGI at any time prior to the Outside Closing Date if all of the PSP Closing Conditions are satisfied (and PSP shall not be entitled to waive any PSP Closing Conditions), provided that if the acquisition from PEGI rather than Pattern Development 1.0 or Pattern Development 2.0 either (i) delays PSP’s ability to obtain any PSP Required Consents, or (ii) requires PSP to obtain additional PSP Required Consents, in either case as reasonably determined by PSP, the Outside Closing Date shall be extended for a period of time reasonably necessary to seek and obtain such PSP Required Consents, with such period of time not to exceed the number of days that have elapsed between the execution of the Joint Acquisition PSA and the expiry of the Early Closing Acceptance Period. The acquisition of the PSP Co-Invest Percentage of the Subject Project Interest shall be on the terms set forth in the applicable Joint Acquisition PSA or Initial Acquisition PSA and PEGI shall assign to PSP a pro rata portion of any indemnification rights, Purchase Price adjustments and other economic benefits to which PSP would have been entitled had PSP been a party to the Joint Acquisition PSA or Initial Acquisition PSA, as the case may be, at the time PEGI acquired the Subject Project Interest. Furthermore, the purchase and sale agreement between PEGI and PSP shall include (x) updated disclosure schedules reflecting any developments in respect of the Subject Project in respect of the period between PEGI’s acquisition of the Subject Project Interest and PSP’s acquisition of the PSP Co-Invest Percentage therein (it being understood and agreed that such updated disclosure schedules shall not constitute representations or warranties by PEGI), and (y) representations from PEGI in favor of PSP in respect of enforceability, ownership of the portion of the Subject Property Interest being sold to PSP and the transfer of clear title thereto. PSP shall not bear any costs of PEGI’s acquisition from the Subject Project Interest Seller and PEGI shall not be responsible for any additional costs incurred by PSP as a result of PEGI acquiring the Subject Project Interest and selling the PSP Co-Invest Percentage to PSP including the costs of obtaining additional PSP Required Consents.

If PSP does not promptly (and in any event within the Early Closing Acceptance Period), deliver to PEGI a PSP Early Closing Acceptance, a PSP Partial Acceptance or a PSP Early Closing Declination, PSP shall be deemed to have delivered a PSP Early Closing Declination.

No failure by PSP to consummate a Joint Acquisition pursuant to this Section 3.03(e) shall constitute a Joint Acquisition Declination.

(f) In the event of a Joint Acquisition Termination, neither PSP nor PEGI shall have any further obligations hereunder with respect to the related Joint Acquisition Acceptance; provided that, if a Joint Acquisition Termination is caused by, arises from, or relates to any PSA Failure, then the applicable Subject Project Interest or Initial Acquisition Project shall thereafter be deemed a “Prior Project Interest.”

Section 3.04.

Expiration of Co-Investment Right.

(a) PSP’s rights under Sections 3.01, 3.02 and 3.03 (the “PSP Co-Invest Rights”) shall terminate and be of no further force and effect upon the earliest to occur of (each of the following, a “Co-Investment Right Termination Event”):

(i) Such time as the aggregate Co-Investment Amount exceeds $500 million; provided that, if the aggregate Co-Investment Amount is subsequently reduced to an amount less than or equal to $500 million then, if no other Co-Investment Right Termination Event other than pursuant to this clause (i) shall have occurred, the PSP Co-Invest Rights shall be reinstated until such time as the aggregate Co-Investment Amount exceeds $500 million or another Co-Investment Right Termination Event occurs.

(ii) PEGI electing (in its sole discretion) to terminate the PSP Co-Invest Rights at any time after (x) PSP shall have made (or been deemed to have made) three or more Joint Acquisition Declinations in respect of which PEGI has provided to PSP written notice that a Joint Acquisition Declination has occurred (or has been deemed to occur) (other than a Joint Acquisition Declination (A) with respect to any Subject Project Interest for a Subject Project Company not located in the United States, Canada or Mexico; (B) with respect to any Subject Project Interest which PSP reasonably determines it is prohibited by Applicable Law from investing in or it would be unable to obtain any approval from a Governmental Authority that is required or, in the reasonable opinion of PSP, is advisable to be obtained on or before the Outside Closing Date; (C) arising from the refusal of PSP to enter into a Joint Acquisition PSA within the Documentation Period because the Joint Acquisition PSA contained material modifications from the Form Joint Acquisition PSA that were not reasonably acceptable to PSP or the failure of PEGI and PSP to agree on Joint Acquisition Governance Agreements within the Documentation Period because PEGI required material modifications to the terms attached hereto as Exhibit D; and (D) referenced in the last sentence of Section 3.01(f)); ((A), (B), (C) and (D) collectively, “Excluded Declinations”) and (y) the aggregate PSP MW of all Subject Project Interests with respect to which PSP shall have made Joint Acquisition Declinations (other than Excluded Declinations) exceeds two hundred (200) MW;

(iii) A willful and intentional material breach of any material obligation of PSP under this Agreement, any Joint Acquisition Governance Agreement, any Initial Acquisition PSA or any Joint Acquisition PSA; provided that the failure of PSP to consummate a Joint Acquisition Closing following a Failed Condition Event shall in no event constitute a Co-Investment Right Termination Event; or

(iv) PEGI electing (in its sole discretion) to terminate the PSP Co-Invest Rights at any time after such time as PSP transfers all or some of the PSP PEGI Shares to any Person (other than a Permitted Transferee, provided that for purposes of this Section 3.04(a)(iv) transfers shall not include (i) any transfer required to be made by order of a Governmental Authority, (ii) any transfer in a third party tender offer for the common stock of PEGI that has been approved by the PEGI Board or in a merger or consolidation involving PEGI or a subsidiary of PEGI (including a merger under Section 253 of the Delaware General Corporation Law) that has been approved or adopted by the PEGI Board; provided that if PSP receives stock in another entity in any such tender offer or merger, such stock shall thereafter be treated as the PEGI Shares for purposes of this provision, and (iii) any transfer by PSP in connection with a buyback of the common stock of PEGI (or any stock received by PSP in replacement thereof as contemplated in Clause (ii) above) approved or adopted by the PEGI Board required to be made by PSP in order to maintain the percentage of PEGI shares held by it below 10%.

(b) Upon the occurrence of a Co-Investment Right Termination Event, except with respect to any Joint Acquisition Acceptance (whether related to a Joint Acquisition Offer or Call Participation Offer), Final Rights Project Offer submitted by PSP that has been accepted by the Subject Project Interest Seller, Initial Acquisition PSA or transaction under Section 3.01(i) that PSP has agreed to participate in prior to the occurrence of such Co-Investment Right Termination Event, in each case that is included in the calculation of Co-Investment Amount at such time, the PSP Co-Invest Rights shall immediately terminate and be of no further force and effect and any assignment of Assigned Final Offer Rights shall be void ab initio, in each case without any liability on the part of PEGI. Following a willful and intentional breach of any material obligation of PSP under this Agreement, any Joint Acquisition Governance Agreement, any Initial Acquisition PSA or any Joint Acquisition PSA, PEGI shall (in its sole discretion) have the right to terminate PSP’s right to invest in any Subject Project Interest (including any Subject Project Interest with respect to which PSP has delivered a Joint Acquisition Acceptance or PEGI has delivered a Joint Acquisition Offer or a Call Participation Offer, or that is the subject of any Joint Acquisition PSA or Initial Acquisition PSA), in which case PSP shall (and hereby does) automatically and without any further action assign to PEGI all of its rights under the applicable Joint Acquisition PSA or Initial Acquisition PSA, subject to PSP being released from all liability thereunder.

(c) PEGI may from time to time provide to PSP a schedule (a “Status Schedule”) of then-current status of the PSP Co-Invest Rights at such time, including (i) the Covered Subject Project Interests that have been subject to a Covered Project Transfer Notice, (ii) whether a First Rights Project Offer, a Final Rights Project Offer and/or a Call Participation Offer was made with respect to each such Covered Subject Project Interest, (iii) whether a Joint Acquisition Acceptance or a Joint Acquisition Declination, as may be applicable, has been made with respect thereto and, in the case of any Joint Acquisition Declinations, whether such Joint Asset Declination constituted an Excluded Declination, (iv) the aggregate PSP MW of all Subject Project Interests with respect to which PSP shall have made Joint Acquisition Declinations (other than Excluded Declinations) and (v) PSP’s aggregate Co-Investment Amount as such time. PEGI shall, at PSP’s request, promptly provide PSP with an updated Status Schedule. Following delivery of a Status Schedule, PEGI shall reasonably cooperate with PSP to provide PSP with such additional information regarding the then-current status of the PSP Co-Invest Rights as PSP may reasonably request. Within ten (10) Business Days of receipt of a Status Schedule PSP shall notify PEGI in writing (a “Status Schedule Objection Notice”) of any disputed items in such Status Schedule, and if PSP does not deliver a Status Schedule Objection Notice within such time period PSP shall be deemed to have approved all items set forth in the Status Schedule and such items shall thereafter be final and binding on PEGI and PSP for purposes of this Section 3.04 absent manifest error. Promptly following PEGI’s receipt of a Status Schedule Objection Notice, PEGI and PSP will attempt in good faith to resolve any disputed items and, if they are not able to resolve all such disputed items to their mutual satisfaction within twenty (20) Business Days of receipt of the Status Schedule Objection Notice the remaining disputed items will be subject to resolution as provided in Section 5.03(b).

Section 3.05.

No Amendment to Purchase Rights Agreements.

(a) From the date hereof until the first occurrence of a Co-Investment Right Termination Event without PSP’s prior written approval: (i) the Purchase Rights Agreements shall not be amended, modified or supplemented in any manner that is adverse in any respect to the PSP Co-Invest Rights, (ii) PEGI shall not waive any rights it may have under the Purchase Rights Agreement in a manner that is adverse in any respect to the PSP Co-Invest Rights (in the case of (i) and (ii), other than amendments, modifications, supplements or waivers that have (in the aggregate) a de minimis impact on the PSP Co-Invest Rights) and (iii) PEGI shall not assign its rights and obligations under the Purchase Rights Agreements or consent to the assignment by any other Person party to a Purchase Rights Agreement of such Person’s rights and obligations thereunder, other than an assignment to a Permitted Transferee who agrees to assume all of the transferor’s obligations under the applicable Purchase Rights Agreement and provided that PEGI shall (x) cause such Permitted Transferee to comply with all of PEGI’s obligations under this Agreement and (y) remain liable for the performance of all of its obligations under this Agreement.

Section 3.06.

Non-Reliance.

PSP is an informed and sophisticated purchaser, and has engaged (or, as applicable, prior to executing any binding agreements to purchase any Subject Project Interests will engage) expert advisors, experienced in the evaluation and purchase of companies such as the Initial Acquisition Projects and the Subject Project Companies as contemplated hereunder. PSP has undertaken (or, as applicable, prior to executing any binding agreements to purchase any Subject Project Interests will undertake), such investigation and has been provided with and has evaluated (or, as applicable, prior to executing any binding agreements to purchase any Subject Project Interests, will obtain and evaluate) such documents and information as it has deemed (or, as applicable, will deem) necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. PSP acknowledges that PEGI has given PSP complete and open access to the key employees, documents and facilities of PEGI and the Subsidiaries. PSP further acknowledges that certain officers and employees of PEGI are also officers or employees of, and may have direct or indirect interests in, Pattern Development 1.0 and/or Pattern Development 2.0, and PSP agrees that it has received such information about such relationships as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement by PSP. In furtherance of the foregoing, PSP acknowledges and agrees that (i) except for the representations and warranties that may be expressly set forth in the applicable Initial Acquisition PSAs (in the case of the Initial Acquisitions) or any Joint Acquisition PSA for the acquisition of any other Subject Project Interest (in the case of any transaction effected pursuant to this Article 3), none of PEGI, Pattern Development 1.0, Pattern Development 2.0 or any of their respective Affiliates or their or their respective Affiliates’ Representatives has made, and PSP has not and will not rely upon, any express or implied representations or warranties of any nature (including as to the accuracy or completeness of any information provided to PSP) regarding the transactions contemplated by this Agreement and (ii) PEGI and its Affiliates and its and their respective Representatives shall have no liability for any representations and warranties made by or on behalf of Pattern Development 1.0, Pattern Development 2.0 or any other Person with respect to any of the transactions contemplated by this Agreement.

ARTICLE 4

Additional Agreements

Section 4.01.

Confidentiality.

(a) Subject to the provisions of this Section 4.01(a) above, PSP shall, and shall cause its Affiliates and its and their Representatives and any PSP Designee to, keep confidential all information, documentation and records obtained from PEGI or a Subject Project Interest Seller or their respective Affiliates and their and their Affiliates’ officers, directors, employees, consultants, agents, advisors, attorneys, lenders, shareholders or other equity investors (collectively, “Representatives”) with respect to this Agreement and the Subject Project Interests and Subject Project Companies (including any Joint Acquisition), as well as any information arising out of PSP’s access to the books and records of PEGI and the Subject Project Companies (collectively, the “PEGI Confidential Information”); provided that except as set forth in Section 4.01(b), nothing herein shall restrict or prohibit PSP from disclosing PEGI Confidential Information to its Representatives, in each case who first are instructed to maintain PEGI Confidential Information confidential on substantially similar terms as those contained in this Section 4.01(a); provided, further, that PSP shall be liable for any breach of this Section 4.01 by any such Person as if PSP had itself committed such breach. “PEGI Confidential Information” shall not include: (i) public information or information in the public domain at the time of its receipt by PSP or its Representatives; (ii) information which becomes public through no fault or act of PSP or its Representatives; or (iii) information received by PSP or its Affiliates in good faith from a third party lawfully in possession of the information and not in breach of any confidentiality obligations. PSP acknowledges that it is aware that (i) PEGI Confidential Information and Competitively Sensitive Information contain material, non-public information regarding PEGI and (ii) the United States and Canadian securities laws prohibit any persons who have material, non-public information from purchasing or selling securities of a company using such information or from communicating such information to any Person (including its Affiliates) under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities in reliance upon such information. PSP further confirms that it has in place internal information protection mechanisms to prevent unauthorized use of the Confidential Information and Competitively Sensitive Information.

(b) “Competitively Sensitive Information” shall mean information regarding PEGI, a Subject Project Interest or a Subject Project Company that PEGI determines that one or more Affiliates of PSP could reasonably be expected to use to compete with PEGI. Notwithstanding anything to the contrary in this Agreement, in no event shall PSP be entitled to receive Competitively Sensitive Information, and PSP shall, and shall cause its Affiliates to, maintain any Competitively Sensitive Information of which any of their respective employees, officers or directors is or becomes aware in strict confidence; provided that PEGI shall provide PSP with a commercially reasonable description of the nature of any Competitively Sensitive Information that would otherwise have been provided to PSP but for this Section 4.01(b) and shall use commercially reasonable efforts to provide substitute disclosure to PSP that, to the greatest extent practicable under the circumstances, will enable PSP to assess the applicable opportunity relating to the Subject Project Interest or Subject Project Company in substantially the same manner as if PSP had full access to such Competitively Sensitive Information and that is otherwise reasonably satisfactory to PSP.

(c) Subject to the provisions of this Section 4.01(c), PEGI shall, and shall cause its Affiliates to, keep confidential all confidential documents and information concerning PSP furnished to PEGI by PSP or its Representatives in connection with the transactions contemplated by this Agreement (including any Joint Acquisition) (the “PSP Confidential Information” and together with the PEGI Confidential Information, “Confidential Information”); provided that nothing herein shall restrict or prohibit PEGI from disclosing PSP Confidential Information to its Representatives who first are instructed to maintain the PSP Confidential Information confidential on substantially similar terms as those contained in this Section 4.01(c); provided, further, that PEGI shall be liable for any breach of this Section 4.01(c) by any of its Representatives as if PEGI had itself committed such breach.

(d) Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall prevent or restrict any JV Participant or any of its Affiliates from disclosing, without the agreement of the other JV Participant: (i) Confidential Information required to be disclosed under any Applicable Law (including applicable securities laws) or the rules of any securities exchange; (ii) Confidential Information required to be disclosed to its lenders or other creditors on a confidential basis; provided that in no event shall this clause (ii) permit the disclosure of any Competitively Sensitive Information. Any JV Participant disclosing Confidential Information, as applicable in accordance with this Section 4.01 shall use reasonable efforts to (i) advise the other JV Participant of the details of the required disclosure and (ii) if permitted by Applicable Law, obtain the comments of such other JV Participant on the wording of the proposed disclosure prior to making such disclosure.

(e) Notwithstanding anything to the contrary in this Agreement, in no event shall PSP, any of its Affiliates or any PSP Designee, or any of their respective Representatives, share any Confidential Information or Competitively Sensitive Information with any portfolio companies or other investments of PSP (or any of their respective Representatives other than employees of PSP who are acting in their capacity as Representatives of PSP and do not use such information for any purpose other than in furtherance of the transactions contemplated by this Agreement) and PSP shall, and shall cause its Affiliates that receive Confidential Information or Competitive Sensitive Information to, use customary information barriers to ensure that no portfolio company or other investment of PSP or any of their respective Representatives has access to any Confidential Information or Competitively Sensitive Information.

(f) Each JV Participant shall consult with the other JV Participant and provide that other JV Participant a reasonable opportunity to comment before issuing any press release or making any other public announcement regarding the other JV Participant, provided that (i) in the case of any disclosure required by applicable law or stock exchange rule, such consultation and opportunity to comment shall only be required to the extent reasonably practicable under the circumstances and (ii) no consultation and opportunity to comment shall be required with respect to any disclosure that is substantially similar to prior public disclosure made in compliance with the terms of this Agreement.

Section 4.02.

Construction Bridge Financing.

PSP shall reasonably cooperate with PEGI in PEGI’s efforts to finance PEGI’s project pipeline as follows: (i) at the request of PEGI with respect to one or more specific projects, PSP shall reasonably cooperate with PEGI to arrange for or provide bridge loans to Pattern Development 1.0 or Pattern Development 2.0 for such projects that are subject to either a Joint Acquisition PSA or an Initial Acquisition PSA as more fully set forth on Exhibit E and (ii) at the request of PEGI with respect to one or more specific projects, PSP shall reasonably cooperate with PEGI to arrange for or provide construction financing for projects that are subject to either a Joint Acquisition PSA or an Initial Acquisition PSA in advance of the applicable commercial operations date, as more fully set forth on Exhibit E; provided that for the avoidance of doubt nothing in this Section 4.02 constitutes a commitment of PSP to provide any such bridge loans or financings.

Section 4.03.

Valuation Support.

PEGI shall use commercially reasonable efforts to assist PSP (at PSP’s sole cost and expense) in any annual or other valuation of the Initial Acquisition Projects or any Subject Project Company that PSP acquires an interest in pursuant to Article 3 as PSP may reasonably determine is required by its charter. Without limiting the generality of the immediately preceding sentence, in respect of each Subject Project Interest jointly acquired by PSP and PEGI, PEGI shall provide, or cause to be provided, to PSP, annually on or before February 15 of each calendar year, an updated financial model for each Subject Project Company that PSP acquires an interest in.

Section 4.04.

Appointment of PSP Designee.

PEGI agrees that, as promptly as practicable after the PSP Compliance Date, and subject to the taking by the PEGI NGC of all requisite action under PEGI’s Governing Documents, PEGI shall, to the fullest extent permitted under Applicable Law and its Governing Documents, take all necessary action to increase the size of the PEGI Board, unless there is otherwise a vacancy on the PEGI Board, and appoint the PSP Designee to the PEGI Board. PEGI further agrees that it will use its commercially reasonable efforts to effect the foregoing within the time frame set forth in the immediately preceding sentence.

Section 4.05.

PSP Standstill Obligations.

(a) PSP represents and warrants that as of the date hereof, other than the PSP PEGI Shares, it does not beneficially own any securities of PEGI. PSP agrees that, for a period of twelve months immediately following the date hereof (the “Standstill Period”), PSP will not directly or in concert with any of its Affiliates or any other Person, without the prior written consent of PEGI, (i) other than the PEGI Share Acquisition, acquire, agree to acquire, propose, seek or offer to acquire, any securities of PEGI or any of its Subsidiaries, or any warrant, option or other direct or indirect right to acquire any such securities, (ii) enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving PEGI or any of its Subsidiaries, (iii) initiate, encourage, make, or in any way participate or engage in, any “solicitation” of “proxies” as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission (the “SEC”) to vote, or seek to advise or influence any Person with respect to the voting of, any voting securities of PEGI (including, for the avoidance of doubt, indirectly by means of communication with the press or the media), (iv) file with the SEC a proxy statement or any supplement thereof or any other soliciting material in respect of PEGI or its shareholders that would be required to be filed with the SEC pursuant to Rule 14a-12 or other provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (v) nominate or recommend for nomination a Person for election at any meeting of PEGI’s shareholders at which directors of the PEGI Board are to be elected, (vi) submit any shareholder proposal for consideration at, or bring any other business before, any meeting of PEGI’s shareholders, (vii) initiate, encourage, make, or in any way participate or engage in, any “withhold” or similar campaign with respect to any meeting of PEGI shareholders, (viii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of PEGI, (ix) call, request the calling of, or otherwise seek or assist in the calling of a special meeting of PEGI’s shareholders, (x) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of PEGI, (xi) disclose any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (xii) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other Persons in connection with the foregoing. PSP furthers agree that during the Standstill Period it will not, directly or indirectly, without the prior written consent of PEGI, (a) make any request directly or indirectly, to amend or waive any provision of this Section 4.05 (including this sentence), or (b) take any action that would reasonably be expected to require PSP to make a public announcement regarding the possibility of a business combination, merger or other type of transaction described in this Section 4.05 with PSP or any of its Affiliates. For the avoidance of doubt, the PSP Designee’s service on the PEGI Board shall not constitute a breach of this Section 4.05.

(b) Without the prior written consent of PEGI, for a period of 180 days (the “Hold Period”) immediately following the date hereof, PSP shall refrain from offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the sale of, lending or otherwise disposing of or transferring, directly or indirectly (including pursuant to any derivative transaction), any or all of the PSP PEGI Shares.

(c) PSP agrees that during the Hold Period all certificates representing PSP PEGI Shares shall bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO STANDSTILL OBLIGATIONS PURSUANT TO THAT CERTAIN JOINT VENTURE AGREEMENT, DATED AS OF JUNE 16, 2017 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF PEGI) WHICH PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON THE TRANSFER THEREOF. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT SHALL BE VOID.”

At any time following the expiry of the Hold Period, PSP may request that the restrictive legend included immediately above be removed from all PSP PEGI Shares and PSP shall be entitled to obtain new certificates in respect of such PSP PEGI Shares without such legend. At any time following the expiry of the Hold Period, PSP may also request removal of the legend prescribed by Section 5.4(d) of the Securities Purchase Agreement relating to the PEGI Share Acquisition. Following such request, and subject to PEGI’s reasonable satisfaction (including receipt of a customary legal opinion) that all conditions of Rule 144 under the U.S. Securities Act of 1933, as amended, have been satisfied, including that PSP is not an affiliate of PEGI pursuant to Rule 144 and has not been for three months, PEGI shall cause such restricted legend to be removed and, if requested by PSP, shall provide new certificates in respect of such PSP PEGI Shares to PSP without such legends; provided that, if the Hold Period has expired and such restricted legends have not been removed following the date that is 120 calendar days after the resignation of the PSP Designee from the PEGI Board, then PEGI shall grant PSP a customary “demand” registration right with respect to the PSP PEGI Shares so long as at such time (i) PSP does not have any right to appoint a designee to the PEGI Board and (ii) PSP and its Affiliates beneficially own, in the aggregate, less than 10% of the outstanding Class A common stock, $0.01 par value per share, of PEGI.

(d) During the Hold Period PSP agrees to the entry of stop transfer orders with the transfer agent and registrar of the PSP PEGI Shares against the transfer of legended stock held by PSP except in compliance with the requirements of this Agreement. Upon expiry of the Hold Period PSP may request the removal of any such stop transfer orders.

Section 4.06.

Joint M&A Coordination.

The JV Participants shall negotiate in good faith to develop a strategy, set aside resources and pursue third-party acquisitions of renewable assets.

Section 4.07.

Piggyback Canadian Prospectus – Filing in Québec.

If PEGI proposes to file a Piggyback Canadian Prospectus in one or more Eligible Jurisdictions or conduct an Underwritten Offering pursuant to a Piggyback Canadian Prospectus as contemplated in Section 2.2(a)(ii) or (iii) of the Registration Rights Agreement (other than a Canadian Prospectus for an at-the-market offering program and a Canadian Prospectus filed pursuant to section 7.5 of the MJDS where the distribution of securities will not be made in Canada) and PSP has piggyback registration rights pursuant to such Section 2.2(a)(ii) or (iii) of the Registration Rights Agreement that it is entitled to and wishes to exercise with respect to its Registrable Shares, PEGI hereby agrees and covenants to file the applicable Piggyback Canadian Prospectus in the Province of Québec if and as necessary to permit PSP to offer and sell its Registrable Shares under such Piggyback Canadian Prospectus. Initially capitalized terms used in this Section 4.07 but not defined in this Agreement have the meaning given to them in the Registration Rights Agreement.

Section 4.08.

Certain Rights Regarding Certain Agreements.

(a) If the PEGI Entity that acts as the general partner of, or holds shares in the general partner of, a Subject Project Company or that is the service provider under the MOMA, PAA, the Sponsor Services Agreement or other related party Contract with respect to a specific project held by a Subject Project Company is determined by a court to have committed actual fraud, willful misconduct or bad faith in connection with its duties in respect of such project and as a result of such actions PSP suffers material damages that are not, after notice, cured or remedied under the indemnification provisions of the applicable Joint Acquisition Governance Agreement, MOMA or PAA, or the Sponsor Services Agreement or other related party Contract, then the applicable MOMA, PAA or Jointly Owned Company Service Period (as defined in the Sponsor Services Agreement) or other related party Contract to the extent relating to such project can all be terminated without payment of a termination break fee.

(b) If PEGI or the PEGI Entity that acts as the general partner of, or holds shares in the general partner of, a Subject Project Company or that is the service provider under the MOMA, PAA, Sponsor Services Agreement or other related party Contract with respect to any project jointly owned by PSP and PEGI acquired pursuant to the PSP Co-Invest Rights is determined by a court to have committed a felony crime (or equivalent under Applicable Law) involving actual fraud against an equity investor in renewable energy projects controlled by PEGI, then PEGI will lose its control rights with respect to such jointly owned projects, and the MOMA, PAA and any other related party Contracts with respect to such projects, and Sponsor Services Agreement, can all be terminated without payment of a termination break fee.

ARTICLE 5

Miscellaneous

Section 5.01.

Amendments; Extension; Waiver.

This Agreement may not be amended, altered or modified except by written instrument executed by both PEGI and PSP. The failure by either PEGI or PSP to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be waiver of any other or subsequent breach of non-compliance. The observance of any provision of this Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver.

Section 5.02.

Rules of Construction.

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

(a) the terms “Agreement,” “this Agreement,” “the Agreement,” “hereto,” “hereof,” “herein,” “hereby,” “hereunder” and similar expressions refer to this Agreement in its entirety, including all Exhibits hereto, and not to any particular provision hereof;

(b) references to an “Article,” “Section” or “Schedule” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement;

(c) the division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

(e) the words “include,” “includes” and “including” mean “include,” “includes” or “including,” in each case, “without limitation”;

(f) the terms “party” and “the parties” refer to a party or the parties to this Agreement;

(g) any reference to any agreement (including this Agreement) or other instrument in writing means such agreement or other instrument in writing as amended, modified, replaced or supplemented from time to time;

(h) any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder;

(i) all dollar amounts refer to United States dollars;

(j) any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and

(k) whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day.

Section 5.03.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement, the legal relations among the parties hereunder and the adjudication and the enforcement thereof, shall in all respects be governed by, and interpreted and construed in accordance with, the Laws (excluding conflict of laws rules and principles) of the State of New York applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance.

(b) Each of the JV Participants irrevocably submits to the exclusive jurisdiction of the Supreme Court of the State of New York, New York County, for any Proceeding arising out of this Agreement or any transaction contemplated hereby. To the extent that service of process by mail is permitted by Applicable Law, each JV Participant irrevocably consents to the service of process in any Proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the JV Participants irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any Proceeding brought in any such court has been brought in an inconvenient forum. EACH JV PARTICIPANT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION THEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.

Section 5.04.

Entire Agreement.

(a) This Agreement and the Exhibits hereto and any documents executed by PSP and PEGI simultaneously herewith or pursuant hereto constitutes the entire agreement between the parties pertaining to the subject matter hereof and thereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties hereto in connection with the subject matter hereof or thereof, except as specifically set forth herein.

(b) Except for the representations and warranties expressly made herein, PEGI and PSP (as applicable, the “Disclaiming Party”) each hereby disclaims all liability and responsibility for, or any use by the receiving party’s Affiliates or its or their Representatives of, any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to the Receiving Party, its Affiliates or its or their Representatives (including any opinion, information, projection or advice that may heretofore have been or may hereafter be made available to Receiving Party, its Affiliates or its or their respective Representatives, whether in any “data rooms,” “management presentations,” or “break-out sessions,” or in response to questions submitted by or on behalf of Receiving Party or otherwise, in each case by Disclaiming Party or its Affiliates or any of its or their Representatives.

Section 5.05.

Severability.

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof and each provision is hereby declared to be separate, severable and distinct. To the extent that any provision is found to be invalid, illegal or unenforceable, the parties shall act in good faith to substitute for such provision, to the extent possible, a new provision with content and purpose as close as possible to the provision so determined to be invalid, illegal or unenforceable.

Section 5.06.

No Partnership.

This Agreement is intended to create certain contractual rights and obligations between the parties hereto and is not intended to, and the parties agree that it does not, constitute any JV Participant as the partner, agent or fiduciary of the other JV Participant for any purpose or create any partnership, agency, fiduciary or other similar relationship among the JV Participants, and neither JV Participant shall have any partnership, agency, fiduciary or other similar duties, liabilities or obligations to the other JV Participant relating to or arising from this Agreement or the transactions contemplated hereby. Neither JV Participant shall have, nor shall it represent to any other party that is has, the authority to enter into any agreement or commitment on behalf of the other JV Participant or make any representation or incur any obligation in the name of or on behalf of the other JV Participant. To the fullest extent permitted by Applicable Law, other than as expressly set forth in Article 3, each JV Participant, on behalf of itself and its Affiliates, waives and renounces any right, interest or expectancy in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to or business opportunities of which any of the other JV Participant or its Affiliates gain knowledge, and no JV Participant shall be accountable or liable to the other JV Participant as a result of acting in its own best interest, except in the case of any decision or action which is illegal or in breach of this Agreement. For the avoidance of doubt, nothing in this Section 5.06 shall be deemed to limit or otherwise modify the rights and obligations of the parties to any Joint Acquisition Governance Agreements that are entered into with respect to any Joint Acquisitions.

Section 5.07.

Notices.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by telecopy or facsimile or sent by registered mail, charges prepaid, addressed as follows:

(a) if to PEGI:

Pattern Energy Group Inc.

Pier 1, Bay 3

San Francisco, CA 94111

Attention:

General Counsel

Email:

generalcounsel@patternenergy.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: John H. Butler

Email: john.butler@davispolk.com

(b) if to PSP:

Public Sector Pension Investment Board

1250 René-Lévesque Blvd. West

Suite 1400

Montreal, Québec H3B 5E9

Attention:

Managing Director, Infrastructure Investments

Email:

vertuousenergy@investpsp.ca and legalnotices@investpsp.ca

with a copy (which shall not constitute notice) to:

Davies Ward Phillips & Vineberg LLP

1501, avenue McGill College

26^th Floor

Montréal, Québec H3A 3N9

Attention:

Franziska Ruf

Email:

fruf@dwpv.com

Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing.

Any party may at any time change its address for purposes of this Section 5.07 by giving notice to the other parties.

Section 5.08.

Costs and Expenses.

All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (including in connection with any Joint Acquisition) or in connection with any dispute or adversarial Proceedings arising hereunder or relating hereto, shall be paid by the party incurring such fees, costs or expenses; provided that with respect to each Joint Acquisition (excluding any Initial Project Acquisition), PSP shall, upon demand, reimburse PEGI for a pro rata portion equal to the PSP Co-Invest Percentage for such Joint Acquisition of the reasonable aggregate fees and expenses of counsel to PEGI incurred in connection with the negotiation of the Joint Acquisition PSA for such Joint Acquisition.

Section 5.09.

Term.

This Agreement (other than such rights and obligations that the JV Participants have become entitled to enforce or become liable for) shall begin as of the date first written above and shall continue in full force and effect until the earlier of (i) subject to the proviso in Section 3.04(a)(i), the occurrence of a Co-Investment Right Termination Event (unless otherwise agreed in writing by both parties) and (ii) termination of this Agreement by written agreement of both parties; provided that Sections 3.04(b), 3.06, 4.01, 4.05 and 4.08 and Article 5 shall survive any such termination.

Section 5.10.

Successors and Assigns.

Except as otherwise provided herein, neither this Agreement nor any of the rights of any JV Participant hereunder may be assigned without the prior written consent of the other JV Participant. Either JV Participant may assign this Agreement or any of its rights hereunder to its Affiliate upon providing notice to the other JV Participant; provided that such assignment shall not relieve the assignor of any of its obligations hereunder. Except as may otherwise be provided herein, all of the terms and provisions of this Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective heirs, executors, administrators, other personal Representatives, successors and permitted assigns.

Section 5.11.

No Third-Party Beneficiaries.

This Agreement shall not confer any rights or remedies upon any Person other than the JV Participants and their respective successors and permitted assigns.

Section 5.12.

Enforcement.

The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that any breach of this Agreement would not be adequately compensated by monetary damages. Accordingly, the parties hereto acknowledge and agree that in the event of any breach or threatened breach of any of their respective covenants or obligations set forth in this Agreement, the non-breaching party be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement.

Section 5.13.

Counterparts.

This Agreement may be executed by facsimile or .pdf format scanned signatures and 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, be deemed an original, and shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the day and year first above written.

	PATTERN ENERGY GROUP INC.

	By:
		Name:
		Title:

	PUBLIC SECTOR PENSION INVESTMENT BOARD

	By:
		Name:
		Title:

	By:
		Name:
		Title:

EXHIBIT A

Purchase Rights Agreements

(SEE ATTACHED)

EXHIBIT A-1

(SEE ATTACHED)

EXHIBIT A-2

(SEE ATTACHED)

EXHIBIT B

SPONSOR SERVICES AGREEMENT

(SEE ATTACHED)

EXHIBIT C

FORM OF JOINT ACQUISITION PSA

(SEE ATTACHED)

EXHIBIT D

JOINT ACQUISITION GOVERNANCE¹

General:	PEGI will manage each Subject Project Company in accordance with the Sponsor Service Agreement. PEGI shall have the right to provide management operations and maintenance services and project administration services to each Subject Project Company on customary arm’s-length terms pursuant to the Project Administration Agreement and Management, Operation and Maintenance Services Agreement in effect at the time of PSP’s investment in the Subject Project Company Subject to the PSP consent rights, PEGI will have full discretion to manage each Subject Project Company. Other than the PSP consent rights, PSP shall have no governance rights with respect to the Subject Project Companies.
Project Company Funding:	Any equity requirements at the Subject Project Company shall be funded pro rata by all equity owners, and any deficiency in funding shall be significantly dilutive for a non-funding party.
Distributions:	The Subject Project Company shall provide for ordinary distributions to equity of all cash flows available for distribution unless PEGI and PSP both agree to structure distributions for such project company in a more tax-efficient method. As far as it is legally permissible, the Subject Project Company should periodically distribute all net cash flows to its owners on a pro-rata basis to their ownership, subject to retaining sufficient cash reserves to meet the Subject Project Company’s reasonably foreseeable needs in relation to: existing or reasonably foreseeable obligations; solvency; and the current annual budget (including all agreed retention, capital expenditures and reserves).
PSP Consent Rights:	With respect to each Subject Project Company that is acquired by PEGI and PSP pursuant to a Joint Acquisition, PSP’s consent will be required for the following matters: (a) Any amendment of the articles, equivalent constituting document or bylaws of the Subject Project Company (or any of its Subsidiaries), other than (i) as required by the applicable third-party partnership agreement, or (ii) amendments that are required by law or are of a clerical or “housekeeping” nature;

¹ Where applicable, references to PEGI and PSP are to the PEGI and PSP entity, respectively, that owns the applicable Subject Project Company.

(b) (i) the incorporation or acquisition of a Subsidiary of the Subject Project Company or the disposition of any shares of a Subsidiary of the Subject Project Company, (ii) the Subject Project Company or a Subsidiary thereof entering into any partnership, joint venture or similar arrangement with any other Person, or (iii) the purchase of any business by the Subject Project Company (or any of its Subsidiaries) or acquisition by stock or purchase by the Subject Project Company (or any of its Subsidiaries) of all or substantially all of the assets of any other Person;

(c) the sale (or entry into of binding agreements to that effect), lease, exchange or other disposition of (i) all or substantially all of the assets of the Subject Project Company (or any of its Subsidiaries) or (ii) assets of the Subject Project Company (or any of its Subsidiaries) that would result in a material adverse effect on the power generation of the applicable project, or the granting of an option or right to such effect;

(d) initiating or otherwise participating in voluntary winding-up or bankruptcy Proceedings of the Subject Project Company (or any of its Subsidiaries);

(e) any merger, amalgamation or consolidation or the entering into of any agreement, arrangement or understanding to merge, amalgamate or consolidate, the Subject Project Company (or any of its Subsidiaries) with any Person;

(f) any change to the equity capital structure of the Subject Project Company (whether by subdivision, consolidation or reclassification), the issuance or allotment of any equity or the granting of any right, option or privilege to acquire any equity or the redemption or repurchase by the Subject Project Company of any equity, other than (i) as contemplated in this Project Governance Framework including any purchase rights or equity dilutions provisions (including to fund non-discretionary expenses or amounts necessary to comply with legal obligations), (ii) as contemplated under applicable third-party partnership agreements, or (iii) amendments that are required by law or are of a clerical or “housekeeping” nature;

(g) the taking or institution of any Proceedings for the continuance, winding-up, liquidation, reorganization or dissolution of the Subject Project Company (or any of its Subsidiaries) in each case under applicable debtor relief laws, other than as required by Applicable Law;

(h) (i) any incurrence of any indebtedness by the Subject Project Company (or any of its Subsidiaries) for borrowed money or granting of any lien or security interest by the Subject Project Company (or any of its Subsidiaries) in respect of any indebtedness for borrowed money, including any financing or refinancing, that is not in existence as of the date of the closing of the applicable Joint Acquisition, other than (A) in the case of an amendment to or refinancing of existing indebtedness of the Subject Project Company, where the amended or refinanced indebtedness would not result in a capital call or be in excess of the total amount of the existing indebtedness outstanding at the time of the refinancing that would be amended or extinguished by the refinancing plus all applicable fees, costs and expenses including breakage costs incurred in connection with such new financing or the repayment of the existing indebtedness; or (B) indebtedness of less than 2% of the book value of assets of the Subject Project Company that is required to meet the Subject Project Company’s obligations that cannot reasonably be expected to be met with project distributable cash flow or that can be satisfied with the posting of a letter of credit or other security, (ii) making any loan for borrowed money or entering into any external borrowing arrangements where the Subject Project Company (or any of its Subsidiaries) acts as a lender, (iii) the Subject Project Company (or any of its Subsidiaries) entering into any derivative transaction or amending in any material manner or terminating any derivative transaction other than in connection with a transaction described in clauses (i)(A) or (i)(B) above and other than short-term energy hedge, renewable attributes and/or capacity transactions, or (iv) any incurrence of any indebtedness for borrowed money or granting of any security interest or entering into any other borrowing arrangements, in each case by the Subject Project Company (or any of its Subsidiaries) with any related party;

(i) the repayment of any loan or advance made by a related party to the Subject Project Company (or any of its Subsidiaries), other than in accordance with the terms agreed upon at the time the loan or advance was made;

(j) the granting of any security on the assets of the Subject Project Company (or any of its Subsidiaries) other than (i) under a financing that is otherwise permitted pursuant to this Project Governance Framework, or (ii) customary liens created in the operation of the Subject Project Company (such as liens for trade payables, mechanics, suppliers and warehouse liens, capital leases and tax liens);

(k) the guarantee or indemnification by the Subject Project Company (or any of its Subsidiaries) of, or the grant of security by the Subject Project Company (or any of its Subsidiaries) for, the debts or obligations of any third party, in each case other than customary guarantees or indemnitees arising out of the ordinary course of business of the Subject Project Company;

(l) the guarantee or indemnification by the Subject Project Company (or any of its Subsidiaries) of, or the grant of security by the Subject Project Company (or any of its Subsidiaries) for, the debts or obligations of any related party;

(m) any change to the distribution policy of the Subject Project Company agreed at the time of investment (or as amended by mutual agreement);

(n) the Subject Project Company (or any of its Subsidiaries) entering into (on or after the date of PSP’s investment), causing the early termination of, or making material amendments to (i) any Material Contract, (ii) applicable third-party partnership agreements, or (iii) any related-party Contracts, including the Management, Operation and Maintenance Services Agreement ("MOMA") and Project Administration Agreement ("PAA"), except (x) in each case for new contracts, terminations and/or amendments that are required by law or to avoid a material default by the Subject Project Company (or any of its Subsidiaries) or otherwise preserve material rights of a Subject Project Company (or any of its Subsidiaries) under a Material Contract and (y) in the case of clause (ii), as is required to give effect to the exercise of options or rights under such agreements. Notwithstanding the foregoing, with respect to any new related party Contracts which PEGI proposes, PEGI shall provide written notice to PSP setting out details of the scope of services to be provided by PEGI or such other related party under such new Contract and the corresponding fees payable to PEGI or such other related party thereunder. Within thirty (30) calendar days of such a notice, PSP may object to such new Contract on the ground that either the scope of services to be provided is not reasonable or that the proposed fees payable are not within the range of “market fees” (factoring in the proposed scope). If PSP timely objects, then the matter shall be referred to a dispute resolution process (such process to include mediation through progressively senior levels of each of PSP and PEGI following which the matter shall be referred to an independent third party expert reasonably selected by PSP, who shall determine if the scope of services to be provided is not reasonable or that the proposed fees payable are not within the range of “market fees” (factoring in the proposed scope)). If PSP does not timely object to the proposed new Contract, or if the independent third party expert so determines that the proposed scope of services is reasonable and the fees payable are within the range of “market fees”, then PEGI shall be permitted to cause the applicable new Contract to be so entered into.

(o) the approval by the Subject Project Company (or any of its Subsidiaries) of any capital expenditure or series of related capital expenditures in excess of 2% of the book value of the assets of the applicable Subject Project Company, other than as necessary to comply with Applicable Law, address a safety emergency or casualty or maintain an insurance policy relating to the applicable Subject Project Company;

(p) the initiation or settlement by the Subject Project Company (or any of its Subsidiaries) of any material litigation or material administrative Proceeding;

(q) the appointment and removal/replacement of auditors of the Subject Project Company, other than when such appointment, removal or replacement of auditors is designed to have the auditor of the Subject Project Company be the same as PEGI’s auditor;

(r) the adoption of and changes to employee benefits arrangements or schemes of the Subject Project Company (or its Subsidiaries), subject to customary materiality thresholds reasonable for an Entity of the same size and nature as the Subject Project Company;

(s) the creation, modification or termination by the Subject Project Company (or any of its Subsidiaries) of any plan for the purchase of equity or other securities through the award of options to purchase equity, including a stock option plan or similar program;

(t) any change to the accounting methods of the Subject Project Company (or any of its Subsidiaries) or to the Fiscal Year-end, other than (i) when such change to the accounting methods of the Subject Project Company (or any of its Subsidiaries) or to the Fiscal Year-end is designed to conform to the accounting methods or Fiscal Year-end of PEGI or (ii) to comply with GAAP;

(u) any significant change in the scope or nature of the business of the Subject Project Company (or any of its Subsidiaries) and the entering into any Contract, agreement or commitment that would result in a significant change in the scope or nature of the business of the Subject Project Company (or any of its Subsidiaries); and

(v) seeking to launch an initial public offering or the admission to trading on a recognized stock exchange of the whole or any part of the Subject Project Company’s (or any of its Subsidiaries) issued securities.

Sell Down/Transferability:	The consent rights described above will not be transferable with PSP’s ownership interest in a Subject Project Company, except for transfers to Permitted Transferees or the transferee from PSP of 100% of PSP’s initial ownership interest in a Subject Project Company. If PSP transfers less than all of its ownership interest in a Subject Project Company, PSP shall retain full authority to exercise its surviving consent rights, but appropriate provisions may be included in the applicable transfer agreement as to PSP consulting with the transferee prior to exercise of such consent rights. PSP’s consent rights will terminate when PSP and its Permitted Transferees own 25% or less of the outstanding ownership interests in such Subject Project Company (or in the Person through which PEGI and PSP acquire their ownership interest in a Subject Project Company where PEGI and PSP are not the only owners); provided that PSP shall be entitled to transfer its consent rights to an acquirer of 100% of its initial ownership interest in the Subject Project Company and such transferee’s consent rights will terminate when such transferee owns 25% or less of the outstanding ownership interests in such Subject Project Company (or in the Person through which PEGI and PSP acquire their ownership interest in a Subject Project Company where PEGI and PSP are not the only owners).
Limitations on Transfer
Limitations on Transfer:	In no event shall PSP transfer all or part of its ownership interest in a Subject Project Company to any Person that directly or indirectly (including through Affiliates) develops or operates wind power, solar power or (if and only if the applicable Subject Project Company includes a power transmission project other than a dedicated GEN-TIE) power transmission projects (collectively, the “Competitive Activities”). Notwithstanding the foregoing, PSP shall be permitted to transfer all or part of its ownership interest in a Subject Project Company to a pension fund, investment fund, pooled investment vehicle, insurance company or institutional investor that is directly or indirectly engaged in Competitive Activities through another Person (including through an Affiliate) provided that (i) the transferee’s primary business activity is not its direct or indirect ownership of such Person, and (ii) such transfer shall not be to the Person that is directly engaged in Competitive Activities. “transfer” means to sell, assign, dispose of, exchange, pledge, Encumber, hypothecate or otherwise transfer the applicable Subject Project Interest or any participation or interest therein, whether directly or indirectly (including pursuant to a derivative transaction), or agree or commit to do any of the foregoing; provided that neither the granting by any Person of a lien to a bona fide third party lender as collateral security for the obligations of such Person to such lender, or any action by such a lender to foreclose on any such lien, shall be deemed a transfer of the applicable Subject Project Interest, except that the sale by such a lender of the applicable Subject Project Interest to a third party, whether in a foreclosure sale or otherwise, shall constitute a transfer.

	Any transferee that acquires all or any portion of PSP’s interest in a Subject Project Company shall be required to provide to PEGI undertakings at least as favorable to PEGI as those set forth in Section 4.01.
Transfers to Affiliates:	PSP and PEGI shall be entitled to transfer all or part of their ownership interests in a Subject Project Company to one or more of their Controlled Affiliates; provided that any such transferee shall agree to be bound by the same restrictions applicable to PSP or PEGI, as applicable.
Drag-Along Rights:	Subject to first complying with its obligations under the heading “Right of First Offer”, at any time, if PEGI and/or any of its Permitted Transferees (together, a “Pattern Seller”) desires to effect a bona fide transfer of all (but not less than all) of its direct and indirect ownership interests in a Subject Project Company whether in one transaction or a series of related transactions (the “Drag Sale Interests” and, any such transactions or series of related transactions, a “Drag Along Sale”) to any Person who deals at arm’s length with such Pattern Seller, other than a Permitted Transferee, for cash then the Pattern Seller shall (in its sole discretion) be permitted to deliver written notice to PSP or its Permitted Transferees of such Drag Along Sale no later than fourteen (14) calendar days prior to the anticipated date of consummation of such Drag Along Sale (the “Drag Along Notice”). Such Drag Along Notice shall (i) identify the purchaser, the purchase price per security therefor and a summary of the other material terms and conditions of the proposed Drag Along Sale and (ii) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller, as applicable, in connection with the Drag Along Sale. Following receipt of the Drag Along Notice, PSP shall be obligated to sell to the purchaser all of PSP’s direct and indirect ownership interest in the applicable Subject Project Company at the same purchase price per security, and otherwise on the same terms therefor and subject to the same conditions thereto, as the Pattern Seller. Neither the Pattern Seller nor any Controlled Affiliate thereof shall have entered into any collateral agreement, commitment or understanding with the purchaser or its affiliates that has or would have the effect of providing to the Pattern Seller or any such Controlled Affiliate consideration of greater value than the consideration offered pursuant to the Drag Along Sale; provided that such restriction shall not apply to any commercial agreement in effect at the time of such transaction (including, for the avoidance of doubt, the MOMA and PAA) that was entered into in accordance with the PSP Consent Rights. PSP shall not be required to make any representations or warranties with respect to the Drag Along Sale other than customary fundamental representations and warranties as to ownership, title and due authorization and PSP shall be solely responsible for the accuracy of such representations and warranties (and shall not have any liability for any such fundamental representations and warranties of PEGI). Notwithstanding the foregoing, PSP shall only be responsible for any indemnification obligations, escrow amounts and holdback amounts in connection with the Drag Along Sale (including with respect to any representations and warranties made by PEGI (other than the fundamental representations and warranties referred to above)) on a several and proportionate (and not joint and several basis) in accordance with its ownership interests in the Subject Project Company relative to the Pattern Seller. PSP shall not be required to enter into or be bound by any non-compete or similar restrictive covenants in connection with any Drag Along Sale. PSP and its Permitted Transferees shall be obligated to, and hereby do, waive any dissenters’ rights, appraisal rights or similar rights in connection with any Drag Along Sale. If, substantially concurrently with the closing of a Drag-Along Sale the purchaser in such transaction terminates or agrees to terminate the MOMA and/or PAA, PEGI will waive any termination fees payable under the terminated MOMA or PAA, as applicable.

Tag-Along Rights:

Subject to first complying with its obligations under the heading “Right of First Offer”, at any time, if a Pattern Seller desires to effect a bona fide transfer of some or all of its direct or indirect ownership interests in a Subject Project Company whether in one transaction or a series of related transactions (the “Tag Sale Interests” and, any such transactions or series of related transactions, a “Tag Along Sale”) to any Person who deals at arm’s length with such Pattern Seller, other than a Permitted Transferee, (a “Tag Along Purchaser”), then the Pattern Seller shall be required to provide PSP with at least thirty (30) calendar days’ prior written notice (the “Tag Along Notice”) of such proposed Tag Along Sale. Such Tag Along Notice shall (A) identify the Tag Along Purchaser, the amount of ownership interests in the applicable Subject Project Company proposed to be transferred by the Pattern Seller, the percentage of the then-issued and outstanding ownership interests in such Subject Project Company that such proposed transfer represents, the price per security therefor, and a summary of the other material terms and conditions of the proposed Tag Along Sale and (B) be accompanied by forms of all agreements (including any schedules, exhibits and annexes thereto) to be entered into by or on behalf or for the account or otherwise for the benefit of the Pattern Seller in connection with the proposed transfer. Within twenty (20) calendar days following receipt by PSP of the Tag Along Notice, PSP may, by providing written notice (which notice shall be deemed to be irrevocable when sent) (the “Tag Along Acceptance Notice”) to the Pattern Seller, elect to transfer to the Tag Along Purchaser, as part of the Tag Along Sale, an amount of ownership interests in the Subject Project Company owned by PSP (the “Tagging Interests”) up to the total amount of issued and outstanding ownership interests in the applicable Subject Project Company proposed to be transferred to the Tag Along Purchaser pursuant to the Tag Along Sale multiplied by a ratio, the numerator of which is PSP’s ownership percentage in such Subject Project Company and the denominator of which is the total amount of issued and outstanding ownership interests in such Subject Project Company, at the same purchase price per security as the Pattern Seller and otherwise on the same terms therefor and subject to the same conditions thereto. Neither the Pattern Seller nor any Controlled Affiliate thereof shall have entered into any collateral agreement, commitment or understanding with the Tag Along Purchaser or its affiliates that has or would have the effect of providing to the Pattern Seller or any such Controlled Affiliate consideration of greater value than the consideration offered pursuant to the Tag Along Sale; provided that such restriction shall not apply to any commercial agreement in effect at the time of such transaction (including, for the avoidance of doubt, the MOMA and PAA) that was entered into in accordance with the PSP Consent Rights. If the Tag Along Purchaser does not accept all of the Tagging Interests tendered by PSP, then PEGI shall have the option to either (i) proportionately reduce the number of Tag Sale Interests and Tagging Interests to account for the maximum number of ownership interests that the Tag Along Purchaser is willing to purchase or (ii) abandon the Tag Along Sale. If PSP does not deliver a Tag Along Acceptance Notice within twenty (20) calendar days after receipt of the Tag Along Notice, PSP shall be deemed to have waived its rights with respect to the transfer of its ownership interests in the Subject Project Company pursuant to the applicable Tag Along Sale and the Pattern Seller shall have until one hundred eighty (180) days after the expiration of such twenty (20) calendar day period after the date of the Tag Along Notice in which to transfer the ownership interests described in the Tag Along Notice on terms not materially more favorable (in the aggregate) to the Pattern Seller than those set forth in the Tag Along Notice. If at the end of such one hundred eighty (180) day period the Pattern Seller shall not have completed the transfer of all of the Pattern Seller’s ownership interests contemplated to be transferred in the Tag Along Notice (reduced to account for any Tagging Interests (if any) and all Tagging Interests (if any)), then PSP’s tag along rights shall again apply with respect to any such unsold ownership interests.

Right of First Offer:

If either PSP or PEGI (as applicable, the “ROFO Offeree”) desires to transfer all or any portion of its ownership interests in a Subject Project Company to any Person who deals at arm’s length with such ROFO Offeree, other than to a Permitted Transferee, the ROFO Offeree shall give PSP or PEGI, as applicable (the “ROFO Offeror”) written notice setting forth the details of the ownership interest to be transferred (the “Subject Ownership Interest”) and any other material terms of the proposed transfer reasonably known or anticipated by the ROFO Offeree (a “ROFO Notice”). Within forty-five (45) calendar days after delivery of a ROFO Notice, the ROFO Offeror shall either: (i) deliver a written offer to the ROFO Offeree to purchase the Subject Ownership Interest (a “ROFO Offer”) or (ii) deliver a written notice to the ROFO Offeree that the ROFO Offeror will not make a ROFO Offer (a “ROFO Declination”). If the ROFO Offeror fails to deliver either a ROFO Offer or a ROFO Declination within such forty-five (45)-day period, the ROFO Offeror will be deemed to have delivered a ROFO Declination. Unless a ROFO Offer is accepted pursuant to written notice from the ROFO Offeree to the ROFO Offeror within ten (10) calendar days following the delivery of a ROFO Offer (the “ROFO Acceptance Period”), such ROFO Offer shall be deemed to have been rejected by the ROFO Offeree. In the event that the ROFO Offeree validly rejects a ROFO Offer or the ROFO Offeror delivers or is deemed to have delivered a ROFO Declination, subject to complying with its obligations under the heading “Tag-Along Rights”, the ROFO Offeree shall be free to transfer the applicable Subject Ownership Interest to any Person; provided that in the event the ROFO Offeror has previously delivered a ROFO Offer that was rejected by the ROFO Offeree, the ROFO Offeree shall only be permitted to enter into a definitive agreement to transfer the applicable Subject Ownership Interest (A) during the nine month period following the expiration of the ROFO Acceptance Period, (B) at a price greater than or equal to 105% of the price offered in the ROFO Offer and (C) on terms and conditions (economic and otherwise) that are not materially less favorable (in the aggregate) to the ROFO Offeree than the terms and conditions set forth in the ROFO Offer. If at the end of such nine month period the ROFO Offeree shall not have completed the transfer of the Subject Ownership Interest, then it shall once again be required to comply with this ROFO provision. If a ROFO offer is accepted during the ROFO Acceptance Period the ROFO Offeror shall acquire the Subject Ownership Interest, and the ROFO Offeree shall transfer the Subject Ownership Interest to the ROFO Offeror at the price set forth in the ROFO Offer; provided that neither party shall be required to provide any representations or warranties with respect to such transfer other than customary fundamental representations and warranties as to ownership, title and due authorization.

Miscellaneous

Information Rights:

PSP shall be entitled to receive periodic operational reporting with respect to each Subject Project Company consistent with the reporting provided to project lenders and tax equity. Such reporting to include, at a minimum, the following:

· a reasonably detailed budget on an annual basis;

· a reasonably detailed operating report, on a quarterly basis, including summary environmental, health and safety information, as applicable;

· actual financial and operational results data and reforecasting (if applicable), in each case on a quarterly basis;

· a distribution forecast (including calculations of debt services coverage ratio and forecasted distributions to partners (including tax equity partners), on a quarterly basis;

· unaudited financial statements (that do not include footnotes), within 60 days of the end of each fiscal quarter;

· audited financial statements (to the extent prepared and required under financing arrangements), within 120 days of the end of each fiscal year. If no audited financial statements are prepared then PSP shall have the right to request an audit of the applicable Subject Project Company, in which case PEGI shall use commercially reasonable efforts to cause audited financial statements to be prepared (at PSP’s sole cost and expense) in an expeditious manner; and

· Such other items as PSP may be reasonably request from time to time.

PSP shall be entitled (at its sole cost and expense) to have auditors engaged by PSP review, subject to such auditors agreeing to comply with customary confidentiality restrictions, any financial statements prepared in respect of each Subject Project Company and all books and records and working papers related thereto; provided that any such reviews shall be scheduled upon reasonable advance notice by PSP and shall occur during normal business hours and shall be conducted in a manner not to unreasonably interfere with the business and operations of the applicable Subject Project Company or PEGI and its Affiliates.

Where the right to conduct any such review are subject to obligations of PEGI (or its Affiliates) or the Subject Project Company (or its Subsidiaries) to, or limitations imposed by, any joint venture partners or contractual counterparties of the applicable Subject Project Company (or its Subsidiaries), PSP’s review rights will be subject to all such limitations and to full compliance by PEGI and PSP of all such obligations.

Corporate Opportunities, Waiver of Fiduciary Duties, Etc.:	To the maximum extent permitted by Applicable Law, no member, director, officer or partner (or equivalent) of any Subject Project Company will have any fiduciary duties to any equity holder of such Subject Project Company, including as may result from a conflict of interest between any of PEGI, PSP and the Subject Project Company. No JV Participant shall be obligated to recommend or take any action in its, his or her capacity as a director or officer of a Subject Project Company that prefers the interests of the Subject Project Company or the other JV Participant over the interests of such JV Participant.
Tax Considerations	Each of PEGI and PSP shall bear its pro rata share of any obligation or payment due to one or more third parties on account of the breach of any existing tax representations made, or tax indemnities given, to tax equity partners (other than tax equity partners that are Affiliates of PEGI, Pattern Development 1.0 or Pattern Development 2.0) relating to U.S. federal, state or local taxes with respect to any existing United States Subject Project Company (any such obligations or payment, a “U.S. Tax Loss”). PSP shall have the right to consult with PEGI and its Affiliates with respect to any claim regarding a U.S. Tax Loss in excess of $100,000 (such claim, a “Significant U.S. Tax Claim”) and to participate fully in any negotiation, discussion, legal proceeding or other attempt to resolve a Significant U.S. Tax Claim. Neither PEGI nor any of its Affiliates shall settle, compromise or concede any portion of a Significant U.S. Tax Claim without the prior written consent of PSP. PEGI or an Affiliate of PEGI shall be the “tax matters partner” or the “partnership representative” (each as defined under the applicable section of the Code) of any joint venture vehicle that is a partnership for U.S. federal income tax purposes, and shall be given full faith and authority to manage the U.S. tax affairs of such joint venture vehicle to the fullest extent permitted by Law. Each of PEGI and PSP agrees that it shall take into account and report any adjustment to its U.S. tax items as notified by the “tax matters partner” or the “partnership representative,” as applicable, on behalf of any such joint venture vehicle in the manner required by Applicable Law, whether or not it owns an interest or remains a member or partner in the relevant joint venture vehicle in the year of such notification of adjustment.
D&O Indemnity:	The Governing Documents will include customary D&O indemnification provisions, which shall provide for customary expense advancement and exculpation.
Governing Law:	New York.

EXHIBIT E

CONSTRUCTION FINANCING TERMS

ACQUISITION EQUITY BRIDGE FACILITY

INDICATIVE SUMMARY OF BASIC TERMS AND STRUCTURE

1.	Facility	An acquisition bridge debt facility (“Facility”) in respect of an equity interest in a project that either: (i) has been acquired jointly by PEGI and PSP as a Joint Acquisition or from a third-party (an “Acquired Interest”, and PEGI’s share the “PEGI Acquired Interest”); or (ii) is a Joint Acquisition that has been agreed to be acquired in the future by PEGI and PSP (a “Committed Acquisition”).
2.	Lender	PSP (or an Affiliate)
3.	Borrower	A single-purpose holdco entity that is either: (i) an Affiliate of PEGI that holds the PEGI Acquired Interest; or (ii) in the case of a Committed Acquisition, an Affiliate of Pattern Development 1.0 or Pattern Development 2.0 (whichever is the Subject Project Interest Seller) that holds the Subject Project Interest.
4.	Sponsor	PEGI, Pattern Development 1.0, or Pattern Development 2.0, whichever (indirectly) holds the PEGI Acquired Interest or the Subject Project Interest.
5.	Security / Recourse	Loans under the Facility (“Loans”) will be secured by a pledge of the Sponsor’s equity interest in the Borrower and will thus be structurally subordinated to the senior project construction financing. Certain indemnities may also be provided by the Sponsor, corresponding to the allocation of construction risk in the applicable purchase and sale agreement for the Acquired Interest or the Committed Acquisition. Otherwise the Facility will be non-recourse to the Sponsor. The Sponsor will retain the right to make unlimited injections of equity to cure events of default.
6.	Sizing	The Facility will be sized at 100% of either: (i) in the case of an Acquired Interest, the agreed purchase price for the PEGI Acquired Interest; or (ii) in the case of a Committed Acquisition, the required construction equity investment in the project.

7.	Use of Proceeds	The proceeds of the Loans will be used to fund either: (i) PEGI’s acquisition of the PEGI Acquired Interest or a distribution to PEGI to reimburse the cost of the PEGI Acquired Interest; or (ii) in the case of a Committed Acquisition, a distribution to the Sponsor after the project construction equity investment has been fully funded.
8.	Interest & Fees	The Loans will bear interest at a fixed rate that is equal to the 25-year after-tax internal rate of return for the Acquired Interest or Committed Acquisition, per the financial model established on the signing date of the applicable purchase and sale agreement. In the case of an Acquired Interest, interest on the Loans may be paid quarterly in cash or capitalized into the balance of the Loans, at the Borrower’s election. In the case of a Committed Acquisition, interest will be paid quarterly in cash. No upfront fees or commitment fees will be payable.
9.	Reserve Requirements	None.
10.	Repayment	The Loans will be repaid: (i) via a sweep of project cash distributions received by the Borrower; no distributions from the Borrower to the Sponsor will be permitted; and (ii) in full upon Maturity (see Section 11); and (iii) in the case of a Committed Acquisition, upon divestiture of the Subject Project Interest or the Borrower, by the Sponsor. No scheduled amortization of the Loans will be required. The Loans may be voluntarily prepaid in full or in part, at any time, at the Borrower’s election.
11.	Maturity	The Facility will mature 12 months after COD of the project.
12.	Conditions Precedent to Closing	Conditions precedent (and Borrower representations and warranties) will be consistent with those given by the Sponsor under the applicable purchase and sale agreement.

EXHIBIT F

MATERIAL CONTRACTS

For each Subject Project Interest jointly acquired by PSP and PEGI “Material Contracts” shall mean Contracts of the following types:

any lease or other type of agreement granting long-term real property tenure rights that is material to the Project, taken as a whole.

ii.

applicable third-party partnership agreements (including agreements with tax equity partners).

iii.

the engineering, procurement and construction agreement, balance-of-plant construction contract or similar agreement and related guarantee (but only to the extent adversely affecting the warranty provisions thereof).

iv.

the turbine supply agreement or similar material equipment supply agreement and related guarantee (but only to the extent adversely affecting the warranty provisions thereof).

the service and maintenance agreement or similar agreement entered into in respect of the wind turbines or any other material equipment.

vi.

long-term power purchase agreement, long-term energy hedge agreement or similar agreement entered into with any off-taker to purchase electricity or other products from the Subject Project Company.

vii.

the interconnection agreement.

viii.

agreements evidencing indebtedness of the types described in clause (h) under “PSP Consent Rights” in Exhibit D; provided that agreements evidencing indebtedness that PEGI is permitted to incur without PSP’s consent under such clause (h) shall not require PSP’s consent under clause (n) under “PSP Consent Rights” in Exhibit D.

ix.

any other Contract that affects the Operating Period to which any Subject Project Company jointly acquired by PSP and PEGI or any of its Subsidiaries is a party or by which such Person, or any of its assets is bound and that:

limits the freedom of any Subject Project Company or any of its Subsidiaries to compete in any line of business or with any Person or in any area or granting “most favored nation” or similar status, in a manner that is material to the Project, taken as a whole;

is with Seller or any of its Affiliates that is material to the Project, taken as a whole; or

the entry into or loss of which would result in a material adverse effect.

For purposes of this Exhibit F, "Project" means the power generation, storage or transmission facility or project owned by a Subject Project Company jointly acquired by PSP and PEGI.

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Public Sector Pension Investment Board

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (see instructions)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMs 2(d) OR 2(e)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			8,700,000

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			8,700,000

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,700,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.9%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

		By:	/s/ Nathalie Bouchard
			Name: Nathalie Bouchard
			Title: Senior Director, Compliance

NAME	PRESENT BUSINESS ADDRESS	PRESENT PRINCIPAL OCCUPATION

Michael P. Mueller		Chairman of the Board

Cheryl Barker		Board member

Diane Bean		Board member

Micheline Bouchard		Board member

Léon Courville		Board member

Garnet Garven		Board member

Martin J. Glynn		Board member

Lynn Haight		Board member

Timothy E. Hodgson		Board member

William A. Mackinnon		Board member

	Citizenship:
	Diane Bean:	Canadian and Jamaican
	Martin J. Glynn	Canadian and British
	Lynn Haight	Canadian and British
	Timothy E. Hodgson	Canadian, American and British
	All others:	Canadian

NAME	PRESENT BUSINESS ADDRESS	PRESENT PRINCIPAL OCCUPATION

André Bourbonnais		President and CEO

Nathalie Bernier		Senior Vice President, Strategic and Business Planning, and Chief Financial Officer

Darren Baccus		Senior Vice President and Chief Legal Officer

Jean-François Bureau		Senior Vice President and Chief Risk Officer

Giulia Cirillo		Senior Vice President and Chief Human Resources Officer

Neil Cunningham		Senior Vice President, Global Head of Real Estate Investments

Alain Deschênes		Senior Vice President and Chief Operations Officer

Anik Lanthier		Senior Vice President, Public Markets and Absolute Return Strategies

David Scudellari	c/o PSP Investments USA LLC 450 Lexington Ave., Suite 3750 New York, NY 10017	Senior Vice President, Head of Principal Debt and Credit Investments

Guthrie Stewart		Senior Vice President, Global Head of Private Investments

Alison Breen		Vice President, Corporate Secretary and Chief Regulatory Officer

Section 1.1.	Defined Terms	1
Section 1.2.	Additional Defined Terms	5
Section 1.3.	Construction	5
Section 1.4.	Exhibits and Disclosure Schedules	6
Section 1.5.	Knowledge	6

Section 2.1.	Purchase and Sale of the Shares	6
Section 2.2.	Delivery	6
Section 2.3.	Consideration	6
Section 2.4.	Assignment of Rights	7

Section 3.1.	Closing	7
Section 3.2.	Conditions to the Closing	7
Section 3.3.	Closing Deliverables	8

Section 4.1.	Due Organization, Good Standing and Partnership Power	9
Section 4.2.	Authorization	9
Section 4.3.	Consents and Approvals	10
Section 4.4.	Title to Shares	10
Section 4.5.	Litigation	10
Section 4.6.	Compliance with Laws	10
Section 4.7.	Brokers or Other Commissions	10
Section 4.8.	Transfer Taxes	10

Section 5.1.	Due Organization, Good Standing and Corporate Power	11
Section 5.2.	Authorization	11
Section 5.3.	Consents and Approvals	11
Section 5.4.	Investor Status	12
Section 5.5.	Litigation	13
Section 5.6.	Financing	13
Section 5.7.	Due Diligence Review	13
Section 5.8.	Canadian Prospectus Exemption and Resale Restriction	13

Section 6.1.	Pre-Closing Access to Records	13
Section 6.2.	Commercially Reasonable Efforts; Cooperation	14

Section 7.1.	Public Announcements	14
Section 7.2.	Further Assurances	14
Section 7.3.	Restriction on Transfer	14

Section 8.1.	Termination of Agreement	15
Section 8.2.	Effect of Termination	15

Section 9.1.	Survival of Representations and Warranties	16
Section 9.2.	Indemnification by Seller	16
Section 9.3.	Indemnification by Purchaser	16
Section 9.4.	Sole Remedy/Waiver	17
Section 9.5.	Treatment of Indemnification Payments	17

Section 10.1.	Expenses	17
Section 10.2.	Extension; Waiver	17
Section 10.3.	Notices	17
Section 10.4.	Entire Agreement	18
Section 10.5.	Binding Effect; Benefit; Assignment	18
Section 10.6.	Amendment and Modification	18
Section 10.7.	Counterparts	19
Section 10.8.	Applicable Law	19
Section 10.9.	Severability	19
Section 10.10.	Specific Enforcement	20
Section 10.11.	Waiver of Jury Trial	20
Section 10.12.	Joint Drafting	20

SCHEDULES

Schedule 4.5 – Material Litigation
Schedule 4.6 – Compliance with Laws

Defined Term		Section
Agreement		Preamble
Claim Certificate		9.1
Closing		3.1
Closing Date		3.1
Closing Purchase Price		2.3
Creditor’s Rights		4.2(a)
Effective Date		Preamble
Knowledge of Purchaser		1.5
Knowledge of Seller		1.5
PEGI		Preamble
Purchaser		Preamble
Purchaser Indemnitees		9.2
Seller		Preamble
Seller Indemnitees		9.3
Shares		2.1
Termination Date		8.1(d)
Third Party Claim		9.2

	PATTERN DEVELOPMENT FINANCE COMPANY LLC

	By:
		Name:
		Title:

	PUBLIC SECTOR PENSION INVESTMENT BOARD

	By:
		Name:
		Title:

	By:
		Name:
		Title:

		Page

ARTICLE 1
Definitions and Interpretation		2

Section 1.01.	Definitions.	2

ARTICLE 2
Representations and Warranties of the JV Participants		10

Section 2.01.	Authority; Validity of Agreements; No Violations.	10
Section 2.02.	No Proceedings.	11
Section 2.03.	Consents and Approvals.	11
Section 2.04.	Brokers and Finders.	11

ARTICLE 3
Joint Asset Acquisitions		11

Section 3.01.	PSP Co-Invest Right.	11
Section 3.02.	Joint Acquisition Documentation.	16
Section 3.03.	Joint Acquisition Executory Period.	19
Section 3.04.	Expiration of Co-Investment Right.	23
Section 3.05.	No Amendment to Purchase Rights Agreements.	26
Section 3.06.	Non-Reliance.	26

ARTICLE 4
Additional Agreements		27

Section 4.01.	Confidentiality.	27
Section 4.02.	Construction Bridge Financing.	29
Section 4.03.	Valuation Support.	29
Section 4.04.	Appointment of PSP Designee.	29
Section 4.05.	PSP Standstill Obligations.	30
Section 4.06.	Joint M&A Coordination.	31
Section 4.07.	Piggyback Canadian Prospectus – Filing in Québec.	31
Section 4.08.	Certain Rights Regarding Certain Agreements.	32

ARTICLE 5
Miscellaneous		32

Section 5.01.	Amendments; Extension; Waiver.	32
Section 5.02.	Rules of Construction.	33
Section 5.03.	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.	34
Section 5.04.	Entire Agreement.	34
Section 5.05.	Severability.	35
Section 5.06.	No Partnership.	35

		Page

ARTICLE 1
Definitions

Section 1.01.	Definitions.	1
Section 1.02.	Construction.	1

ARTICLE 2
Engagement of PEGI

Section 2.01.	Engagement of PEGI.	2
Section 2.02.	Relationship.	2
Section 2.03.	PSP Project Entities.	2

ARTICLE 3
Term and Renewal

Section 3.01.	Term.	3
Section 3.02.	Renewal.	3

ARTICLE 4
Scope of Services

Section 4.01.	Services.	3
Section 4.02.	Third Party Service Providers.	3
Section 4.03.	Service Changes.	4

ARTICLE 5
Representation and Warranties

Section 5.01.	General.	4
Section 5.02.	PEGI Representations.	5

ARTICLE 6
Fees and Cost Reimbursement

Section 6.01.	Remuneration.	5
Section 6.02.	Reimbursable Expenses.	6
Section 6.03.	Payment Procedure.	7
Section 6.04.	PSP Access and Audit Rights.	8
Section 6.05.	Set-Off.	8

ARTICLE 7
PEGI Property

Section 7.01.	PEGI Property.	9
Section 7.02.	Further Assurances.	9

ARTICLE 8
Indemnification

Section 8.01.	Indemnification by PEGI.	9
Section 8.02.	Indemnification by PSP.	10
Section 8.03.	Indemnification Procedure.	10
Section 8.04.	Trustee and Agent.	11
Section 8.05.	Survival.	11

ARTICLE 9
Termination

Section 9.01.	Termination by Either Party.	11
Section 9.02.	Termination by PSP.	12
Section 9.03.	Termination by PEGI.	13
Section 9.04.	Termination for Convenience.	13
Section 9.05.	Completion of Services at End of Term.	14

ARTICLE 10
Standard of Performance

Section 10.01.	Prudent Service Provider Standard.	14

ARTICLE 11
Limitations of Liability

Section 11.01.	Total Limitation of Liability.	14
Section 11.02.	Waiver of Consequential Damages.	15
Section 11.03.	General.	15

ARTICLE 12
Notices

ARTICLE 13
Confidentiality

Section 13.01.	General Confidential Information.	16
Section 13.02.	Limited Disclosure of Confidential Information.	17

ARTICLE 14
Dispute Resolution

Section 14.01.	Procedure.	17

ARTICLE 15
Miscellaneous

Section 15.01.	Execution.	18
Section 15.02.	Governing Law.	18
Section 15.03.	Amendments, Supplements, Etc.	19

Section 15.04.	Headings.	19
Section 15.05.	Assignment.	19
Section 15.06.	Successors and Assigns.	20
Section 15.07.	Waiver.	20
Section 15.08.	Severability.	20
Section 15.09.	Construction.	20
Section 15.10.	Entire Agreement.	20
Section 15.11.	No Third-Party Beneficiaries.	20
Section 15.12.	Currency.	20
Section 15.13.	Survival.	20
Section 15.14.	Change in Law or Agreement.	20

Exhibits
A	-	Schedule of Definitions
B	-	Services
C	-	Jointly Owned Companies
D	-	Form of Accession Agreement

Project Name	Jointly Owned Company Name	Fixed Fee
Meikle Project	Meikle Wind Energy Limited Partnership Meikle Wind Energy Corp.	CAD$171,500
Mont Sainte-Marguerite Project	[New JV MSM Holdings LP] Pattern MSM GP Holdings Inc. Mont Sainte- Marguerite Wind Farm L.P. Mont Sainte- Marguerite Wind Farm Inc. Pattern Development MSM Management ULC	CAD$228,830
Panhandle 2 Project	[New Class B Member LLC] Panhandle Wind Holdings 2 LLC	USD$122,500