Common use of Miscellanous Clause in Contracts

Miscellanous. 1. The undersigned agrees that the undersigned may not cancel, terminate or revoke this Subscription Agreement or any agreement of the undersigned made hereunder and that this Subscription Agreement shall survive the death or disability of the undersigned and shall be binding upon the undersigned's heirs, executors, administrators, successors and assigns, who shall execute a substantially similar agreement. 2. Notices required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered or when sent by registered mail, return receipt requested, addressed to the other party at the address of such party set forth in this Subscription Agreement, as amended from time to time, or to such other address furnished by notice given in accordance with this paragraph. 3. This Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties hereto. 4. This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Delaware without giving effect to conflicts of laws provisions. The undersigned hereby agrees that any suit, action or proceeding with respect to this Subscription Agreement, any amendments or any replacements hereof, and any transactions relating hereto shall be brought in the courts of, or the State or Federal courts in, the State of Delaware, and the undersigned hereby irrevocably consents and submits to the jurisdiction of such courts for the purposes of any such suit, action or proceeding. The undersigned hereby waives, and agrees not to assert against the Company or any assignee thereof, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, (a) any claim that he or she is not personally subject to the jurisdiction of the above-named courts or that his/her/its property is exempt or immune from setoff, execution or attachment, either prior to judgment or in execution thereof, and (b) to the extent permitted by applicable law, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of suit, action or proceeding is improper or that this Subscription Agreement or any amendments or any replacements hereof may not be enforced in or by such courts. Venue for such actions as set forth above is intended to be exclusive. The foregoing Subscription Agreement is signed, and the terms are agreed to this day of , 2003. PURCHASER(S): (Signature) (Signature) (Print Name) (Print Name) (Address) (Address)

Miscellanous. 1. The undersigned (a) Except as expressly set forth above, Obligor shall have no liability of any kind whatsoever with respect to the Guaranty. (b) Obligor agrees that its obligations under this Letter Agreement are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which would or might constitute a legal or equitable discharge of a guarantor or surety other than payment in full of Obligor’s obligations hereunder. Without limiting the undersigned may not cancelgenerality of the foregoing, terminate Obligor hereby waives: (i) any defense arising under or revoke based upon (A) the validity or enforceability of any Guarantied LLCA Obligation or of the Company LLC Agreement, (B) the taking of or delay or failure to take any action by Seller or Pattern to exercise any rights or remedies against Obligor, Buyer or any other Person pursuant to this Subscription Letter Agreement, the Purchase and Sale Agreement or any agreement other documents executed and delivered in connection with the Acquisition, (C) the insolvency, bankruptcy, liquidation or dissolution of Obligor or Buyer, (D) any claim, set-off, counterclaim, defense or other rights that Pattern may have at any time and from time to time against Obligor or Buyer, whether in connection with this transaction or any unrelated transaction, (E) any default, failure, omission or delay, willful or otherwise, on the part of the undersigned Class B Member or Pattern to perform or comply with, or the impossibility or illegality of performance by the Class B Member or Pattern or any other Person (other than impossibility or illegality of performance that would apply to the extent that the Guarantied LLCA Obligations were to be performed by Pattern) of, any of the Guarantied LLCA Obligations; (F) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of Obligor, Buyer or any other Person for any reason whatsoever, including, without limitations, any suit or action in any way attaching or involving any issue, matter or thing in respect of any of the Guarantied LLCA Obligations, the Purchase and Sale Agreement or any other documents executed and delivered in connection with the Acquisition (other than a suit or action to which Pattern is a party or by which Pattern is bound concerning the provisions of this Letter Agreement and/or the scope of Obligor’s obligations hereunder); (G) any sale, lease or transfer of any or all of the assets of Obligor or Buyer, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of Obligor or Buyer; (H) any change, whether direct or indirect, in Obligor’s relationship to Buyer or the Company, including any such change by reason of any merger or consolidation or any sale, transfer, issuance, spin-off, distribution or other disposition of any stock, equity interest or other security of Buyer, the Company, Obligor or any other entity; and (ii) any presentment, demand for payment, protest, notice of dishonor or non-payment of any Guarantied LLCA Obligations, suit or the taking of other action by Pattern or Buyer or any other party against, and any other notice to, the Beneficiaries, the Company or any other person not required hereunder. Obligor hereby warrants and agrees that each of the waivers and consents set forth in this Letter Agreement are made hereunder after consultation with legal counsel of its choice and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Obligor otherwise may have against Pattern or any other person. If, notwithstanding the intent of the parties that the terms of this Subscription Letter Agreement shall survive control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the death or disability maximum extent permitted by law. (c) Obligor hereby confirms that, notwithstanding Section 2.03 of the undersigned Sponsor Services Agreement (the “Sponsor Services Agreement”), dated as of June 16, 2017, between Obligor and Pattern, Obligor will remain obligated for all of its obligations and liabilities hereunder following the execution and delivery by Buyer of an Accession Agreement (as defined in the Sponsor Services Agreement) pursuant to such Section 2.03 of the Sponsor Services Agreement, whether arising before or after the date of such Accession Agreement. (d) This Letter Agreement shall be binding upon and inure to the undersigned's heirs, executors, administrators, successors and assigns, who shall execute a substantially similar agreementbenefit of the parties hereto. 2(e) This Letter Agreement and all of Obligor’s obligations hereunder shall immediately and automatically terminate and be of no further force and effect upon the termination of the Guaranty. (f) This Letter Agreement shall be interpreted and the rights and liabilities of the parties hereto (including all disputes (whether for breach of contract or a tort) arising out of this Letter Agreement) shall be determined in accordance with the laws and decisions of the State of New York (without regard to conflict of laws principles or rules that would mandate the application of any law of a jurisdiction other than the State of New York). (g) Pattern and Obligor each irrevocably submits to the exclusive jurisdiction of the courts of the United States of America in and for the Southern District of New York, New York, or, if that court does not have jurisdiction, any New York state court in New York County, for any proceeding arising out of this Letter Agreement. Notices To the extent that service of process by mail is permitted by applicable law, each of Pattern and Obligor 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, to its address for notices provided for herein. Nothing herein shall affect the right of Pattern or Obligor to serve process in any other manner permitted by law. EACH OF PATTERN AND OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS LETTER AGREEMENT AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. (h) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered in person, transmitted by facsimile (with confirmation of transmission) or when email (so long as confirmation of receipt is requested and received) or sent by overnight courier or registered mail, return receipt requestedcharges prepaid, addressed as follows: (i) if to Pattern: Pattern Energy Group Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (ii) if to Obligor: ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇. West Suite ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: Managing Director, Infrastructure Investments Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ With a copy to: Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 26th Floor Montreal, Québec, Canada H3A 3N9 Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇@▇▇▇▇.▇▇▇ 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 Letter Agreement by giving notice to the other party at the address of such party set forth in this Subscription Agreement, as amended from time to time, or to such other address furnished by notice given in accordance with this paragraphparty. 3. (i) This Subscription Letter Agreement constitutes may not be amended, altered or modified except by written instrument executed by both Pattern and Obligor. (j) Pattern and Obligor acknowledge that the entire agreement among making and performance of this Letter Agreement constitute a commercial transaction, and accordingly each of Pattern and Obligor waives to the parties hereto fullest extent possible, and agrees that it shall not assert, any right to sovereign or other immunity with respect to the subject matter hereof and may be amended only by a writing executed by all parties hereto. 4. This Subscription Agreement shall be enforceditself or its assets in relation to any process or execution undertaken, governed and construed or relief granted, in all respects connection with any action commenced in accordance with the laws of the State of Delaware without giving effect to conflicts of laws provisions. The undersigned hereby agrees that any suit, action or proceeding with respect relation to this Subscription Letter Agreement. Very truly yours, any amendments or any replacements hereofPUBLIC SECTOR PENSION INVESTMENT BOARD By: ___/s/_Stephan Rupert___________ Its: ___Managing Director, Infrastructure Investments________ By: ___/s/_Michael Larkin___________ Its: ___Director, Infrastructure Investments____________________ AGREED & ACCEPTED: PATTERN ENERGY GROUP INC. By: ___/s/_Dyann ▇▇▇▇▇▇ ___________ Its: ___Vice President______________ [Signature Page to Reimbursement Agreement] This GUARANTY, dated as of October 10, 2019 (this “Guaranty”), is made and any transactions relating hereto shall be brought in entered into by PATTERN ENERGY GROUP INC., a Delaware corporation (the courts of“Guarantor”), or for the State or Federal courts inbenefit of Allianz Renewable Energy Partners of America 2 LLC, a Delaware limited liability company (“Allianz”), New York Life Insurance company, a New York mutual insurance company (“NYLIC”) and New York Life Insurance and Annuity Corporation, a Delaware corporation (“NYLIAC” and together with NYLIC, Allianz and their respective successors and permitted assigns, the State of Delaware, and the undersigned hereby irrevocably consents and submits to the jurisdiction of such courts for the purposes of any such suit, action or proceeding. The undersigned hereby waives, and agrees not to assert against the Company or any assignee thereof, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, (a) any claim that he or she is not personally subject to the jurisdiction of the above-named courts or that his/her/its property is exempt or immune from setoff, execution or attachment, either prior to judgment or in execution thereof, and (b) to the extent permitted by applicable law, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of suit, action or proceeding is improper or that this Subscription Agreement or any amendments or any replacements hereof may not be enforced in or by such courts. Venue for such actions as set forth above is intended to be exclusive. The foregoing Subscription Agreement is signed, and the terms are agreed to this day of , 2003. PURCHASER(S): (Signature) (Signature) (Print Name) (Print Name) (Address) (Address“Beneficiaries”).

Miscellanous. 135.1 The Sub-Lessor shall be entitled to nominate twelve persons or nominees (who are not allottees in the Project) who shall be entitled to use, enjoy and utilize the Clubhouse in the Project for their activity, leisure, entertainment and refreshment, as well as the demarcated social/event areas for hosting parties, events, celebrations and get-togethers and the Sub-Lessee agrees not to raise any dispute or objection in this regard. 35.2 The Sub-Lessee has committed himself/ herself/ itself/ themselves and/or has assumed the complete responsibility and obligation to get this Agreement registered and make payment of proper stamp duty and in no event the Sub-Lessor shall be liable and/or responsible for the same. The undersigned Sub-Lessee hereby agrees that to indemnify and keep the undersigned may not cancel, terminate or revoke this Subscription Agreement or Sub-Lessor indemnified from and against all costs charges penalties interest claims actions suits and proceedings in case of any agreement failure on the part of the undersigned made hereunder Sub-Lessee in getting this Agreement properly stamped and that this Subscription Agreement shall survive the death or disability registered. 35.3 The name of the undersigned Building and/or Project shall be ▇▇▇▇▇® TOWER KOLKATA or as may be determined/ decided by the Sub-Lessor from time to time and the Sub-Lessee shall not raise any disputes or objections in the nomenclature of the Building. Such covenant shall at all times be binding upon the undersigned's heirs, executors, administrators, successors in title of the Sub-Lessor and assigns, who shall execute a substantially similar agreementand/or the Sub-Lessee/s including the Association. 235.4 It is agreed between the parties that to ensure uniformity and minimal interference with structures, ducting, internal cabling etc. Notices required or permitted to be given hereunder in the project, the Sub-Lessor shall be entitled to regulate the entry/ appointment of telecom/broadband/DTH agency in the project. 35.5 It is agreed that the Sub-Lessor shall exercise the option of renewal of the lease of the said Premises for a further period of 99 (ninety nine) years under the said Deed of Lease and the Sub- Lessee shall have the option for renewal of the sub-lease of the said Unit for a like term of 99 (ninety nine) years (which option shall be exercised by the Sub-Lessee by providing 12 months notice in writing and shall be deemed prior to be sufficiently given when personally delivered or when sent by registered mail, return receipt requested, addressed expiration of the initial lease period specified in the said Deed of Lease) without the requirement of payment of any further premium to the other party at Sub-Lessor, and on the address of such party set forth terms and conditions contained in this Subscription Agreement, as amended but subject to the Sub-Lessee making payment of the costs, expenses, fees, duties, statutory levies etc. for such renewals. 35.6 The Sub-Lessee shall have the right to further extension of the lease period for the said Unit and/or change in nature of ownership of the said Unit from time leasehold to timefreehold, or in case the same may be granted by the KMC, subject to payment of all amounts, duties, fees, taxes, etc. and such other address furnished terms and conditions as may be prescribed by notice given in accordance with this paragraphthe KMC and/or the statutory authorities. 3. This Subscription Agreement constitutes 35.7 Any delay tolerated and/or indulgence shown by the entire agreement among either party in enforcing the parties hereto with respect to terms and conditions herein mentioned or any tolerance shown shall not be treated or construed as a waiver of any breach nor shall the subject matter hereof and may be amended only by a writing executed by all same in any way prejudicially affect the rights of any of the parties hereto. 4. This Subscription Agreement 35.8 No modifications, amendments or waiver of any of the provisions of this agreement shall be enforcedeffective unless made in writing specifically referring to this Agreement and duly signed by the parties hereto. 35.9 This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. 35.10 This agreement supersedes all other previous agreements, governed understandings, discussions etc. 35.11 This agreement has been prepared and construed executed in all respects two (2) sets in accordance with original and one set of which shall be kept and lying in the laws custody of the State of Delaware without giving effect to conflicts of laws provisions. The undersigned hereby agrees that any suit, action or proceeding with respect to this Subscription Agreement, any amendments or any replacements hereof, Sub-Lessee and any transactions relating hereto other set shall be brought kept and lying in the courts of, or the State or Federal courts in, the State of Delaware, and the undersigned hereby irrevocably consents and submits to the jurisdiction of such courts for the purposes of any such suit, action or proceeding. The undersigned hereby waives, and agrees not to assert against the Company or any assignee thereof, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, (a) any claim that he or she is not personally subject to the jurisdiction custody of the aboveSub-named courts or that his/her/its property is exempt or immune from setoff, execution or attachment, either prior to judgment or in execution thereof, and (b) to the extent permitted by applicable law, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of suit, action or proceeding is improper or that this Subscription Agreement or any amendments or any replacements hereof may not be enforced in or by such courts. Venue for such actions as set forth above is intended to be exclusive. The foregoing Subscription Agreement is signed, and the terms are agreed to this day of , 2003. PURCHASER(S): (Signature) (Signature) (Print Name) (Print Name) (Address) (Address)Lessor.

Miscellanous. 1. The undersigned (a) Except as expressly set forth above, Obligor shall have no liability of any kind whatsoever with respect to the Guarantee. (b) Obligor agrees that its obligations under this Letter Agreement are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which would or might constitute a legal or equitable discharge of a guarantor or surety other than payment in full of Obligor’s obligations hereunder. Without limiting the undersigned may not cancelgenerality of the foregoing, terminate Obligor hereby waives: (i) any defense arising under or revoke based upon (A) the validity or enforceability of any Guaranteed LLCA Obligation or of the Company LLC Agreement, (B) the taking of or delay or failure to take any action by Seller to exercise any rights or remedies against the Obligor, Buyer or any other Person pursuant to this Subscription Letter Agreement, the Purchase and Sale Agreement or any agreement other documents executed and delivered in connection with the Acquisition, (C) the insolvency, bankruptcy, liquidation or dissolution of the undersigned made hereunder Obligor or Buyer, (D) any claim, set-off, counterclaim, defense or other rights that Pattern may have at any time and that from time to time against the Obligor or Buyer, whether in connection with this Subscription Agreement shall survive transaction or any unrelated transaction, (E) any default, failure, omission or delay, willful or otherwise, on the death or disability part of the undersigned and shall be binding upon Class B Member or Pattern to perform or comply with, or the undersigned's heirs, executors, administrators, successors and assigns, who shall execute a substantially similar agreement. 2. Notices required impossibility or permitted illegality of performance by the Class B Member or Pattern or any other Person (other than impossibility or illegality of performance that would apply to the extent that the Guaranteed LLCA Obligations were to be given hereunder shall be performed by Pattern) of any of the Guaranteed LLCA Obligations; (F) any suit or other action brought by, or any judgment in writing favor of, any beneficiaries or creditors of the Obligor, Buyer or any other Person for any reason whatsoever, including, without limitations, any suit or action in any way attaching or involving any issue, matter or thing in respect of any of the Guaranteed LLCA Obligations, the Purchase and shall be deemed Sale Agreement or any other documents executed and delivered in connection with the Acquisition (other than a suit or action to be sufficiently given when personally delivered which Pattern is a party or when sent by registered mailwhich Pattern is bound concerning the provisions of this Letter Agreement and/or the scope of the Obligor’s obligations hereunder); (G) any sale, return receipt requestedlease or transfer of any or all of the assets of the Obligor or Buyer, addressed any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Obligor or Buyer; (H) any change, whether direct or indirect, in Obligor’s relationship to Buyer or the Company, including any such change by reason of any merger or consolidation or any sale, transfer, issuance, spin-off, distribution or other disposition of any stock, equity interest or other security of Buyer or the Company, the Obligor or any other entity; and (ii) any presentment, demand for payment, protest, notice of dishonor or non-payment of any Guaranteed LLCA Obligations, suit or the taking of other action by Pattern or Buyer or any other party at against, and any other notice to, the address Beneficiaries, the Company or any other person not required hereunder. Obligor hereby warrants and agrees that each of such party the waivers and consents set forth in this Subscription AgreementLetter Agreement are made after consultation with legal counsel of its choice and with full knowledge of their significance and consequences, as amended from time with the understanding that events giving rise to timeany defense or right waived may diminish, destroy or to such otherwise adversely affect rights which Obligor otherwise may have against Pattern or any other address furnished by notice given in accordance with this paragraph. 3person. This Subscription Agreement constitutes If, notwithstanding the entire agreement among intent of the parties hereto with respect that the terms of this Letter Agreement shall control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the subject matter hereof and may be amended only by a writing executed by all parties hereto. 4. This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Delaware without giving effect to conflicts of laws provisions. The undersigned hereby agrees that any suit, action or proceeding with respect to this Subscription Agreement, any amendments or any replacements hereof, and any transactions relating hereto shall be brought in the courts of, or the State or Federal courts in, the State of Delaware, and the undersigned hereby irrevocably consents and submits to the jurisdiction of such courts for the purposes of any such suit, action or proceeding. The undersigned hereby waives, and agrees not to assert against the Company or any assignee thereof, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, (a) any claim that he or she is not personally subject to the jurisdiction of the above-named courts or that his/her/its property is exempt or immune from setoff, execution or attachment, either prior to judgment or in execution thereof, and (b) to the maximum extent permitted by applicable law. (c) Obligor hereby confirms that, any claim that notwithstanding Section 2.03 of the Sponsor Services Agreement between the Obligor and Pattern dated as of June 16, 2017, Obligor will remain obligated for all of its obligations and liabilities hereunder following the execution and delivery by the Buyer of an Accession Agreement pursuant to such suit, action or proceeding is brought in an inconvenient forum or that the venue of suit, action or proceeding is improper or that this Subscription Agreement or any amendments or any replacements hereof may not be enforced in or by such courts. Venue for such actions as set forth above is intended to be exclusive. The foregoing Subscription Agreement is signed, and the terms are agreed to this day of , 2003. PURCHASER(S): (Signature) (Signature) (Print Name) (Print Name) (Address) (Address)Section

Miscellanous. 1. The undersigned (a) Except as expressly set forth above, Obligor shall have no liability of any kind whatsoever with respect to the Guaranty. (b) Obligor agrees that its obligations under this Letter Agreement are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which would or might constitute a legal or equitable discharge of a guarantor or surety other than payment in full of Obligor’s obligations hereunder. Without limiting the undersigned may not cancelgenerality of the foregoing, terminate Obligor hereby waives: (i) any defense arising under or revoke based upon (A) the validity or enforceability of any Guarantied LLCA Obligation or of the Company LLC Agreement, (B) the taking of or delay or failure to take any action by Seller or Pattern to exercise any rights or remedies against Obligor, Buyer or any other Person pursuant to this Subscription Letter Agreement, the Purchase and Sale Agreement or any agreement other documents executed and delivered in connection with the Acquisition, (C) the insolvency, bankruptcy, liquidation or dissolution of Obligor or Buyer, (D) any claim, set-off, counterclaim, defense or other rights that Pattern may have at any time and from time to time against Obligor or Buyer, whether in connection with this transaction or any unrelated transaction, (E) any default, failure, omission or delay, willful or otherwise, on the part of the undersigned Class B Member or Pattern to perform or comply with, or the impossibility or illegality of performance by the Class B Member or Pattern or any other Person (other than impossibility or illegality of performance that would apply to the extent that the Guarantied LLCA Obligations were to be performed by Pattern) of, any of the Guarantied LLCA Obligations; (F) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of Obligor, Buyer or any other Person for any reason whatsoever, including, without limitations, any suit or action in any way attaching or involving any issue, matter or thing in respect of any of the Guarantied LLCA Obligations, the Purchase and Sale Agreement or any other documents executed and delivered in connection with the Acquisition (other than a suit or action to which Pattern is a party or by which Pattern is bound concerning the provisions of this Letter Agreement and/or the scope of Obligor’s obligations hereunder); (G) any sale, lease or transfer of any or all of the assets of Obligor or Buyer, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of Obligor or Buyer; (H) any change, whether direct or indirect, in Obligor’s relationship to Buyer or the Company, including any such change by reason of any merger or consolidation or any sale, transfer, issuance, spin-off, distribution or other disposition of any stock, equity interest or other security of Buyer, the Company, Obligor or any other entity; and (ii) any presentment, demand for payment, protest, notice of dishonor or non-payment of any Guarantied LLCA Obligations, suit or the taking of other action by Pattern or Buyer or any other party against, and any other notice to, the Beneficiaries, the Company or any other person not required hereunder. Obligor hereby warrants and agrees that each of the waivers and consents set forth in this Letter Agreement are made hereunder after consultation with legal counsel of its choice and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Obligor otherwise may have against Pattern or any other person. If, notwithstanding the intent of the parties that the terms of this Subscription Letter Agreement shall survive control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the death or disability maximum extent permitted by law. (c) Obligor hereby confirms that, notwithstanding Section 2.03 of the undersigned Sponsor Services Agreement (the “Sponsor Services Agreement”), dated as of June 16, 2017, between Obligor and Pattern, Obligor will remain obligated for all of its obligations and liabilities hereunder following the execution and delivery by Buyer of an Accession Agreement (as defined in the Sponsor Services Agreement) pursuant to such Section 2.03 of the Sponsor Services Agreement, whether arising before or after the date of such Accession Agreement. (d) This Letter Agreement shall be binding upon and inure to the undersigned's heirs, executors, administrators, successors and assigns, who shall execute a substantially similar agreementbenefit of the parties hereto. 2(e) This Letter Agreement and all of Obligor’s obligations hereunder shall immediately and automatically terminate and be of no further force and effect upon the termination of the Guaranty. (f) This Letter Agreement shall be interpreted and the rights and liabilities of the parties hereto (including all disputes (whether for breach of contract or a tort) arising out of this Letter Agreement) shall be determined in accordance with the laws and decisions of the State of New York (without regard to conflict of laws principles or rules that would mandate the application of any law of a jurisdiction other than the State of New York). (g) Pattern and Obligor each irrevocably submits to the exclusive jurisdiction of the courts of the United States of America in and for the Southern District of New York, New York, or, if that court does not have jurisdiction, any New York state court in New York County, for any proceeding arising out of this Letter Agreement. Notices To the extent that service of process by mail is permitted by applicable law, each of Pattern and Obligor 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, to its address for notices provided for herein. Nothing herein shall affect the right of Pattern or Obligor to serve process in any other manner permitted by law. EACH OF PATTERN AND OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS LETTER AGREEMENT AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. (h) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered in person, transmitted by facsimile (with confirmation of transmission) or when email (so long as confirmation of receipt is requested and received) or sent by overnight courier or registered mail, return receipt requestedcharges prepaid, addressed as follows: (i) if to Pattern: Pattern Energy Group Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (ii) if to Obligor: ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇. West Suite 1400 Montreal, Québec H3B 5E9 Attention: Managing Director, Infrastructure Investments Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ With a copy to: Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 1501, avenue ▇▇▇▇▇▇ College, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇ Facsimile (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇@▇▇▇▇.▇▇▇ 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 Letter Agreement by giving notice to the other party at the address of such party set forth in this Subscription Agreement, as amended from time to time, or to such other address furnished by notice given in accordance with this paragraphparty. 3. (i) This Subscription Letter Agreement constitutes may not be amended, altered or modified except by written instrument executed by both Pattern and Obligor. (j) Pattern and Obligor acknowledge that the entire agreement among making and performance of this Letter Agreement constitute a commercial transaction, and accordingly each of Pattern and Obligor waives to the parties hereto fullest extent possible, and agrees that it shall not assert, any right to sovereign or other immunity with respect to the subject matter hereof and may be amended only by a writing executed by all parties hereto. 4. This Subscription Agreement shall be enforceditself or its assets in relation to any process or execution undertaken, governed and construed or relief granted, in all respects connection with any action commenced in accordance with the laws of the State of Delaware without giving effect to conflicts of laws provisions. The undersigned hereby agrees that any suit, action or proceeding with respect relation to this Subscription Letter Agreement, any amendments or any replacements hereof, and any transactions relating hereto shall be brought in the courts of, or the State or Federal courts in, the State of Delaware, and the undersigned hereby irrevocably consents and submits to the jurisdiction of such courts for the purposes of any such suit, action or proceeding. The undersigned hereby waives, and agrees not to assert against the Company or any assignee thereof, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, (a) any claim that he or she is not personally subject to the jurisdiction of the above-named courts or that his/her/its property is exempt or immune from setoff, execution or attachment, either prior to judgment or in execution thereof, and (b) to the extent permitted by applicable law, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of suit, action or proceeding is improper or that this Subscription Agreement or any amendments or any replacements hereof may not be enforced in or by such courts. Venue for such actions as set forth above is intended to be exclusive. The foregoing Subscription Agreement is signed, and the terms are agreed to this day of , 2003. PURCHASER(S): (Signature) (Signature) (Print Name) (Print Name) (Address) (Address).

Miscellanous. 1. The undersigned (a) Except as expressly set forth above, Obligor shall have no liability of any kind whatsoever with respect to the Guaranty. (b) Obligor agrees that its obligations under this Letter Agreement are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which would or might constitute a legal or equitable discharge of a guarantor or surety other than payment in full of Obligor’s obligations hereunder. Without limiting the undersigned may not cancelgenerality of the foregoing, terminate Obligor hereby waives: (i) any defense arising under or revoke based upon (A) the validity or enforceability of any Guarantied LLCA Obligation or of the Company LLC Agreement, (B) the taking of or delay or failure to take any action by Seller or Pattern to exercise any rights or remedies against Obligor, Buyer or any other Person pursuant to this Subscription Letter Agreement, the Purchase and Sale Agreement or any agreement other documents executed and delivered in connection with the Acquisition, (C) the insolvency, bankruptcy, liquidation or dissolution of Obligor or Buyer, (D) any claim, set-off, counterclaim, defense or other rights that Pattern may have at any time and from time to time against Obligor or Buyer, whether in connection with this transaction or any unrelated transaction, (E) any default, failure, omission or delay, willful or otherwise, on the part of the undersigned Class B Member or Pattern to perform or comply with, or the impossibility or illegality of performance by the Class B Member or Pattern or any other Person (other than impossibility or illegality of performance that would apply to the extent that the Guarantied LLCA Obligations were to be performed by Pattern) of, any of the Guarantied LLCA Obligations; (F) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of Obligor, Buyer or any other Person for any reason whatsoever, including, without limitations, any suit or action in any way attaching or involving any issue, matter or thing in respect of any of the Guarantied LLCA Obligations, the Purchase and Sale Agreement or any other documents executed and delivered in connection with the Acquisition (other than a suit or action to which Pattern is a party or by which Pattern is bound concerning the provisions of this Letter Agreement and/or the scope of Obligor’s obligations hereunder); (G) any sale, lease or transfer of any or all of the assets of Obligor or Buyer, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of Obligor or Buyer; (H) any change, whether direct or indirect, in Obligor’s relationship to Buyer or the Company, including any such change by reason of any merger or consolidation or any sale, transfer, issuance, spin-off, distribution or other disposition of any stock, equity interest or other security of Buyer, the Company, Obligor or any other entity; and (ii) any presentment, demand for payment, protest, notice of dishonor or non-payment of any Guarantied LLCA Obligations, suit or the taking of other action 4 by Pattern or Buyer or any other party against, and any other notice to, the Beneficiaries, the Company or any other person not required hereunder. Obligor hereby warrants and agrees that each of the waivers and consents set forth in this Letter Agreement are made hereunder after consultation with legal counsel of its choice and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Obligor otherwise may have against Pattern or any other person. If, notwithstanding the intent of the parties that the terms of this Subscription Letter Agreement shall survive control in any and all circumstances, any such waivers or consents are determined to be unenforceable under applicable law, such waivers and consents shall be effective to the death or disability maximum extent permitted by law. (c) Obligor hereby confirms that, notwithstanding Section 2.03 of the undersigned Sponsor Services Agreement (the “Sponsor Services Agreement”), dated as of June 16, 2017, between Obligor and Pattern, Obligor will remain obligated for all of its obligations and liabilities hereunder following the execution and delivery by Buyer of an Accession Agreement (as defined in the Sponsor Services Agreement) pursuant to such Section 2.03 of the Sponsor Services Agreement, whether arising before or after the date of such Accession Agreement. (d) This Letter Agreement shall be binding upon and inure to the undersigned's heirs, executors, administrators, successors and assigns, who shall execute a substantially similar agreementbenefit of the parties hereto. 2(e) This Letter Agreement and all of Obligor’s obligations hereunder shall immediately and automatically terminate and be of no further force and effect upon the termination of the Guaranty. (f) This Letter Agreement shall be interpreted and the rights and liabilities of the parties hereto (including all disputes (whether for breach of contract or a tort) arising out of this Letter Agreement) shall be determined in accordance with the laws and decisions of the State of New York (without regard to conflict of laws principles or rules that would mandate the application of any law of a jurisdiction other than the State of New York). (g) Pattern and Obligor each irrevocably submits to the exclusive jurisdiction of the courts of the United States of America in and for the Southern District of New York, New York, or, if that court does not have jurisdiction, any New York state court in New York County, for any proceeding arising out of this Letter Agreement. Notices To the extent that service of process by mail is permitted by applicable law, each of Pattern and Obligor 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, to its address for notices provided for herein. Nothing herein shall affect the right of Pattern or Obligor to serve process in any other manner permitted by law. EACH OF PATTERN AND OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY 5 LEGAL ACTION OR PROCEEDING RELATING TO THIS LETTER AGREEMENT AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. (h) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered in person, transmitted by facsimile (with confirmation of transmission) or when email (so long as confirmation of receipt is requested and received) or sent by overnight courier or registered mail, return receipt requestedcharges prepaid, addressed as follows: (i) if to Pattern: Pattern Energy Group Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (ii) if to Obligor: ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇. West Suite ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: Managing Director, Infrastructure Investments Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ With a copy to: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 26th Floor Montreal, Québec, Canada H3A 3N9 Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇@▇▇▇▇.▇▇▇ 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. 6 Any party may at any time change its address for purposes of this Letter Agreement by giving notice to the other party at the address of such party set forth in this Subscription Agreement, as amended from time to time, or to such other address furnished by notice given in accordance with this paragraphparty. 3. (i) This Subscription Letter Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties hereto. 4. This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Delaware without giving effect to conflicts of laws provisions. The undersigned hereby agrees that any suit, action or proceeding with respect to this Subscription Agreement, any amendments or any replacements hereof, and any transactions relating hereto shall be brought in the courts of, or the State or Federal courts in, the State of Delaware, and the undersigned hereby irrevocably consents and submits to the jurisdiction of such courts for the purposes of any such suit, action or proceeding. The undersigned hereby waives, and agrees not to assert against the Company or any assignee thereof, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, (a) any claim that he or she is not personally subject to the jurisdiction of the above-named courts or that his/her/its property is exempt or immune from setoff, execution or attachment, either prior to judgment or in execution thereof, and (b) to the extent permitted by applicable law, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of suit, action or proceeding is improper or that this Subscription Agreement or any amendments or any replacements hereof may not be enforced in amended, altered or modified except by such courts. Venue for such actions as set forth above is intended to be exclusive. The foregoing Subscription Agreement is signedwritten instrument executed by both Pattern and Obligor. (j) By: ___/s/_Stephan Rupert___________ Its: ___Managing Director, and the terms are agreed to this day of Infrastructure Investments________ By: ___/s/_Michael Larkin___________ Its: ___Director, 2003. PURCHASER(S): (Signature) (Signature) (Print Name) (Print Name) (Address) (Address)Infrastructure Investments____________________

Miscellanous. 1. The undersigned 29.1 Each Party acknowledges and agrees that this Agreement shall not constitute, create or give effect to a joint venture, pooling arrangement, principal/agency relationship, partnership or formal business organisation of any kind and that neither Party shall have the undersigned may not cancel, terminate or revoke this Subscription Agreement or any agreement right to bind the other without that Party’s prior express written consent. 29.2 Each of the undersigned made hereunder Parties, unless is expressly provided otherwise herein or pursuant to Applicable Law (e.g. with respect to automactic legal succession), is prohibited from assigning (including by means of merger, split-off, or transfer or contribution of universality or a branch of activity or otherwise) all or part of its rights and that obligations arising from this Subscription Agreement to a third party without the prior written consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed. 29.3 No waiver of any term, provision or condition of this Agreement shall survive be effective except to the death extent to which it is made in writing and signed by the waiving Party. No omission or disability delay on the part of any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver by it of any right to exercise it in future or of any other of its rights under this Agreement. For the undersigned avoidance of doubt, if a Party fails to perform any of its obligations hereunder, and another Party fails to enforce the provisions relating thereto, such Party’s failure to enforce this Agreement shall be binding upon the undersigned's heirs, executors, administrators, successors and assigns, who shall execute a substantially similar agreementnot prevent its later enforcement. 2. Notices required or permitted to be given hereunder 29.4 All notices and correspondence under this Agreement shall be in writing (including e-mail) and shall be deemed to be sufficiently given when personally delivered or when delivered, if not sent by registered email, by personal service, express courier using an internationally recognised courier company, or certified mail, return receipt requested, addressed to the following addresses, or at such different address as may be designated by such party by written notice to the other party at the address of such party set forth in this Subscription Agreement, as amended from time to time. A notice shall be effective upon receipt and shall be deemed to have been received (i) at the time of delivery, if delivered by e-mail, hand, registered post or courier or (ii) at the time of transmission if delivered by e-mail provided that, in either case, where delivery occurs outside Working Hours, notice shall be deemed to such other address furnished have been received at the start of Working Hours on the next following Working Day. The invoices shall be delivered by notice given in accordance with this paragraphe-mail. In case of failure of the email systems, the invoices shall be sent by personal service or express courier using an internationally recognised courier company. 3. 29.5 The addresses, e-mails and phone numbers of the Parties for the purpose of this Agreement are indicated in Annex VIII (Contact Details of the Parties) and each Party may update such references by means of a written notice to the Secretary. 29.6 The Parties agree that the working language for all notifications and for all matters relating to their cooperation under this Agreement shall be English. 29.7 The invalidity or ineffectiveness of any clause of this Agreement shall not affect the validity of the remainder of this Agreement. 29.8 In the event of the termination of the Agreement for whatever reason, the provisions which, expressly are intended to survive the termination of the Agreement are clauses 1 (Definitions and Interpretation), 10 (Confidentiality), 21 (Limitations on Liability), 24 (Intellectual Property Rights), 25 (Governing Law and Jurisdiction), 26 (Dispute Resolution) and this clause 29 (Miscellaneous). 29.9 This Subscription Agreement constitutes and the Annexes, as supplemented by decisions of the All NEMO Committee in the performance of this Agreement, contain the entire agreement among of the parties Parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties heretocontain everything the Parties have negotiated and agreed upon relating to the same subject matter. 429.10 Each Party shall maintain records that are complete and accurate for all the relevant material regarding the performance by it of all its obligations under this Agreement and each Party shall retain such records for a period as required under the applicable legal provisions applicable to it, with a minimum of three (3) years unless in conflict with the applicable legal provisions. On another Party’s first substantiated request, a Party shall provide the other Parties with a copy of all or part of the records as indicated by the requesting Parties, if available. 29.11 The rights and remedies under this Agreement are cumulative with and not exclusive of any rights and remedies provided by law. This Subscription Agreement shall be enforcedhas been duly executed in seventeen (17) original copies, governed and construed in all respects in accordance with the laws one for each of the State of Delaware without giving effect to conflicts of laws provisions. The undersigned hereby agrees that any suit, action or proceeding with respect to this Subscription Agreement, any amendments or any replacements hereof, and any transactions relating hereto shall be brought in the courts of, or the State or Federal courts in, the State of Delaware, and the undersigned hereby irrevocably consents and submits to the jurisdiction of such courts for the purposes of any such suit, action or proceeding. The undersigned hereby waives, and agrees not to assert against the Company or any assignee thereof, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, (a) any claim that he or she is not personally subject to the jurisdiction of the above-named courts or that his/her/its property is exempt or immune from setoff, execution or attachment, either prior to judgment or in execution thereof, and (b) to the extent permitted by applicable law, any claim that such suit, action or proceeding is brought in an inconvenient forum or that the venue of suit, action or proceeding is improper or that this Subscription Agreement or any amendments or any replacements hereof may not be enforced in or by such courts. Venue for such actions as set forth above is intended to be exclusive. The foregoing Subscription Agreement is signed, and the terms are agreed to this day of , 2003. PURCHASER(S): (Signature) (Signature) (Print Name) (Print Name) (Address) (Address)Parties.