EX-10.29

Exhibit 10.29

RELEASEANDFIFTHOMNIBUSAMENDMENT

ThisRELEASEANDFIFTHOMNIBUSAMENDMENT(the“Agreement”),datedasof December9, 2025,isexecutedbyNatixis,NewYorkBranch,initscapacityastheadministrative agent for the Lenders (as defined below) (together with its successors, designees and assigns in such capacity, “Administrative Agent”), Natixis, New York Branch, in its capacity as the collateralagentfortheSecuredParties(togetherwithitssuccessors,designeesandassignsinsuch capacity, “Collateral Agent”), U.S. Bank National Association, inits capacity as the depositary (togetherwithitssuccessors,designeesandassignsinsuchcapacity,“Depositary”),Natixis,New YorkBranch,initscapacityastheLCissuer(togetherwithitssuccessors, designeesandassigns in such capacity, “LC Issuer”), MN8 DevCo 3 LLC, a Delaware limited liability company (the “DevcoBorrower”), MN8FMGClassBLLC, aDelawarelimitedliabilitycompany(the“Opco Borrower1”),MN8Bleeker2LLC,aDelawarelimitedliabilitycompany,(the“OpcoBorrower 2”, and together with the Devco Borrower and the Opco Borrower 1, the “Borrowers”), MN8 Bleeker LLC, a Delaware limited liability company, (the “Existing OpCo 1 Pledgor”), MN8 Bleeker 2 HoldCo LLC, a Delaware limited liability company (“MN8 Bleeker 2 HoldCo”), American Beech Solar LLC, a North Carolinalimited liabilitycompany(the “American Beech Project Company”), American Beech Solar Holdings LLC, a Delaware limited liability company (the “American Beech TE Partnership”), Bluebird Solar LLC, a Kentucky limited liability company (the “Bluebird Project Company”), Bluebird Solar Investments LLC, a Kentucky limited liability company (“Bluebird Solar Investments”), Prairie BX LLC, a Delaware limited liability company (the “Prairie TE Partnership”), Prairie Solar 1, LLC, a Delaware limited liability company (the “Prairie Project Company”) MN8 FMG LLC, a Delaware limited liability company (the “Bluebird TE Partnership”), American Beech Class B LLC, a Delaware limited liability company (the “Class B Member (American Beech)”) and Prairie Class B LLC, a Delaware limited liability company (the “Class B Member (Prairie)”, and collectively with the Borrowers, American Beech Project Company, American Beech TE Partnership, Bluebird Project Company, Bluebird Solar Investments, Prairie TE Partnership, Prairie Project Company, the Bluebird TE Partnership and Class B Member (American Beech), Existing OpCo 1 Pledgor, and MN8 Bleeker 2 HoldCo, the “Borrower Entities”), MN8 Energy LLC, a Delaware limited liability company (the “Sponsor”), and the Lenders party hereto. Capitalized terms used butnototherwise definedherein shall havethemeanings ascribed tosuch terms in the Credit Agreement (as defined below) or that certain payoff letter by and among the Borrowers, Existing OpCo 1 Pledgor, the Lenders, the Administrative Agent, and the Collateral Agent dated December 9, 2025 (the “Payoff letter”).

RECITALS

A.WHEREAS, the Borrowers have entered into that certain Credit Agreement, dated as of December 31, 2024, as amended by that certain First Amendment to Credit Agreement, dated as of May 6, 2025, that certain Second Amendment to Credit Agreement,datedJune12,2025,thatcertainConsentandOmnibusAmendment,dated as of June 13, 2025, that certain Consent and Amendment, dated as of June 23, 2025, thatcertainRelease, Joinder, ConsentandFifthAmendment, datedasof July9, 2025, that certain Consent and Second Omnibus Amendment, dated as of August 27, 2025,

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that certain Seventh Amendment and Consent to Credit Agreement, dated as of September2,2025,thatcertain WaiverNumber2andEighthAmendment toCredit Agreement, dated as of October 14, 2025, that certain Consent and Third Omnibus Amendment, dated as of November 3, 2025, and that certain Fourth Omnibus Amendment, dated as of November 24, 2025, (as may be further amended, amended and restated, modified or supplemented from time to time, the “Existing Credit Agreement”andtheExistingCreditAgreement,asamendedbythisAgreementandas may be further amended, amended and restated, modified or supplemented from time totime,the“CreditAgreement”),withthefinancialinstitutionsfromtimetotimeparty thereto as lenders (the “Lenders”) and as issuers of letters of credit, Administrative Agent, Collateral Agent, and the other agents and persons from time to time party thereto.

B.WHEREAS, the Borrowers have entered into that certain Amended and Restated Depositary Agreement, dated as of July 9, 2025, as amended by that certain Consent andThirdOmnibusAmendment,datedasofNovember3,2025,andthatcertainFourth Omnibus Amendment, dated as of November 24, 2025 (the “Existing Depositary Agreement” and the Existing Depositary Agreement, as amended by this Agreement andasmaybefurtheramended,amendedandrestated,modifiedorsupplementedfrom time to time, the “Depositary Agreement”).

C.WHEREAS,ExistingOpCo1PledgorhasenteredintothatcertainPledgeAgreement, datedasofJuly9,2025(the“ExistingOpco1PledgeAgreement”),withtheCollateral Agent.

D.WHEREAS, in connection with the Bluebird Bond 4 Release Date (as defined in the Payoff Letter), the Borrower Entities intend that (i) theExisting Credit Agreement be amended to remove OpCo Borrower 1 as a Borrower thereunder, (ii) the Existing Security Agreement be amended to remove OpCo Borrower 1 as a “Grantor” thereunder, (iii) the Existing Depositary Agreement be amended to remove OpCo Borrower 1 as a party thereunder, and (iv) the Existing Opco 1 Pledge Agreement be terminatedandtheliengrantedbyExistingOpCo1Pledgorthereunderbereleased(the “Existing Opco 1 Pledgor Release”).

E.WHEREAS,pursuanttoSection12.20(a)oftheCreditAgreement,anyamendmentto the Credit Documents requires such amendment to be signed by (i) Borrower, (ii) the RequiredLenders, and(iii)iftherightsanddutiesofanyAgent,theDepositaryorany LC Issuer are affected thereby, such Agent, the Depositary or such LC Issuer.

F.WHEREAS,pursuanttoSection12.20(a)(ii)oftheCreditAgreement,Borrowersshall not release or substitute all or substantially all of the Collateral, release or substitute anyguarantiesunderanyoftheSecuredDocuments,orallowthereleaseoffundsfrom anyBorrowerAccountforpurposesofmakingaRestrictedPayment,ineachcaseother than in accordance with the terms of the Credit Agreement or the applicable Credit Documents, without consent of each Lender.

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G.WHEREAS, pursuant to Section 12.20 of the Existing Credit Agreement, the consent ofallLendersandtheLCIssuerisrequiredtoeffecttheproposedamendments comprised of the Existing Opco 1 Pledgor Release and the amendments set forth inSection 2(d)and termination of certain Credit Documents.

H.WHEREAS,theBorrowersrequestthattheLenders,theLCIssuer,theAdministrative Agent and the Collateral Agent consent and agree to (i) the Existing Opco 1 Pledgor Release, (ii) the amendment of the Credit Agreement, the Depositary Agreement, and the Security Agreement, and (iii) the termination of the Existing Opco 1 Pledge Agreement, in each case as set forth below.

I.WHEREAS,theundersignedLendersconstitutingallLendersandtheLCIssuerdesire toconsentandagreeto(i)theExistingOpco1PledgorRelease,(ii)theamendmentof the Credit Agreement, the Depositary Agreement, and the Security Agreement comprised of the Existing Opco 1 Pledgor Release and the amendments set forth in Section 2(d), and (iii) the termination of the Existing Opco 1 Pledge Agreement, in each case subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

AMENDMENTANDRELEASE

1.Consent and Agreement.Effective as of the Bluebird Bond 4 Release Date, and upon occurrence of the Payoff (as such terms are defined in the Payoff Letter), the undersigned Lenders (constituting all Lenders) and the LC Issuer consent to (i) the Existing Opco 1 Pledgor Release,(ii)theamendmentoftheCreditAgreement,theDepositaryAgreement,andtheSecurity Agreement comprised of the Existing Opco 1 Pledgor Release and the amendments set forth in Section 2(d), and (iii) the termination of the Existing Opco 1 Pledge Agreement.

2.Releases. Effective as of the Bluebird Bond 4 Release Date, and upon occurrence of the Payoff (as such terms are defined in the Payoff Letter):

(a)Administrative Agent, Collateral Agent, the LC Issuer and the Lenders (constituting all Lenders) hereby release OpCo Borrower 1 from its obligations as a Borrower under the Existing Credit Agreement and the other Credit Documents;

(b)Collateral Agent (acting at the direction of the Secured Parties) hereby releasesitsLienontheCollateralofOpCoBorrower1undertheExistingSecurityAgreementand releases OpCo Borrower 1 from any and all of its obligations under the Existing Security Agreement.CollateralAgent(actingatthedirectionoftheSecuredParties)herebyfurtheragrees that the obligations of OpCo Borrower 1 under the Existing Security Agreement are hereby terminated in full with no further action required by any party. In furtherance thereof, Collateral Agent hereby authorizes the filing by OpCo Borrower 1 or any designee thereof of any UCC termination statement or other filings necessary to terminate or release, as of record, any security

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interests and all notices of security interests and liens previously filed with respect to OpCo Borrower 1 under the Credit Documents;

(c)Collateral Agent (acting at the direction of the Secured Parties) hereby releasesitsLienontheCollateralundertheExistingOpco1PledgeAgreementandreleases Existing OpCo 1 Pledgor from any and all of its obligations under the Existing Opco 1 Pledge Agreement.Collateral Agent and the Existing Opco 1 Pledgor hereby further agrees that the Existing Opco 1 Pledge Agreement (and all pledges, security interests and liens granted thereunder)isherebyterminatedinfullwithnofurtheractionrequiredbyanyparty.Infurtherance thereof,CollateralAgentherebyauthorizesthefilingbyExistingOpCo1Pledgororanydesignee thereof of any UCC termination statement including the UCC-3 termination statements attached asAttachmentAtothePayoffLetter,orotherfilingsnecessarytoterminateorrelease,asofrecord, anysecurityinterestsandallnoticesofsecurityinterestsandlienspreviouslyfiledwithrespectto Existing OpCo 1 Pledgor under the Credit Documents; and

(d)Administrative Agent, Collateral Agent, the LC Issuer and the Lenders (constitutingallLenders) agreethattheBluebirdprojectshallnolongerconstitutea“Project”for purposes of the Credit Agreement and the other Credit Documents and all references to the Bluebird Project in the Credit Documents shall be disregarded entirely.

3.RepresentationsandWarranties.EachBorrowerEntityherebyrepresentsand warrants that:

(a)noDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof,orwouldresultfromtheexecution,deliveryofperformanceofthisAgreement;and

(b)eachrepresentationandwarrantysetforthinSection5oftheExistingCredit Agreement andinArticle2oftheDepositaryAgreement istrueandcorrectinallmaterial respects as of the date hereof (or, if stated to have been made on or as of an earlier date, were true and correct in all material respects on or as of such earlier date); provided that, totheextentthatanysuchrepresentationsandwarrantiesarequalifiedbymateriality,such representations and warranties are true and correct in all respects on and as of the date hereof (or,if stated to havebeen madeon or asofan earlier date, weretrue and correct in all respects on or as of such earlier date).

(c)Each Borrower Entity is duly organized and validly existing, has all requisitecorporate,limitedliabilitycompanyorpartnership(asapplicable)powerandauthorityto execute,deliverandperformthisAgreement.EachBorrowerEntityisqualifiedtodobusinessin, andisingoodstandingin,everyjurisdictionwheresuchqualificationisrequiredexceptwherethe failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(d)This Agreement (a) has been duly authorized, executed and delivered by each Borrower Entity;and(b)when executedanddelivered byeach Borrower Entityandeachof the other parties thereto will be the legal, valid and binding obligation of such Borrower, enforceableagainstsuchBorrowerEntityinaccordancewithitsterms,exceptastheenforceability

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thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(e)The execution, delivery and performance by each Borrower Entity of this Agreement does not and, to the Knowledge of such Borrower Entity, will not (a) violate any Applicable Law or Governmental Approval in any material respect, (b) violate any provision of the Organizational Documents of such Borrower Entity, (c) violate or result in a material default underanymaterialProjectDocumentormaterialindenture,agreementorotherinstrumentbinding upon such Borrower Entity or such Borrower Entity’s assets, or giverise to a right thereunder to require any material payment to be made by such Borrower Entity or (d)except for the Liens created pursuant tothe Credit Documents, result in the creationor impositionof any Lien onany asset of such Borrower Entity.

4.RepresentationsandWarranties(Sponsor).The Sponsorherebyrepresentsand warrants that:

(a)It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b)Ithasfullpowerandauthoritytoconductitsbusinessasnowconductedand as proposed to be conducted by it and to execute, deliver and perform its obligations under this Agreement.

(c)Allnecessaryactiononitspartrequiredtoauthorizetheexecution,delivery and performance of this Agreement has been duly and effectively taken.

(d)ThisAgreementhasbeendulyauthorized,executedanddeliveredbyitand constitutes its legal, valid and binding obligation, enforceable against it in accordance with the termsthereof,exceptassuchenforceabilitymaybelimitedbyapplicablebankruptcy,insolvency, reorganization,moratoriumorsimilarlawsaffectingtherightsofcreditorsgenerallyandissubject to general principles of equity (regardless of whether enforceability is considered in equity or at law), except to the extent such relief has been lawfully waived pursuant to the terms of this Agreement.

(e)None of the execution, delivery or performance by it of this Agreement violates or constitutes a default or requires consent (except for such consents that have been obtained) byany otherPerson underits organizational documents, anymateriallawapplicable to such Person or any Project, or any other material contractual obligation to which it is a party.

(f)No material consent or authorization of, filing with, or other act by or in respectof,anyarbitratororGovernmentalAuthorityisrequiredtobeobtainedbyitinconnection withtheexecution,delivery,performance,validityorenforceabilityofthisAgreement,otherthan those consents, authorizations and filings which have been obtained and which are in full force and effect or those acts which have been done.

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5.Reaffirmation of Security. Each Borrower Entity and Sponsor hereby (a) acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the termsofsuchCreditDocumentsshallbevalidandenforceableandshallnotbeimpairedorlimited bytheexecutionoreffectivenessofthisAmendmentoranyofthetransactionscontemplated hereby and (b) confirms the security interests in the Collateral granted by it pursuant to the applicable Security Documents in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents.

6.Credit Document.This Agreement constitutes a “Credit Document” for purposes oftheCreditAgreement.Fromandafterthedatehereof,allreferencestotheCreditAgreementin the Credit Documents shall be deemed to refer to the Credit Agreement as amended by this Agreement. From and after the date hereof, all references to the Depositary Agreement in the Credit Documents shall be deemed to refer to the Depositary Agreement as amended by this Agreement. Fromandafterthedatehereof, allreferencestothe Security AgreementintheCredit Documents shall be deemed to refer to the Security Agreement as amended by this Agreement.

7.Governing Law.This Agreement, and the rights and duties of the parties hereto, shall be construed and governed in accordance with the laws of the State of New York.

8.Miscellaneous.Sections 12.27 (Governing Law), Sections 12.28 (Severability of Provisions), 12.35 (Limitation on Liability), 12.31 (Submission to Jurisdiction; Waiver of Jury Trial), 12.33 (Confidentiality) and 1.2 (Interpretation) of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis.

9.Headings.All headings in this Agreement are included only for convenience and easeofreferenceandshallnotbeconsideredintheconstructionandinterpretationofanyprovision hereof.

10.BindingNatureandEffect.ThisAgreementshallbebindinguponandinuretothe benefit of each party hereto and their respective successors and permitted assigns.

11.Counterparts.This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument.

12.Electronic Execution.This Agreement shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in GlobalandNationalCommerceAct,stateenactmentsoftheUniformElectronicTransactionsAct, and/or any other relevant electronic signatures law, including relevant provisions of the UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature.Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an originalmanual signature.Each party hereto shallbeentitledtoconclusively rely

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upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature,orotherelectronicsignature,ofanypartyandshallhavenodutytoinvestigate,confirm or otherwise verify the validity or authenticity thereof.For avoidance of doubt, original manual signaturesshallbeusedforexecutionorindorsementofwritingswhenrequiredundertheUCCor other Signature Law due to the character or intended character of the writings.

13.No Modification; No Other Matters.Except as expressly provided for herein, the terms and conditions of the Operative Documents shall continue unchanged and shall remain in fullforceandeffect.Theconsentandamendmentgrantedhereinshallapplysolelytothematters setforthhereinandtotheextentexpresslysetforthhereinandsuchconsentandamendmentshall not be deemed or construed as an amendment, waiver or consent of any other matters, nor shall such consent and amendment apply to any other matters.Except as expressly provided herein, nothing herein shall be construed as or deemed to be a waiver or consent by the Administrative Agent or any Lender of any past, present or future breach or non-compliance with any terms or provisions contained in any Credit Document, and nothing herein shall abrogate, prejudice, diminish or otherwise affect any powers, rights, remedies or obligations of any Person arising before the date of this Agreement.

14.DirectiontoAdministrativeAgent.EachoftheundersignedLendersherebydirects the Administrative Agent to, on the date hereof, execute this Agreement. The Administrative Agentshallhavealloftherights,privilegesandimmunitiesaffordedtoitasAdministrativeAgent under the Credit Agreement.

15.Direction to the Collateral Agent.Each of the undersigned Lenders and the Administrative Agent hereby directs the Collateral Agent to, on the date hereof, execute this Agreement. The Collateral Agent shall have all of the rights, privileges and immunities afforded to it as Collateral Agent under the Credit Agreement.

16.Direction to the Depositary.Each of the undersigned Lenders and the AdministrativeAgentherebydirectstheDepositaryto,onthedatehereof,executethisAgreement. TheDepositary shallhaveallof therights, privilegesandimmunitiesaffordedtoitas Depositary under the Depositary Agreement.

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INWITNESSWHEREOF, theundersigned,bytheir officersthereuntodulyauthorized, have duly executed this Agreement as of the date first written above.

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RESTRICTED

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