EX-10.22

Exhibit 10.22

CONSENTANDAMENDMENT

ThisCONSENTANDAMENDMENT(the“ConsentandAmendment”),datedasofJune 23, 2025, is executed by Natixis, New York Branch, in its capacity as the administrative agent for the Lenders (as defined below) (together with its successors, designees and assigns in such capacity, “Administrative Agent”), MN8 DevCo 3 LLC, a Delaware limited liability company (the “Devco Borrower”), MN8 Bleeker LLC, a Delaware limited liability company (the “Opco Borrower”, and together with the Devco Borrower, the “Borrowers”), and the Lenders party hereto, American Beech SolarLLC, a limited liability companydulyformedand validlyexisting underthelawsoftheStateofNorthCarolina(the“AmericanBeechProjectCompany”),Bluebird Solar LLC, a limited liability company duly formed and validly existing under the laws of the Commonwealth of Kentucky (the “Bluebird Project Company”), Bluebird Solar Investments LLC, a limited liability company duly formed and validly existing under the laws of the Commonwealth of Kentucky (the “Bluebird IRB SPV”), Prairie Solar Holdings LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “Prairie Holdings”), Prairie Solar 1, LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “Prairie Project Company”), MN8 FMG Class B LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “FMG Class B Member”), MN8 FMG LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware (the “Bluebird TE Partnership”), MN8 Energy Development Company LLC, a Delaware limited liability company (“DevCo Pledgor”), MN8 Portfolio IV LLC, a Delaware limited liability company (“OpCo Pledgor” and together with the Borrowers, American Beech Project Company, Bluebird Project Company,BluebirdIRBSPV,PrairieHoldings,PrairieProjectCompany,FMGClassBMember, Bluebird TE Partnership and the DevCo Pledgor, the “Borrower Entities” and each a “Borrower Entity”).Capitalizedtermsusedbutnototherwisedefinedhereinshallhavethemeaningsascribed to such terms in the Credit Agreement (as defined below).

RECITALS

A.WHEREAS, theBorrowershaveenteredinto thatcertainCredit Agreement,dated asofDecember31,2024,asamendedbythatcertainFirstAmendmenttoCreditAgreement,dated asofMay6,2025,thatcertainSecondAmendmenttoCreditAgreement,datedJune12,2025and that certain Consent and Omnibus Amendment to Credit Agreement, dated June 13, 2025 (the “Existing Credit Agreement” and,asfurtheramended,restated, extended,amendedandrestated, supplemented or otherwise modified from time to time, including pursuant to this Consent and Amendment, the “Credit Agreement”), with the financial institutions from time to time party 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,thatcertainRenewableEnergyProductPurchaseAgreement,datedas of September26,2023,byand between Prairie Solar 1, LLC, aDelaware limitedliabilityproject company (the “Prairie Project Company”) and Akamai Technologies, Inc., a Delaware corporation (“Akamai”), is a Project Document under the Existing Credit Agreement.

C.WHEREAS, the Prairie Project Company wishes to enter into that certain First Amendment to Renewable Energy Product Purchase Agreement, by and between Prairie Project Company and Akamai (the “Akamai PPA Amendment”).

D.WHEREAS, pursuant to Section 8.13 of the Credit Agreement, the consent of the Required Lenders is required for the applicable Project Group Members to enter into an amendment of any Project Document, subject to certain exceptions.

E.WHEREAS, Bluebird Solar LLC (the “Bluebird Project Company”) wishes to enter into that certain Virtual Power Purchase Agreement, by and between Bluebird Project Company and Statkraft US LLC (the “Statkraft PPA”).

F.WHEREAS, Section 8.12 of the Credit Agreement restricts the Borrowers and Project Group Members from entering into any Additional Project Documents without the prior written consent of the Required Lenders; provided, however, that, to the extent the Required LendersapprovetheexecutionofeachsuchAdditionalProjectDocument,theBorrowersshalluse commercially reasonably efforts to also deliver to the Required Lenders a consent to collateral assignment of each such Additional Project Document in form and substance reasonably satisfactory to the Required Lenders.

G.WHEREAS,inconnectionwiththeexecutionoftheAkamaiPPAAmendment,the Borrowers wish to amend certain provisions of the Existing Credit Agreement.

H.WHEREAS, the Borrowers wish to obtain an increase of the existing LC Commitment in an aggregate amount of $3,962,302, pursuant to Section 2.4 of the Credit Agreement and which shall be provided by the LC Issuer and effective on the Amendment Effective Date pursuant to the terms and conditions set forth herein.

I.WHEREAS, pursuanttoSection12.20oftheCreditAgreement, theconsentofall LendersisrequiredfortheBorrowertoenterintoanyamendmentorwaiverthatshallincreaseany Commitment of any Lender, subject to certain exceptions.

J.WHEREAS, the Borrowers request that (i) the Required Lenders consent to the execution and delivery by the parties thereto of the Akamai PPA Amendment and the Statkraft PPA and (ii) all Lenders and the Administrative Agent agree to amend the Credit Agreement as set forth below.

K.WHEREAS,theundersignedLendersconstitutingallLendershaveagreedtosuch consents and amendments to the Credit Agreement, 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:

CONSENTANDAMENDMENT

1.Consent.

(a)Pursuant to Section 8.13 of the Existing Credit Agreement, as of the AmendmentEffectiveDate,theundersignedLenders(constitutingtheRequiredLenders)consent to the execution of the Akamai PPA Amendment by the Prairie Project Company.

(b)Pursuant to Section 8.12 of the Existing Credit Agreement, as of the AmendmentEffectiveDate,theundersignedLenders(constitutingtheRequiredLenders)consent to the execution of the Statkraft PPA by the Bluebird Project Company.

2.Amendment.Effective as of the Amendment Effective Date, the Borrowers, the Administrative Agent and the undersigned Lenders constituting all Lenders hereby agree as follows:

(a)Section 2.4(a)(i) of the Existing Credit Agreement is hereby amended by deleting thereference to“fiftymillion,two hundred sixty-seven thousand, seven hundred eighty-fiveDollars($50,267,785)”andreplacingitwith“fifty-fourmillion,twohundredthirtythousand, eighty-seven Dollars ($54,230,087)”.

(b)Schedule1.1(a)(Commitments)totheExistingCreditAgreementishereby amended and restated in its entirety as set forth in Exhibit Ahereto.

(c)Schedule12.22(a)(ProjectCommitments)totheExistingCreditAgreement is hereby amended and restated in its entirety as set forth in Exhibit Bhereto.

3.RepresentationsandWarranties.    TheBorrowerEntitiesherebyrepresentand warrant that:

(a)NoDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof or would result from the execution, delivery of performance of this Consent and Amendment.

(b)Each representation and warranty set forth in Article 5 of the Credit Agreement and in Article III of the Security Agreement and each Pledge Agreement is true and correctinallmaterialrespectsasoftheAmendmentEffectiveDate(or,ifstatedtohavebeenmade on or as of an earlier date, were true and correct in all material respects on or as of such earlier date); provided that, to the extent that any such representations and warranties are qualified by materiality,suchrepresentationsandwarrantiesaretrueandcorrectinallrespectsonandasofthe Amendment Effective Date (or, if stated to have been made on or as of an earlier date, were true and correct in all respects on or as of such earlier date).

(c)Each Borrower Entity is duly organized and validly existing, has all requisite limited liability power and authority to execute, deliver and perform this Consent and Amendment.EachBorrowerEntityisqualifiedtodobusinessin,andisingoodstandingin,every

jurisdiction wheresuch qualificationisrequiredexcept wherethefailuretodoso, individuallyor in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(d)This Consent and Amendment (a) has been duly authorized, executed and deliveredbyeachBorrowerEntity;and(b)whenexecutedanddeliveredbyeachBorrowerEntity andeachoftheotherpartiestheretowillbethelegal,validandbindingobligationofsuchBorrower Entity, enforceable against such Borrower Entity in accordance with its terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratoriumorothersimilarlawsaffectingtheenforcementofcreditors’rightsgenerallyand (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 ConsentandAmendmentdonotand,totheKnowledgeofsuchBorrowerEntity,willnot (a) violateanyApplicableLaworGovernmentalApprovalinanymaterialrespect,(b) violateany provision of the Organizational Documents of such Borrower Entity, (c) violate or result in a material default under any material Project Document or material indenture, agreement or other instrument binding upon such Borrower Entity or such Borrower Entity assets, or give rise to a rightthereundertorequireanymaterialpaymenttobemadebysuchBorrowerEntityor(d)except fortheLienscreated pursuanttotheCreditDocuments, resultinthecreationorimpositionofany Lien on any asset of such Borrower Entity.

4.Effectiveness.This Consent and Amendment shall be effective on the date (the “AmendmentEffectiveDate”)onwhicheachofthefollowingconditionsshallhavebeensatisfied to the satisfaction of the Administrative Agent and all the Lenders:

(a)Receipt by the Administrative Agent of an executed counterpart of this Consent and Amendment fromeach ofthe Borrower Entities, allLenders and the Administrative Agent (which may include a copy transmitted by facsimile or PDF or other electronic method).

(b)Delivery to the Administrative Agent of a copy of certified true, complete and correct executed copy of the Akamai PPA Amendment substantially in the form attached hereto as Exhibit C, which shall be in full force and effect on the Amendment Effective Date, as certified by the Borrowers.

(c)Delivery to the Administrative Agent of a copy of certified true, complete andcorrectexecutedcopyoftheStatkraftPPAsubstantiallyintheformattachedheretoasExhibitD, which shall be in full force and effect on the Amendment Effective Date, as certified by the Borrowers.

(d)Delivery to the Administrative Agent of a copy of one or moreresolutions or other authorizations of each Borrower Entity certified by a responsible officer of each such entityasbeinginfullforceandeffectontheAmendmentEffectiveDate,authorizingtheexecution, delivery and performance of this Consent and Amendment.

(e)Delivery to the Administrative Agent of a certificate from the Borrower Entities signed by a responsible officer of each such entity and dated as of the Amendment EffectiveDate, asto the incumbency of thenaturalpersonsauthorized to executeand deliver this Consent and Amendment.

(f)Paymentofallfees, costsandotherexpenses(includingallreasonableout-of-pocketcosts, feesandexpenses(includinglegalexpenses))andallotheramountsthendueand payable by the Borrowers pursuant to the Credit Documents.

(g)TherepresentationsandwarrantiessetforthinSection3aretrueandcorrect as of the Amendment Effective Date.

(h)NoDefaultorEventofDefaulthasoccurredandiscontinuingasofthedate hereof or would result from the execution, deliver and performance of this Consent and Amendment.

5.Reaffirmation of Security. Each Borrower Entity hereby (a) acknowledges and agrees that each of theCredit Documents to whichit is apartyor otherwise boundshall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of securityinterestsandotherobligations,asapplicable,underandsubjecttothetermsofsuchCredit Documentsshallbevalidandenforceableandshallnotbeimpairedorlimitedbytheexecutionor effectiveness of this Consent Amendmentorany of thetransactions contemplated herebyand(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.CreditDocument.ThisConsentandAmendmentconstitutesa“CreditDocument” for purposes of the Credit Agreement. From and after the Amendment Effective Date, all referencestotheCreditAgreementintheCreditDocumentsshallbedeemedtorefertothe Credit Agreement as amended by this Consent and Amendment.

7.Governing Law.This Consent and Amendment, 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 Consent and Amendment are included only for convenienceandeaseof referenceandshallnotbeconsideredintheconstructionandinterpretation of any provision hereof.

10.Binding Nature and Effect.This Consent and Amendment shall be binding upon andinuretothebenefitofeachpartyheretoandtheirrespectivesuccessorsandpermittedassigns.

11.Counterparts.This Consent and Amendment may be executed in multiple counterparts,eachofwhichshallbedeemedanoriginalforallpurposes,butallofwhichtogether shall constitute one and the same instrument.

12.Electronic Execution.This Consent and Amendment shall be valid, binding, and enforceableagainstapartyonlywhenexecutedanddeliveredbyanauthorizedindividualonbehalf ofthepartybymeansof(i)anyelectronicsignaturepermittedbythefederalElectronicSignatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act,and/oranyotherrelevantelectronicsignatureslaw,includingrelevantprovisionsoftheUCC (collectively,“SignatureLaw”);(ii)anoriginalmanualsignature;or(iii)afaxed,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 asan originalmanual signature.Each party hereto shall beentitledtoconclusively rely 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.The consentandamendmentgrantedhereinshallapplysolelytothematters setforthhereinandtotheextentexpresslysetforthhereinandsuch consentandamendmentshall 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 Consent and Amendment.

14.DirectiontoAdministrativeAgent.EachoftheundersignedLendersherebydirects the Administrative Agent to, on the Amendment Effective Date, execute this Consent and Amendment.The Administrative Agent shall have all of the rights, privileges and immunities afforded to it as Administrative Agent under the Credit Agreement.

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

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