Browse EX-10 agreements

CONSENTANDTHIRDOMNIBUSAMENDMENT

ThisCONSENTANDTHIRDOMNIBUSAMENDMENT(the“Amendment”),datedas of November 3, 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 andassignsinsuchcapacity,“AdministrativeAgent”),Natixis,NewYorkBranch,initscapacity asthe collateralagentfor theSecured Parties (together withitssuccessors, designees and assigns in such capacity, “Collateral Agent”), U.S. Bank National Association, in its capacity as the depositary (together with its successors, designees and assigns in such capacity, “Depositary”), MN8DevCo3LLC,aDelawarelimitedliabilitycompany(the“DevcoBorrower”),MN8FMG Class B LLC, a Delaware limited liability company (the “Opco Borrower 1”), MN8 Bleeker 2 LLC,aDelawarelimitedliabilitycompany,(the“OpcoBorrower2”,andtogetherwiththeDevco Borrower and the Opco Borrower 1, the “Borrowers”), American Beech Solar LLC, a North Carolinalimited liability company (the“American Beech Project Company”), American Beech Solar Holdings LLC, a Delaware limited

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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

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AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [_____] (the “Effective Date”), by and among MN8 Energy LLC, a Delaware limited liability company (“MN8 Energy”), MN8 Energy Holdings LLC, a Delaware limited liability company (“Ultimate Parent Company” or the “Company”), MN8 Energy, Inc., a Delaware corporation (“PubCo”), and WSI Fund II Holdings, LP (f/k/a MN8 Fund II Holdings, L.P.) (“Ridgewood Investor Member”). MN8 Energy, Ultimate Parent Company and PubCo (collectively, “MN8” and MN8 and their respective subsidiaries are herein referred to as “MN8 Entities,” and MN8 Energy, Ultimate Parent Company, PubCo and the Ridgewood Investor Member are herein referred to as the “Parties.” Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Second Amended and Restated Limited Liability Company Agreement of the Ultimate Parent Company, dated as of the Effective Date (the “Company LLC Agreement”).

Recitals

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RELEASE,JOINDER,CONSENTANDFIFTHAMENDMENTTOCREDITAGREEMENT

ThisRELEASE,JOINDER,CONSENTANDFIFTHAMENDMENTTOCREDIT AGREEMENT (the “Amendment”), dated as of July 9, 2025, is executed by Natixis, New York Branch, in its capacity as the administrative agent for the Lenders (as defined below) (together withitssuccessors,designeesandassignsinsuchcapacity,“AdministrativeAgent”),Natixis,New York Branch, in its capacity as the collateral agent for the Secured Parties (together with its successors, designees and assigns in such capacity, “Collateral Agent”), U.S. Bank National Association, a national banking association, as the securities intermediary (in such capacity, the “Depositary”), Natixis, New York Branch, in its capacity as the LC issuer (together with its successors,designeesandassignsinsuchcapacity,“LCIssuer”),MN8DevCo3LLC,aDelaware limited liability company (the “Devco Borrower”), MN8 Bleeker LLC, a Delaware limited liabilitycompany(“MN8Bleeker”),MN8Bleeker2LLC,aDelawarelimitedliabilitycompany (“MN8Bleeker2”),MN8Bleeker2HoldCoLLC,aDelawarelimitedliabilitycompany(“MN8 Bleeker 2 HoldCo

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OMNIBUSAMENDMENTTOCREDITAGREEMENTANDSECURITY

AGREEMENT

ThisOMNIBUSAMENDMENTTOCREDITAGREEMENTANDSECURITY AGREEMENT (this “Agreement”), dated as of February 13, 2026, is by and among GSRP WAREHOUSE ILLC,a Delawarelimitedliabilitycompany(the “Borrower”), eachlenderparty to the Credit Agreement (collectively, the “Lenders” and individually, a “Lender”), each issuing bankpartytotheCreditAgreement(insuchcapacities,collectivelythe“IssuingBanks”andeach an“IssuingBank”),U.S.BANKNATIONALASSOCIATION,assuccessor-by-mergertoMUFG Union Bank, N.A., as collateral agent and depositary bank (in such capacity, together with its successorsandassigns,the“CollateralAgent”),andMUFGBANK,LTD.,asadministrativeagent (in such capacity, together with its successors and assigns, the “Administrative Agent”).

PRELIMINARYSTATEMENTS:

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Final Form

AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [_____] (the “Effective Date”), by and among MN8 Energy LLC, a Delaware limited liability company (“MN8 Energy”), MN8 Energy Holdings LLC, a Delaware limited liability company (“Ultimate Parent Company” or the “Company”), MN8 Energy, Inc., a Delaware corporation (“PubCo”), and Mercuria Clean Energy Investments BV (“Mercuria Investor Member”). MN8 Energy, Ultimate Parent Company, PubCo and their respective subsidiaries are herein referred to as “MN8,” and MN8 Energy, Ultimate Parent Company, PubCo and the Mercuria Investor Member are herein referred to as the “Parties.” Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Second Amended and Restated Limited Liability Company Agreement of the Ultimate Parent Company, dated as of the Effective Date (the “Company LLC Agreement”).

Recitals

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FIRSTAMENDMENT TOCREDIT AGREEMENT

ThisFIRSTAMENDMENT(the“Amendment”),datedasofMay6,2025,isexecutedby Natixis,NewYorkBranch,initscapacityastheadministrativeagentfortheLenders(asdefined 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 withtheDevcoBorrower,the“Borrowers”),andtheLenderspartyhereto.Capitalizedtermsused but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).

RECITALS

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CONSENTANDOMNIBUSAMENDMENT

ThisCONSENTANDOMNIBUSAMENDMENT(the“Amendment”),datedasofJune 13, 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”), Natixis, New York Branch, in its capacity as the collateral agentfortheSecuredParties(togetherwithitssuccessors,designeesandassignsinsuchcapacity, “Collateral Agent”), U.S. Bank National Association, a national banking association, as the securities intermediary (in such capacity, the “Depositary”), 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”), American Beech Solar LLC, a North Carolina limited liability company (the “American Beech Project Company”), Bluebird Solar LLC, a Kentucky limited liability company (the “Bluebird Project Company”), Bluebird Solar Investments LLC, a Kentucky limited liability company (“Blu

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CREDIT AGREEMENT

dated as of

February3,2023

among

MN8ENERGYLLC

The Lenders Party Hereto

JPMORGANCHASEBANK,N.A.

asAdministrativeAgent

and

WELLSFARGOBANK,NATIONALASSOCIATION,

HSBC BANK USA, NATIONAL ASSOCIATION

and

SOCIÉTÉ GÉNÉRALE,

asCo-SyndicationAgents

________________________________

JPMORGANCHASEBANK,N.A.

and

BofASECURITIES,INC.,

asJointBookrunnersandJointLeadArrangers

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Tableof Contents

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FOURTHOMNIBUSAMENDMENT

ThisFOURTHOMNIBUSAMENDMENT(the“Agreement”),datedasofNovember24, 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”), Natixis, New York Branch, in its capacity as the collateral agentfortheSecuredParties(togetherwithitssuccessors,designeesandassignsinsuchcapacity, “Collateral Agent”), U.S. Bank National Association, in its capacity as the depositary (together with its successors, designees and assigns in such capacity, “Depositary”), MN8 DevCo 3 LLC, a Delaware limited liability company (the “Devco Borrower”), MN8 FMG Class B LLC, a Delaware limited liability company (the “Opco Borrower 1”), and MN8 Bleeker 2 LLC, a Delaware limited liability company, (the “Opco Borrower 2”, and together with the Devco BorrowerandtheOpcoBorrower1,the“Borrowers”),andtheLenderspartyhereto.Capitalized termsusedbutnototherwisedefinedhereinshallhavethemeaningsascribedtosuchtermsinthe Credit Agreement (as defined belo

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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 comp

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ExecutionVersion

SIXTHAMENDMENT TOCREDIT AGREEMENT

ThisSIXTHAMENDMENTTOCREDITAGREEMENT(this“Agreement”),datedasof June25,2024,byandamongGSRPWAREHOUSEILLC,aDelawarelimitedliabilitycompany (the “Borrower”), the lenders party to the Credit Agreement constituting the Required Lenders (collectively, the “Lenders” and individually, a “Lender”) and MUFG BANK, LTD., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”).

PRELIMINARYSTATEMENTS:

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