Browse EX-10 agreements

Execution Version

CREDITAGREEMENT

DATEDASOFDecember31,2024

AMONG

MN8DEVCO3 LLC

asDevco Borrower,

MN8 BLEEKER LLC

asOpco Borrower,

THELCISSUERSPARTYHERETOFROMTIMETOTIME,

THE LENDERS PARTY HERETO FROM TIME TO TIME,

NATIXIS, NEW YORK BRANCH,

asAdministrativeAgent,

NATIXIS,NEWYORKBRANCH,

asCollateralAgent

and

NATIXIS,NEWYORKBRANCH,

asCoordinating LeadArranger, Sole Bookrunnerand Structuring Agent,

_____________________________________________________

AMERICANBEECHPROJECT,comprisinganapproximately196MWDC,140MWACsolar photovoltaic energy project located in Halifax County, North Carolina,

BLUEBIRDPROJECT,comprisinganapproximately137.6MWDC,100MWACsolar photovoltaic energy project located in Harrison County, Kentucky

and

PRAIRIEPROJECT,comprisinganapproximately183MWDC,135MWACsolarenergy photovoltaic project located in Champaign County, Illinois.

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TABLE OF CONTENTS

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Execution Version

OBSERVER RIGHTS AGREEMENT

THIS OBSERVER RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2024 (the “Effective Date”), by and among MN8 Energy LLC, a Delaware limited liability company (the “Company”), MN8 Energy Holdings LLC, a Delaware limited liability company (“MN8 Holdings”), MN8 Energy, Inc., a Delaware corporation (“MN8Energy, Inc.”), and WSI Fund II Holdings, LP (f/k/a MN8 Fund II Holdings, L.P.), a Delaware limited partnership (“Ridgewood Investor Member”). The Company, MN8 Holdings, MN8 Energy, Inc. and their respective subsidiaries are herein referred to as “MN8,” and the Company, MN8 Holdings, MN8 Energy, Inc. and Ridgewood Investor Member are herein referred to as the “Parties.” Capitalized terms used herein but not defined herein shall have the meaning assigned to such term in the Amended and Restated Limited Liability Company Agreement of MN8 Holdings, dated as of the Effective Date (the “MN8 Holdings LLC Agreement”).

Recitals

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AMENDMENTNO.1TOTHECREDIT AGREEMENT

ThisAMENDMENTNO.1TOTHECREDITAGREEMENT(this“Amendment”),is made as of March 27, 2024, by and among MN8 ENERGY LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties party hereto, each of the Lenders from time to timepartyhereto(the“Lenders”)andJPMORGANCHASEBANK,N.A.,asadministrativeagent (in such capacity, the “Administrative Agent”), under that certain Credit Agreement, dated as of February3,2023,(the“CreditAgreement”),byandamongtheBorrower,theLenders,theIssuing Lenders and the Administrative Agent.

Capitalized terms used herein without definition shall have the meaning assigned to such terms in Section1.01 of the Credit Agreement, and the interpretive provisions set forth in Sections1.02 through 1.03 of the Credit Agreement shall apply to this Amendment, mutatis mutandis, as if fully set forth herein.

RECITALS:

WHEREAS,theBorrowerhasrequestedamendmentstocertaintermsoftheCredit Agreement as hereinafter provided;

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Execution Version

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2024 (the “Effective Date”), by and among MN8 Energy LLC, a Delaware limited liability company (the “Company”), MN8 Energy Holdings LLC, a Delaware limited liability company (“Ultimate Parent Company”), MN8 Energy, Inc., a Delaware corporation (“PubCo”), and Mercuria Clean Energy Investments BV (“Mercuria Investor Member”). The Company, Ultimate Parent Company, PubCo and their respective subsidiaries are herein referred to as “MN8,” and the Company, 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 Fourth Amended and Restated Limited Liability Company Agreement of the Company, dated as of the Effective Date (the “Company LLC Agreement”).

Recitals

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ExecutionVersion

SECONDAMENDMENTTOCREDITAGREEMENT

ThisSECONDAMENDMENT(the“Amendment”),datedasofJune12,2025,isexecuted 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, “AdministrativeAgent”),MN8DevCo3LLC,aDelawarelimitedliabilitycompany(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. Capitalizedterms usedbut nototherwise defined herein shallhave themeanings ascribedto such terms in the Credit Agreement (as defined below).

RECITALS

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Execution Version

INVESTORRIGHTSAGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2024 (the “Effective Date”), by and among MN8 Energy LLC, a Delaware limited liability company (the “Company”), MN8 Energy Holdings LLC, a Delaware limited liability company (“Ultimate Parent Company”), MN8 Energy, Inc., a Delaware corporation (“PubCo”), and WSI Fund II Holdings, LP (f/k/a MN8 Fund II Holdings, L.P.) (“RidgewoodInvestor Member”). The Company, Ultimate Parent Company and PubCo (collectively, “MN8” and MN8 and their respective subsidiaries are herein referred to as “MN8 Entities,” and the Company, 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 meaningsassignedtosuchtermsintheFourthAmendedandRestatedLimitedLiabilityCompany Agreement of the Company, dated as of the Effective Date (the “Company LLC Agreement”).

Recitals

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SIXTHOMNIBUSAMENDMENT

This SIXTH OMNIBUS AMENDMENT (the “Agreement”), dated as of February23, 2026, is executed to be effective immediately by Natixis, New York Branch, in its capacity as theadministrativeagentfortheLenders(asdefinedbelow)(togetherwithitssuccessors,designees andassignsinsuchcapacity,“AdministrativeAgent”),Natixis,NewYorkBranch,initscapacity 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, 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”), and MN8 Bleeker2LLC,aDelawarelimitedliabilitycompany,(the“OpcoBorrower2”,andtogetherwith theDevcoBorrower,the“Borrowers”),andtheLenderspartyhereto.Capitalizedtermsusedbut not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).

RECITALS

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WAIVER,CONSENTANDAMENDMENTTOCREDITAGREEMENT

ThisWAIVER,CONSENTANDAMENDMENTTOCREDITAGREEMENT(this “Agreement”), dated as of April 15, 2026, is by and among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), MN8 Energy LLC, a Delaware limited liability company (the “Guarantor”), each lender party to the Credit Agreement (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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CONSENTANDSECONDOMNIBUSAMENDMENT

ThisCONSENTANDSECONDOMNIBUSAMENDMENT(the“Amendment”),dated as of August 27, 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 as the collateral agent for the Secured Parties (together with its successors, designees and assigns insuchcapacity,“CollateralAgent”),MN8DevCo3LLC,aDelawarelimitedliabilitycompany (the “Devco Borrower”), MN8 FMG Class B LLC, a Delaware limited liability company (the “Opco Borrower 1”), MN8 Bleeker 2 LLC, a Delaware limited liability company, (the “Opco Borrower2”,andtogetherwiththeDevcoBorrowerandtheOpcoBorrower1,the“Borrowers”), American Beech Solar LLC, a North Carolina limited liability company (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 Comp

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ExecutionVersion

SEVENTHAMENDMENT TOCREDITAGREEMENT

This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated asofNovember22,2024,byandamongGSRPWAREHOUSEILLC,aDelawarelimitedliability company (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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Execution Version

AMENDMENTNO.2TOTHECREDITAGREEMENTANDSECURITY

AGREEMENT

ThisAMENDMENTNO.2TOTHECREDITAGREEMENTANDSECURITY AGREEMENT (this “Amendment”), is made as of May 12, 2026, by and among MN8 Energy LLC, a Delaware limited liability company (the “Existing Borrower” or the “Pledgor”), MN8 ENERGY OPERATING COMPANY LLC, a Delaware limited liability company (the “NewBorrower”), each of the parties identified on the signature pages hereto as a Loan Guarantor (the “Loan Guarantors”; and, together with the New Borrower, the “Loan Parties”), each of theparties identified on the signature pages hereto as a Lender (the “Lenders”), each of the parties identified on the signature pages hereto as a Performance LC Issuing Bank (the “PerformanceLC Issuing Banks”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for itself and for the Secured Parties (as defined in the Amended Credit Agreement identified below).

RECITALS:

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NINTHAMENDMENTANDWAIVERTOCREDITAGREEMENT

ThisNINTHAMENDMENTANDWAIVERTOCREDITAGREEMENT(this“Agreement”), dated as of March 13, 2026, by and among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), each lender party to the Credit Agreement (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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