Browse EX-10 agreements

Execution Version

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of August 17, 2026, by and between SE Global Holdings, Inc., a Delaware corporation (the “Company”), and NVIDIA Corporation, a Delaware corporation (the “Investor”).

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.    Purchase and Sale of Shares.

(a)    Sale and Issuance of Shares of Class N Common Stock. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company, and the Company agrees to sell and issue to the Investor, shares of the Company’s Class N Common Stock, a class of non-voting (whether for directors or other matters, except where voting is required by law) common stock, par value $0.0001 per share, to be authorized and designated prior to the closing of an Initial Public Offering (the “Class N Common Stock”), at a price per share equal to the per share initial public offering price (before underwriting discounts and expenses) in the Initial Public Offering (as defined below) (the “IPO Price”). The Company agrees to sell and issue t

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Execution Version

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS PREPAID FORWARD CONTRACT AND UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

ENERGY GLOBAL, LP

PREPAID FORWARD CONTRACT

THIS CERTIFIES THAT in exchange for the prepayment by NVIDIA Corporation (the “Investor”) of $1,500,000,000 (the “Purchase Amount”) to Energy Global, LP, a Delaware limited partnership (the “Company”), the Company agrees to deliver, or cause the IPO Entity to deliver, shares of Capital Stock of the IPO Entity (as defined below) to the Investor upon satisfaction of the conditions set forth herein (such instrument, this “Agreement”), subject to the terms described below. See Section 2for certain defined terms.

1.    Events

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Execution Version

AMENDED AND RESTATED TAX SHARING AGREEMENT

This Amended and Restated Tax Sharing Agreement (the “Agreement”), is entered into as of November 29, 2023, by and between SB Group US, Inc., a Delaware corporation (“SoftBank”), and SB Energy Global, LLC, a Delaware limited liability company (“SBE”) (individually referred to as a “Party” and collectively referred to as the “Parties”).

WHEREAS, SoftBank Group Corp. is the parent company of a multinational group of companies primarily engaged in the business of owning and operating telecommunication businesses;

WHEREAS, SoftBank and SBE file unitary combined income tax returns under governing laws of U.S. state and local jurisdictions in which such Parties are required to file on a combined basis;

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LOAN AGREEMENT

between

IP BACKLOG LAND HOLDINGS, LLC

(Borrower)

and

FORETHOUGHT LIFE INSURANCE COMPANY

(Lender)

September 10, 2020

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS											1
									Section 1.1	Terms Defined	1
									Section 1.2	Rules of Construction	13

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FIRST AMENDMENT AND CONSENT TO FINANCING AGREEMENT

This First Amendment and Consent to Financing Agreement (this “Agreement”), dated as of October 18, 2021, is made by and between SE TITAN, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), MUFG BANK, LTD., in its capacity as Administrative Agent (the “Administrative Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, in its capacities as Collateral Agent for the Secured Parties (the “Collateral Agent”) and Depositary, and the Lenders party hereto.

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AMENDED AND RESTATED

FINANCING AGREEMENT

Dated as of November 16, 2020

by and among

SE TITAN, LLC,

a Delaware limited liability company, as Borrower,

MUFG BANK, LTD.,

as Administrative Agent,

MUFG UNION BANK, N.A.,

as the Sole and Exclusive Coordinating Lead Arranger,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent,

MUFG UNION BANK, N.A.,

COBANK, ACB,

BAYERISCHE LANDESBANK, NEW YORK BRANCH,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

SOCIETE GENERALE,

SUMITOMO MITSUI BANKING CORPORATION,

and

ING CAPITAL LLC,

as Mandated Lead Arrangers

COBANK, ACB,

as Issuing Bank,

and

THE LENDERS PARTY HERETO,

as Lenders

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SECONDAMENDMENTTOFINANCINGAGREEMENT

This Second Amendment to Financing Agreement (this “Amendment”), dated as of January 31, 2022, is made by and between SE TITAN, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), MUFG BANK, LTD., in its capacity as Administrative Agent (the “Administrative Agent”), and the Lenders party hereto.

WHEREAS, reference is made to the Amended and Restated Financing Agreement, dated as of November 16, 2020, among the Borrower, the Administrative Agent, the Lenders party thereto or who subsequently become party thereto pursuant to the terms thereof and each other Person that may become party thereto from time to time (as amended, modified and supplemented and in effect from time to time, the “Financing Agreement”);

WHEREAS,theBorrowerwishestoextendtheLoanMaturityDatetoFebruary 18, 2022;

WHEREAS,pursuanttoSection11.2(a)oftheFinancingAgreement,theBorrower shallnotextendthe Loan MaturityDatewithouttheconsentof allaffected Lenders; and

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Execution Version

FINANCINGAGREEMENT

DatedasofMarch19,2026

among

ATHOSSTORAGEMEMBERB,LLC,

aDelawarelimitedliabilitycompany

(as a Borrower)

ATHOSSTORAGE,LLC,

aDelawarelimitedliabilitycompany

(as a Borrower)

MUFGBANK,LTD.,

(asAdministrativeAgent,CoordinatingLeadArrangerandSoleBookrunnerwithrespecttothe Construction Loan Facility and LC Facility, Swap Coordinator, Co-Documentation Agent and Modeling Bank)

SUMITOMOMITSUIBANKINGCORPORATION,

(asCoordinatingLeadArrangerandSoleBookrunnerwithrespecttotheBridgeLoanFacility, Green Loan Structuring Agent, Co-Documentation Agent and Diligence Coordinator)

TRUISTSECURITIES,INC.,

(asJointLeadArranger)

TRUISTBANK,

(asCollateralAgent)

INGCAPITALLLC,

(asJointLeadArrangerandGreenLoanStructuringAgent)

SOCIÉTÉGÉNÉRALE,

(asJointLeadArranger)

and

THELENDERSPARTYHERETOFROMTIMETOTIME

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FINANCING AGREEMENT

Dated as of November 16, 2023

Among

ORION 2 MEMBER B, LLC

a Delaware limited liability company

(as a Borrower)

and

BEN MILAM SOLAR 2 LLC

a Delaware limited liability company

(as a Borrower)

and

MUFG BANK, LTD.

(as Coordinating Lead Arranger, Co-Syndication Agent and Administrative Agent)

and

U.S. BANK TRUST COMPANY N.A.

(as Collateral Agent)

U.S. BANK N.A.

(as Depositary)

and

ING CAPITAL LLC,

(as Co-Syndication Agent, Joint Lead Arranger and Green Loan Structuring Agent)

and

MIZUHO BANK, LTD.

(as Joint Lead Arranger)

and

SUMITOMO MITSUI BANKING CORPORATION

(as Joint Lead Arranger and Green Loan Structuring Agent)

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

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FINANCING AGREEMENT

Dated as of March 13, 2026

Among

LIBRA MEMBER B, LLC,

a Delaware limited liability company

(as a Borrower)

and

LIBRA SOLAR LLC,

a Delaware limited liability company

(as a Borrower)

and

ING CAPITAL LLC,

(as Coordinating Lead Arranger, Bookrunner, Co-Syndication Agent, Sole Green Loan

Structuring Agent and Diligence Agent)

MIZUHO BANK, LTD.,

(as Coordinating Lead Arranger, Bookrunner, Co-Structuring Bank, Co-Syndication

Agent, Swap Coordinator and Modeling Bank)

MUFG BANK, LTD.,

(as Administrative Agent, Coordinating Lead Arranger, Bookrunner, Co-Structuring

Bank, Co-Syndication Agent and Documentation Agent)

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, LANDESBANK

HESSEN-THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, JPMORGAN

CHASE BANK, N.A., NATIXIS, NEW YORK BRANCH, ROYAL BANK OF CANADA,

SOCIÉTÉ GÉNÉRALE AND TRUIST SECURITIES, INC.,

(each as Coordinating Lead Arranger)

THE HUNTINGTON NATIONAL BANK AND COMMONWEALTH BANK OF

AUSTRALIA,

(each as Joint Lead Arranger)

KEYBANC CAPITAL MARKETS INC.,

(as Mandated Lead Arranger)

and

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CREDIT AGREEMENT

Dated as of May 12, 2025

among

ANGIOLA EAST, LLC,

as Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent,

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

________________________________________________________

BANK OF AMERICA, N.A.,

as a Coordinating Lead Arranger and Sole Bookrunner

KEYBANC CAPITAL MARKETS INC.,

as a Coordinating Lead Arranger

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FINANCING AGREEMENT

Dated as of June 15, 2023

Among

ORION 3 MEMBER B, LLC

a Delaware limited liability company

(as a Borrower)

and

BEN MILAM SOLAR 3 LLC

a Delaware limited liability company

(as a Borrower)

and

MIZUHO SECURITIES USA LLC

(as Sole Coordinating Lead Arranger)

and

MIZUHO BANK, LTD.

(as Administrative Agent, Sole Bookrunner and Co-Syndication Agent)

and

U.S. BANK TRUST COMPANY N.A.

(as Collateral Agent)

U.S. BANK N.A.

(as Depositary)

and

SUMITOMO MITSUI BANKING CORPORATION

(as Co-Syndication Agent and Joint Lead Arranger)

and

MUFG BANK, LTD.

(as Joint Lead Arranger)

and

ING CAPITAL LLC,

(as Green Loan Structuring Agent and Joint Lead Arranger)

THE LENDERS PARTY HERETO FROM TIME TO TIME

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