Browse EX-10 agreements

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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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 August 4, 2023

Among

ORION 1 MEMBER B, LLC

a Delaware limited liability company

(as a Borrower)

and

BEN MILAM SOLAR 1 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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ARTICLE 1							CONSTRUCTION LOAN AND TAX EQUITY BRIDGE LOAN FACILITIES	2

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AMENDMENT NO. 1 AND CONSENT TO FINANCING AGREEMENT

This Amendment No. 1 and Consent to Financing Agreement (this “Agreement”) is entered into as of May 9, 2025 (the “Effective Date”) by and among PELICANS JAW MEMBER B, LLC, a Delaware limited liability company (the “Class B Member”), PELICANS JAW SOLAR, LLC, a Delaware limited liability company (the “Project Company” and, together with the Class B Member, each individually a “Borrower” and, collectively, the “Borrowers”), PELICANS JAW TE HOLDCO, LLC, a Delaware limited liability company (the “Tax Holdco”), PELICANS JAW CONSTRUCTION HOLDCO, LLC, a Delaware limited liability company (the “Construction Holdco”), PELICANS JAW CLASS B MEMBER HOLDCO, LLC, a Delaware limited liability company (the “Parent”), SBE US HOLDINGS ONE, LLC, a Delaware limited liability company (the “Sponsor”), MUFG BANK, LTD., as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), U.S. Bank Trust Company National Association, as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) and the Lenders party hereto (constituting the Supermajority Lenders).

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FINANCING AGREEMENT

Dated as of December 23, 2024

Among

PELICANS JAW MEMBER B, LLC,

a Delaware limited liability company

(as a Borrower)

and

PELICANS JAW 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 Coordinator)

MIZUHO BANK, LTD.,

(as Coordinating Lead Arranger, Bookrunner, Co-Syndication Agent, Swap Coordinator

and Modeling Bank)

MUFG BANK, LTD.,

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

and

SUMITOMO MITSUI BANKING CORPORATION, COMMONWEALTH BANK OF AUSTRALIA, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA, SOCIÉTÉ GÉNÉRALE, FIFTH THIRD BANK, NATIONAL ASSOCIATION AND

TRUIST SECURITIES, INC.,

(each as Joint Lead Arranger)

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(as Collateral Agent)

and

JPMORGAN CHASE BANK, N.A.

(as Depositary)

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

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CREDIT AGREEMENT

dated as of January 24, 2024

by and among

BIG FIVE INTERMEDIATE HOLDCO 2, LLC,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE PROJECT LC ISSUERS FROM TIME TO TIME PARTY HERETO,

THE DSR LC ISSUERS FROM TIME TO TIME PARTY HERETO

and

MUFG BANK, LTD.,

as Administrative Agent

MUFG BANK, LTD.,

as Sole Arranger,

$50,000,000 Term Loan Facility

$17,000,000 Project LC Facility

$3,003,959.07 DSR LC Facility

					Big 5 Refinancing – Intermediate Holdco 2 Credit Agreement

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EXECUTION EXHIBIT

CREDIT AGREEMENT

dated as of January 24, 2024

by and among

BIG FIVE INTERMEDIATE HOLDCO 1, LLC,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE PROJECT LC ISSUERS FROM TIME TO TIME PARTY HERETO,

THE DSR LC ISSUERS FROM TIME TO TIME PARTY HERETO

and

MUFG BANK, LTD.,

as Administrative Agent

MUFG BANK, LTD.,

as Sole Arranger,

$50,000,000 Term Loan Facility

$15,000,000 Project LC Facility

$3,003,959.07 DSR LC Facility

					Big 5 Refinancing – Intermediate Holdco 1 Credit Agreement

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								Exhibit 10.4

CREDIT AGREEMENT

dated as of January 24, 2024

by and among

BIG FIVE HOLDCO 2, LLC,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE PROJECT LC ISSUERS FROM TIME TO TIME PARTY HERETO,

THE DSR LC ISSUERS FROM TIME TO TIME PARTY HERETO

and

MUFG BANK, LTD.,

as Administrative Agent

__________________________________________________________________________

MUFG BANK, LTD.,

as Sole Arranger,

$162,166,718.20 Term Loan Facility

$8,405,008.46 DSR LC Facility

							i	Big 5 Refinancing – Senior 2 Credit Agreement

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CREDIT AGREEMENT

dated as of January 24, 2024

by and among

BIG FIVE HOLDCO 1, LLC,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE PROJECT LC ISSUERS FROM TIME TO TIME PARTY HERETO,

THE DSR LC ISSUERS FROM TIME TO TIME PARTY HERETO

and

MUFG BANK, LTD.,

as Administrative Agent

__________________________________________________________________________

MUFG BANK, LTD.,

as Sole Arranger,

$162,166,718.20 Term Loan Facility

$8,405,008.46 DSR LC Facility

							i	Big 5 Refinancing – Senior 1 Credit Agreement

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								Exhibit 10.2

SECOSMOS, LLC

8.875%SENIORSECUREDNOTESDUE2031

INDENTURE

DatedasofMay7, 2026

COSMOSPLEDGOR,LLC,

asHoldCo,

and

WILMINGTONTRUST,NATIONALASSOCIATION,

asTrusteeandCollateral Agent

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Article 1 DEFINITIONS								1

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CREDIT AGREEMENT

dated as of October 18, 2023

by and among

SE GLOBAL BORROWER, LLC,

as Borrower,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

THE LC ISSUERS FROM TIME TO TIME PARTY HERETO,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent

DEUTSCHE BANK AG, NEW YORK BRANCH, BANCO SANTANDER, S.A., NEW YORK

BRANCH and NOMURA SECURITIES INTERNATIONAL, INC.,

as Coordinating Lead Arrangers

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Structuring and Documentation Agent

$200,000,000 Term Loan Facility

$200,000,000 Letter of Credit Facility

$200,000,000 Revolving Facility

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OMNIBUS AMENDMENT TO INSIDER AGREEMENT AND UNDERWRITING AGREEMENT

*** ***

This Omnibus Amendment to Insider Agreement and Underwriting Agreement (this “Amendment”), dated as of August 31, 2026 (the “Amendment Date”), is made by and among Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (the “Company”), Maywood Sponsor LLC, a Delaware limited liability company (“Maywood Sponsor”), the members of the Company’s board of directors and management team (the “Insiders”), Inflection Point Fund I LP, a Delaware limited partnership (“IPF”) Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), Seaport Global Securities LLC (“Seaport”, and together with Cohen, the “Representatives”) are each referred to herein as a “Party” and collectively as the “Parties”.

Reference is made to (i) that certain amended and restated Insider Agreement, dated as of September 9, 2025 (the “Insider Agreement”), by and among the Company, Maywood Sponsor, the Insiders, and IPF and (ii) that certain underwriting agreement, dated as of February 12, 2025, by and among the Company, Maywood Sponsor and the Representatives (the “Underwriting Agreement”).

WHEREAS, pursuant to paragraph 12 of the Insider Agreement, the Insider Agreement may not be changed, amended, modified or waived except by a written instrument signed by all of the parties thereto;

WHEREAS, the Representatives are express third-party beneficiaries of the Insider Agreement;

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