Document

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”).

WHEREAS, on December 22, 2023, the Company entered into a Preferred Unit Purchase Agreement (the “Preferred Purchase Agreement”) with the Mercuria Investor Member and certain other purchasers signatory thereto (collectively, the “Series A Preferred Members”), pursuant to which the Company issued certain Series A Preferred Units in the Company (the “Preferred Units” and together with the Preferred Stock, the “Preferred Securities”) to the Series A Preferred Members; and

an IPO) or PubCo (if following an IPO), as applicable, shall conduct an internal analysis to determine whether it believes that it should be classified as a USRPHC as of the date of such analysis. The Mercuria Investor Member may request that the Company (if prior to an IPO) or PubCo (if following an IPO) engage a third-party accounting firm to conduct a formal study to determine whether it is a USRPHC as of the date of such study if the Mercuria Investor Member has a reasonable basis to dispute or otherwise require independent verification of the Company’s (if prior to an IPO) or PubCo’s (if following an IPO) determination that it is not a USRPHC; provided that any and all reasonable, documented out-of-pocket costs incurred by the Company or PubCo in connection with such study (including the costs of such third-party accounting firm) will be borne by the Mercuria Investor Member. If the Mercuria Investor Member desires that the affidavit in Section 1(a)(iii) be delivered in connection with a transfer by it, the Mercuria Investor Member shall provide at least 45 days’ notice (unless a shorter notice period is agreed to by the Company or PubCo (as applicable) and the Mercuria Investor Member, with such agreement not to be unreasonably withheld, conditioned or delayed) to the Company or PubCo (as applicable) of such potential transfer and that the Mercuria Investor Member is requesting that the Company or PubCo (as applicable) conduct (or update, if applicable) an internal analysis or engage a third-party accounting firm to conduct (or update, if applicable) a formal study to determine whether the Company or PubCo (as applicable) is, or during the period specified in Section 897(c)(1)(A)(ii) has been, a USRPHC.

(iii) If the Mercuria Investor Member desires to transfer all or any portion of its interest in the Company or PubCo, and so notifies the Company or PubCo (as applicable), then so long as the Company’s or PubCo’s (as applicable) analysis or study previously requested by the Mercuria Investor Member pursuant to the last sentence of Section 1(a)(ii) has demonstrated that the Company or PubCo (as applicable) is not or, during the period specified in Section 897(c)(1)(A)(ii) of the Code, has not been a USRPHC, the Company or PubCo (as applicable) shall deliver to the Mercuria Investor Member, on the date of such transfer, an affidavit pursuant to Treasury Regulations Section 1.897-2(h)(1) executed by the Company or PubCo (as applicable) under penalties of perjury stating that the interests in the Company or PubCo (as applicable) are not “U.S. real property interests” (within the meaning of Section 897(c)(1) of the Code and Treasury Regulations Section 1.897-1(c)), dated as of the date of such transfer, and a copy of related notice of such affidavit that will be sent to

(b) Strategic Partnership. The Parties hereby agree that, at all times, including following an IPO, the Company shall maintain a risk committee (the “Risk Committee”) comprised of equal numbers of representatives of the Company and of the Mercuria Investor Member to review and discuss certain commercial opportunities. The purpose of the Risk Committee is to create a forum for representatives of the Company and representatives of the Mercuria Investor Member to gather and discuss (A) the Company’s open commodity risk and (B) any business opportunities that either the Company or its Affiliates, on the one hand, or the Mercuria Investor Member or its Affiliates, on the other hand, wish to discuss with each other.

The Mercuria Investor Member shall be entitled to participate in the Risk Committee so long as (x) the Series A Preferred Members (or following an IPO, Preferred Stockholders) are entitled to appoint a non-voting observer to the Ultimate Parent Company Board or board of directors of PubCo, as applicable. The Company and the Mercuria Investor Member shall use reasonable efforts to ensure the Risk Committee meets every two weeks, or at such other frequency as the Company and the Mercuria Investor Member may otherwise agree. While representatives of the Mercuria Investor Member are on the Risk Committee, the Mercuria Investor Member and its representatives on the Risk Committee shall be subject to any and all restrictions on trading activities, including the trading of equity securities of the Public Entity, placed on members of the Ultimate Parent Company Board. For the avoidance of doubt, the Risk Committee is advisory in nature and shall not be a committee of the Ultimate Parent Company Board and shall not have the authority to bind (or any control over management of) the Ultimate Parent Company, the Company or any of their Subsidiaries.

(c) Dividend Matters. In connection with any distribution by the Company or PubCo (as applicable) to the Mercuria Investor Member or any redemption by the Company or PubCo (as applicable) of its interests held by the Mercuria Investor Member that, in each case, is treated by the Company or PubCo (as applicable) as a dividend for U.S. federal income tax purposes (including solely for purposes of withholding or information reporting), the Company or Pubco (as applicable) shall (i) deduct and withhold taxes at a rate that is no higher than the rate specified on the most recent IRS Form W-8 provided by the Mercuria Investor Member to the Company or PubCo (as applicable), so long as the Company or PubCo (as applicable) does not have a reasonable basis to believe that such IRS Form W-8 is no longer accurate, and (ii) reasonably cooperate with the Mercuria Investor Member to (A) minimize or reduce any such deductions or withholding to the extent permitted by applicable law, and (B) allow the Mercuria Investor Member to obtain a refund of any amounts deducted or withheld including, without limitation, by using reasonable best efforts to determine the amount of such distribution or redemption that is treated, for U.S. federal income tax purposes, as being made out of the “earnings and profits” of the Company or PubCo (as applicable); provided that any and all reasonable, documented out-of-pocket costs of the Company or PubCo (as applicable) incurred in connection with the cooperation provided for in this Section 1(c) will be borne by the Mercuria Investor Member unless such costs would have been incurred by the Company or PubCo (as applicable) without regard to the Mercuria Investor Member’s request.

(d) Acknowledgement of Ultimate Parent Company LLC Agreement and Operating Company LLC Agreement. The Ultimate Parent Company hereby acknowledges and affirms the Mercuria Investor Member’s rights pursuant to Sections 6.1.3, 6.1.4, 6.3.5, 11.1 and 11.22 of the Ultimate Parent Company Agreement. In addition, the Company, in its capacity as Managing Member of the Operating Company, hereby acknowledges and affirms the rights of the Series A Preferred Members and Converted Common Members pursuant to Articles IV and XI, and Sections 11.1, 11.16 and 11.19, of the Operating Company Agreement.

Transfer of Series A Preferred Units permitted by the Company LLC Agreement (or in connection with the investigation or consideration of any such potential Transfer), to require the Company by written notice to use its reasonable efforts to reasonably cooperate for 180 days with potential acquirers in such prospective Transfer by taking the following actions: (I) attending management meetings of a reasonable number, scope and duration, and (II)(x) assisting in the preparation of no more than one (1) customary confidential information memorandums per Transfer of Series A Preferred Units in connection with this Section 1(e)(i) in the event the Company has any securities listed on any nationally or globally recognized securities exchange or has an effective registration statement on Form S-1 or (y) in all other instances not described in clause (II)(x), preparing one (1) confidential information memorandum per Transfer of Series A Preferred Units in connection with this Section 1(e)(i); provided that no such cooperation by the Company shall be required (A) until such acquirer executes and delivers to the Company (i) a customary confidentiality agreement, in form and substance reasonably satisfactory to the Managing Member and (ii) a non-reliance agreement under Section 1(f), (B) to the extent such cooperation would unreasonably interfere with the normal business operations of the Company or any of its Subsidiaries and (C) to the extent the provision of any information would conflict with, or constitute a violation of, any applicable law, or cause a loss of attorney-client, work product or similar right, protection or privilege of the Company or any of its Subsidiaries; provided, further, that the Company shall in no event have any liability for the accuracy of the information contained in the proprietary materials disclosed other than for fraudulent misrepresentation; and provided, further, that the Mercuria Investor Member shall reimburse the Company for all reasonable and documented third party costs and expenses incurred by the Company in connection with its cooperating under this Section 1(e)(i).

(f) Non-Reliance. As a condition to the Company’s and PubCo’s obligations under Section 1(e)(i) and Section 1(e)(ii), each of the Mercuria Investor Member and any potential acquiror shall execute a non-reliance agreement in a form reasonably acceptable to the Company or PubCo, as applicable, agreeing, in addition to other customary provisions: that information is being provided for information purposes only; that such potential acquiror is responsible to conduct its own due diligence and is not relying on accuracy or completeness of information provided by the Company or PubCo, as applicable; that such information is being provided without representation or warranty of any kind; and that such acquiror will indemnify and hold harmless the Company and/or PubCo, as applicable, for any claims arising out of disclosure or use of information other than claims based on actual (and not constructive) fraud.

(i) Expense Reimbursement. Other than in connection with an IPO reorganization as described in Section 6.2.3 of the Company LLC Agreement, in the event that the Company requests the consent of the Series A Preferred Members to amend any organizational documents of the Ultimate Parent Company or any of its Subsidiaries or to enter into any other agreements in connection with its investment in the Company, the Company shall reimburse all of the Mercuria Investor Member’s reasonable and documented out-of-pocket fees incurred in connection with the review and negotiation of such documentation.

(j) Mercuria Investor Member Agreements. On behalf of itself and its controlled Affiliates, the Mercuria Investor Member agrees to waive, or cause to be waived by its controlled Affiliates, terms of confidentiality or non-disclosure governing any and all agreements between the Mercuria Investor Member and its Affiliates, on the one hand, and MN8 Entities, on the other hand, solely to the extent required for the Company to satisfy its obligations to the Ridgewood Investor Member in Section 1(i) of that certain Investor Rights Agreement by and among the Company, the Ultimate Parent Company, PubCo, and the Ridgewood Investor Member, dated as of the date hereof (the “Ridgewood IRA”).

(i) The Company hereby represents and warrants that, on the date hereof, (x) no rights or other terms are offered to or agreed with any other Series A Preferred Member in its capacity as such, other than those in the Company LLC Agreement; the Ultimate Parent Company Agreement; the Operating Company Agreement; the Preferred Purchase Agreement; the Ridgewood IRA; and the guarantee issued by Ridgewood Water & Strategic Infrastructure Fund II, L.P. and Ridgewood Water & Strategic Infrastructure Parallel Fund II, L.P. in favor of the Company, dated as of the date hereof (the “Applicable Transaction Documents”); and (y) no obligation of, or restriction with respect to, any Series A Preferred Member set forth in the Applicable Transaction Documents have been waived or modified.

(ii) The Company hereby covenants and agrees from and after the date hereof and for so long as the Mercuria Investor Member is a Series A Preferred Member or holds Preferred Stock, that if any MN8 Entity or the Public Entity intends to enter into any other side letter or agreement offering more favorable terms to any other Series A Preferred Member or holder of Preferred Stock in its capacity as such (in addition to those set forth in the Applicable Transaction Documents as in existence on the date of the closing of the Preferred Purchase Agreement), then such MN8 Entity or the Public Entity, as applicable,

shall offer the same terms to the Mercuria Investor Member. This Section (k) shall not restrict any MN8 Entity or the Public Entity from entering into, or be applicable to, other commercial agreements with any entity that is also a Series A Preferred Member. In addition, no MN8 Entity or the Public Entity shall permanently waive, terminate or modify any restrictions on, or obligation of, any Series A Preferred Member or holder of Preferred Stock under any Applicable Transaction Document with respect to any term that is also applicable to the Mercuria Investor Member without offering the same waiver, termination or modification to the Mercuria Investor Member. The provisions of the preceding sentence shall not apply to any one time waivers or modifications (provided that such provisions shall apply to any partial or complete waiver of any lock-up with respect to shares of common stock in connection with an IPO, whether one-time or permanent) or to any waiver, termination or modification required to maintain compliance with law or to avoid adverse regulatory or tax consequences specific to the other Series A Preferred Member or holder of Preferred Stock. Any offer made to the Mercuria Investor Member under this clause (ii) may be conditioned upon election to accept within a reasonable period of time following notice of the offer.

(m) Board Observer. Notwithstanding anything to the contrary in the Ultimate Parent Company Agreement, in the event that (i) the Mercuria Investor Member ceases to be the Majority Preferred but only for so long as the Mercuria Investor Member and its Affiliates collectively hold at least 25% of the Series A Preferred Units issued to the Mercuria Investor Member pursuant to the Preferred Purchase Agreement and (ii) the Board Observer (as defined in the Ultimate Parent Company Agreement) appointed pursuant to Section 6.1.4 of the Ultimate Parent Agreement is not an employee of the Mercuria Investor Member or its Affiliates, the Mercuria Investor Member shall have the right to appoint one (1) Board Observer to the Ultimate Parent Company Board that, for the avoidance of doubt, will not count towards any limitations on the size of the Ultimate Parent Company Board. The Mercuria Investor Member shall notify the Ultimate Parent Company in writing of the name of any Board Observer prior to designating such Board Observer. Each Board Observer shall enter into a board observer agreement with confidentiality obligations in a form reasonably acceptable to the Ultimate Parent Company. The Mercuria Investor Member shall have the right to remove and/or replace a Board Observer at any time by providing written notice of such removal and/or replacement to the Ultimate Parent Company. The Board Observer shall not constitute a Director (as defined in the Ultimate Parent Company Agreement) and shall not be entitled to vote on, or consent to, any matters presented to the Ultimate Parent Company Board. The Ultimate Parent Company shall give the Board Observer notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the Directors, provide the Board Observer with access to all materials and other information given to the Directors in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to the Directors, and provide the Board Observer with all rights to attend such meetings as are provided to Directors.

Notwithstanding the foregoing, the Ultimate Parent Company Board may exclude the Board Observer from the relevant portion of any meeting of the Ultimate Parent Company Board or any committee (and from receiving information provided to other Directors) to the extent such information or meeting involves a matter that creates, or otherwise relates to, any conflicts of interest between the Mercuria Investor Member, its Affiliates or the Board Observer, on the one hand, and the MN8 Entities, on the other hand, or that would otherwise violate applicable law. The Ultimate Parent Company reserves the right to exclude the Board Observer from access to any information or meeting or portion thereof if the Ultimate Parent Company Board determines, in its reasonable good faith discretion, that such access would cause the loss of the attorney-client privilege protection otherwise afforded to any such information or prevent the Directors from engaging in attorney-client privileged communication. The Mercuria Investor Member (a) shall not exercise any control over the Company or its public utility Affiliates through the Board Observer and (b) shall not seek to set or influence the price at which power is sold from any of the Company’s public utility Affiliates. On the earlier to occur of (i) the date the Mercuria Investor Member and its Affiliates collectively hold less than 25% of the Series A Preferred Units issued to the Mercuria Investor Member pursuant to the Preferred Purchase Agreement and (ii) the date that the Mercuria Investor Member delivers a written waiver of its rights under this Section 1(m) to the Ultimate Parent Company, the Mercuria Investor Member will have no further rights under this Section 1(m).

(a) Entire Agreement. This Agreement is intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings other than those set forth or referred to herein with respect to the rights granted by the Ultimate Parent Company or any of its Affiliates or the Mercuria Investor Member or any of their respective Affiliates set forth herein. This Agreement supersedes all prior agreements and understandings between the Parties with respect to the subject matter hereof (other than the Preferred Purchase Agreement, the Company LLC Agreement and the Ultimate Parent Company Agreement).

(b) Incorporation by Reference. The following sections of the Preferred Purchase Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis: Section 10.4 (Severability), Section 10.05 (Governing Law), Section 10.6 (Descriptive Headings), Section 10.7 (Gender), Section 10.8 (References), Section 10.09 (Consent to Jurisdiction), Section 10.10 (Amendment), Section 10.11 (No Recourse), Section 10.12 (Waiver), Section 10.13 (Specific Performance), Section 10.14 (Counterparts), Section 10.15 (No Strict Construction) and Section 10.16 (Limitation on Damages).

(d) Binding Effect; Assignment. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but will not be assignable or delegable by any Party hereto without the prior written consent of each of the other Parties; provided, that, if (x) the Mercuria Investor Member Transfers, in accordance with the terms of the Company LLC Agreement (if prior to an IPO) or the Certificate of Designations (if following an IPO), all of its Preferred Securities to an Affiliate or Affiliates of the Mercuria Investor Member, this Agreement shall automatically be assigned by the Mercuria Investor Member to, and shall be binding upon, such Affiliate(s); and (y) in accordance with the terms of the Company LLC Agreement, the Public Entity is an entity other than PubCo, then MN8 shall


			MN8 ENERGY LLC


			By:			/s/ Jon Yoder
			Name:			Jon Yoder
			Title:			Chief Executive Officer


			MN8 ENERGY HOLDINGS LLC


			By:			/s/ Jon Yoder
			Name:			Jon Yoder
			Title:			Chief Executive Officer


			MN8 ENERGY, INC.


			By:			/s/ Jon Yoder
			Name:			Jon Yoder
			Title:			Chief Executive Officer


			MERCURIA CLEAN ENERGY
			INVESTMENTS BV


			By:			/s/ Jean-Francois Steels
			Name:			Jean-Francois Steels
			Title:			Director