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 WSI Fund II Holdings, LP (f/k/a MN8 Fund II Holdings, L.P.) (“Ridgewood Investor 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 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 Ridgewood 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

(a) Acknowledgement of Ultimate Parent Company LLC Agreement and Operating Company LLC Agreement. The Ultimate Parent Company hereby acknowledges and affirms the rights of the Majority Preferred 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 Common Converted Members pursuant to Articles IV and XI, and Sections 11.1, 11.16, and 11.19, of the Operating Company Agreement.

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, (ii)(x) assisting in the preparation of no more than one (1) customary confidential information memorandum 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; 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(c), (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 Ridgewood 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(b)(i).

(c) Non-Reliance. As a condition to the Company’s and PubCo’s obligations under Section 1(b)(i) and Section 1(b)(ii), each of the Ridgewood 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.

(d) CUSIP Cooperation. From immediately prior to the expiration of the Initial Lock-Up Period, upon the written request of the Ridgewood Investor Member, the Company shall use its commercially reasonable efforts to cause the Series A Preferred Units held by the Ridgewood Investor Member to be assigned a valid CUSIP number in accordance with the applicable rules and procedures of the CUSIP Service Bureau, as soon as reasonably practicable, but in any event, within fifteen (15) days following the receipt by the Company of written request therefor.

(e) 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 Ridgewood Investor Member’s reasonable and documented out-of-pocket fees incurred in connection with the review and negotiation of such documentation.

(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 investor rights agreement by and among the Company, the Ultimate Parent Company, PubCo and Mercuria Clean Energy Investments BV, dated as of the date hereof; and the guarantee issued by Mercuria Energy Group Limited 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 Ridgewood 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 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 Ridgewood Investor Member. This Section (f) 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 Ridgewood Investor Member without offering the same waiver, termination or modification to the Ridgewood 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 Ridgewood Investor Member under this clause (ii) may be conditioned upon election to accept within a reasonable period of time following notice of the offer.

(h) Exclusivity. If the Mercuria Investor Member (as defined in the Preferred Purchase Agreement) terminates the Preferred Purchase Agreement as to itself pursuant to Article VIII of the Preferred Purchase Agreement or the Company (as defined in the Preferred Purchase Agreement) terminates the Preferred Purchase Agreement as to itself pursuant to Article VIII of the Preferred Purchase Agreement other than as a result of a breach by the Ridgewood Investor Member, MN8 hereby agrees to a 60-day exclusivity period (the “Exclusivity Period”) commencing on the effective date of such termination, during which time neither any MN8 Entity nor any of their controlled Affiliates, nor any of their respective employees, officers, managers, directors, agents or other representatives, shall directly or indirectly: (1) enter into, offer to enter into, pursue, propose to any third party or facilitate the preparation of offers for or inquiries in respect of any Competing Transaction (as defined below) or any agreement, letter of intent, term sheet or other similar arrangement regarding a Competing Transaction, (2) solicit, encourage, initiate or discuss any inquiry, proposal, plan or offer from any third party regarding a Competing Transaction, or (3) otherwise assist or participate in, or take any action to knowingly facilitate or encourage any effort or attempt by any person or group to seek or effect a Competing Transaction. “Competing Transaction” means the direct or indirect acquisition by any third party of any preferred equity in the Company or the Operating Company (whether by merger, reorganization, purchase of equity securities or assets or otherwise), other than in connection with sales of Preferred Units to other additional investors of up to $125 million. During the Exclusivity Period, as the request of the Ridgewood Investor Member, the Company and the Ridgewood Investor Member will discuss in good faith to increase Ridgewood Investor Member’s aggregate investment amount in the Company to an amount up to an amount equal to the investment amount committed by the Mercuria Investor Member, otherwise on the same terms as set forth in the Transaction Agreements.

(i) Mercuria Investor Member Agreements. (A) Within three (3) Business Days following the end of each Quarterly Period and (B) in connection with any consent or approval that is required of the Majority Preferred with respect to any matter submitted to the Majority Preferred for approval or consent pursuant to Section 7.6.1 or Section 12.23 of the Company LLC Agreement, or Section 5 of the Certificate of Designations, the Company shall provide to the Ridgewood Investor Member a list reasonably describing the nature and scale of any and all agreements between the Mercuria Investor Member or any of its Affiliates, on the one hand, and any MN8 Entity, on the other hand, as and when requested by the Ridgewood Investor Member not more than 15 days prior to such vote or consent.

(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 Ridgewood 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 Ridgewood 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, this Agreement shall automatically be assigned by the Ridgewood 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 cause the Public Entity to execute a joinder to this Agreement as an MN8 Entity, and assume the same obligations as the obligations of the PubCo hereunder.


			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


			RIDGEWOOD INVESTOR MEMBER:


			WSI FUND II HOLDINGS, LP

			By: WSI Fund II Holdings GP, LLC, as General Partner



			By:			/s/ Michael Albrecht
			Name:			Michael Albrecht
			Title:			Managing Partner