INTERNALIZATION AGREEMENT by and among MN8 Energy, Inc., Goldman Sachs Renewable Power Operating Company LLC, Goldman Sachs Renewable Power LLC, Goldman Sachs Asset Management, L.P., and GSAM Holdings II LLC dated as of May 18, 2022Internalization Agreement • June 30th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
THIS INTERNALIZATION AGREEMENT (this “Agreement”), dated as of May 18, 2022, is entered into by and among (i) MN8 Energy, Inc., a Delaware corporation (“GSRP Holdings”), (ii) Goldman Sachs Renewable Power Operating Company LLC, a Delaware limited liability company (“OpCo”), (iii) Goldman Sachs Renewable Power LLC, a Delaware limited liability company (“GSRP” and together with OpCo and GSRP Holdings, the “GSRP Parties”), (iv) Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“GSAM”), and (v) GSAM Holdings II LLC, a Delaware limited liability company (“GSAM Holdings II” and, together with GSAM, the “GSAM Entities”). Each of the foregoing is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 30th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), by and among Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“Provider”), Goldman Sachs Renewable Power LLC, a limited liability company organized under the laws of the State of Delaware (“GSRP”), MN8 Energy, Inc., a Delaware corporation (“GSRP Holdings”), Goldman Sachs Renewable Power Operating Company LLC, a Delaware limited liability company (“OpCo” and, together with GSRP and GSRP Holdings, the “Recipients”). Each of the foregoing is sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
Goldman Sachs Renewable Power LLC Second Amended and Restated Limited Liability Company Agreement Dated [], 2022Limited Liability Company Agreement • June 30th, 2022 • MN8 Energy, Inc. • Electric & other services combined • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Goldman Sachs Renewable Power LLC (the “Company”) is made and entered into as of __, 2022 (the “Effective Date”), by and among Goldman Sachs RP Holdings LLC (the “GS Member”) and the Persons who have subscribed hereto as Members. This Agreement shall constitute the “limited liability company agreement” of the Company, as defined in the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Delaware Act” or the “Act”).
