INDEMNIFICATION AGREEMENTIndemnification Agreement • August 24th, 2022 • MN8 Energy, Inc. • Electric & other services combined • Delaware
This Indemnification Agreement (“Agreement”) is made as of ______________, 2022 by and between MN8 Energy Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENT by and among MN8 Energy, Inc., Goldman Sachs RP Holdings LLC, Goldman Sachs Asset Management, L.P., and GSAM Holdings II LLC dated as ofRegistration Rights Agreement • August 24th, 2022 • MN8 Energy, Inc. • Electric & other services combined • Delaware
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 • August 24th, 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.”
Goldman Sachs Renewable Power Operating Company LLC Amended and Restated Limited Liability Company Agreement Dated February 9, 2018Limited Liability Company Agreement • August 24th, 2022 • MN8 Energy, Inc. • Electric & other services combined • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Goldman Sachs Renewable Power Operating Company LLC (the “Company”) is made and entered into as of February 9, 2018, by and among Goldman Sachs Renewable Power LLC, in its capacity as the initial sole member of the Company (the “Initial Sole Member” or the “Parent Company”) and as the managing member of the Company (the “Managing Member”), the Special Interest Member (as defined below), any other Persons who are admitted as Members of the Company from time to time. 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”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 24th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
• CWS – Workplace Engineering – Technology Services – Desktop Infrastructure (Physical): Parties to cooperate to wipe all-in-one (AIO) devices and ship the NDCs (desktop PCs) to Provider in Jersey City at Provider’s sole expense.
CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83Letter Agreement • August 24th, 2022 • MN8 Energy, Inc. • Electric & other services combined
This letter agreement (this “Letter Agreement”) is being entered into in connection with and as an inducement for, the Regents of the University of California (the “Investor”) consenting to and approving, in its capacity as a Member of Goldman Sachs Renewable Power LLC, a Delaware limited liability company (the “Company”), the Internalization Proposal and the Amendments Proposal (as such terms are defined in the Company’s Consent Solicitation Letter dated June 1, 2022 (the “Consent Solicitation”)), and such consent and approval shall be deemed given upon the Investor’s execution of this Letter Agreement. The Investor, the Company, Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“GSAM”) and MN8 Energy, Inc. (“GSRP Holdings”) are sometimes individually referred to in this Letter Agreement as a “Party” and, collectively, as the “Parties.” Pursuant to the terms of this Letter Agreement, the Parties hereby desire to (i) establish certain additional rights and obligatio
