CONSENT AND AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AGREEMENT

Exhibit 10.2

Execution Version

CONSENT AND AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT AND AMENDMENT NO. 1 TO PLEDGE AGREEMENT

This Consent and Amendment No. 1 to Credit and Guaranty Agreement and Amendment No. 1 to Pledge Agreement, dated as of April 1, 2026 (this “Amendment”), amends (i) that certain Credit and Guaranty Agreement, dated as of September 12, 2025 (the “Existing Credit Agreement”, and as the same may be further amended, amended and restated, restated, modified or supplemented and in effect from time to time, the “Credit Agreement”), by and among Soluna DVSL ComputeCo, LLC, a Delaware limited liability company (the “▇▇▇▇▇▇▇ 1A Borrower”), Soluna DVSL II ComputeCo, LLC, a Delaware limited liability company (the “▇▇▇▇▇▇▇ 2 Borrower”, and together with the ▇▇▇▇▇▇▇ 1A Borrower, the “Tranche A Borrowers”), Soluna KK I ComputeCo LLC, a Delaware limited liability company (the “Tranche B Borrower”, and together with the Tranche A Borrowers, the “Existing Borrowers”), Soluna DV Services, LLC, a Nevada limited liability company (“Soluna Services”), Soluna KK Energy ServiceCo, LLC, a Nevada limited liability company (“Energy Services”), Generate Lending, LLC, as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”) and the lenders from time to time party thereto (collectively, the “Lenders”); and (ii) that certain Pledge Agreement (the “Pledge Agreement”) dated as of September 12, 2025, among the Existing Borrowers, Soluna Services, Energy Services, each of the entities listed on the signature pages thereof as a “Pledgor” and the Collateral Agent.

W I T N E S S E T H

A. WHEREAS, each Existing Borrower is financing, refinancing, developing or constructing the respective Project owned by such Existing Borrower, as further set forth in the Existing Credit Agreement.

B. WHEREAS, Soluna DV Wind SponsorCo, LLC, a Delaware limited liability company (the “Tranche C Borrower”, and together with each Existing Borrower, the “Borrowers”, and each, a “Borrower”) desires to purchase one hundred percent (100%) of the equity interests in ▇▇▇▇▇▇▇ Wind Farm, LLC, a Delaware limited liability company (the “▇▇▇▇▇▇▇ Project Company”), which owns a 149.85 MW wind project located in Briscoe and Floyd counties, Texas (the “▇▇▇▇▇▇▇ Project”).

C. WHEREAS, in order to finance the acquisition of the ▇▇▇▇▇▇▇ Project Company by the Tranche C Borrower, upon the date hereof, each Existing Borrower and the Tranche C Borrower desire to enter into this Amendment, at which time the Tranche C Borrower shall become party to the applicable Loan Documents, and the Lenders shall instate the Tranche C Loan Commitments;

D. WHEREAS, in accordance with Section 2.06 (Additional Tranche Loan Amendment) and Section 11.01 (Amendments) of the Existing Credit Agreement, the Borrowers, Administrative Agent, Collateral Agent and all Lenders party hereto agree to amend the Existing Credit Agreement, on the terms and subject to the conditions of this Amendment. As used in this Amendment, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in Section 1.01 (Definitions) of the Credit Agreement (taking into account the amendments set forth in Exhibit A hereto); and

E. WHEREAS, in consideration of the premises and to induce the Lenders to make the Additional Tranche Loans, each of the entities listed on the signature pages thereof as a “Pledgor” and the Collateral Agent agree to amend the Pledge Agreement in accordance with Section 7.1 (Amendments) of the Pledge Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by each of the parties hereto, the parties hereby covenant and agree as follows:

1. Amendments to Credit Agreement. Each of the following shall occur as of the First Amendment Effective Date:

(a) The Credit Agreement (excluding all Exhibits and Schedules thereto, other than as expressly set forth herein) shall be amended as set forth in Annex 1 attached hereto, such that all of the newly inserted double-underlined provisions therein (indicated textually in the same manner as the following example: double-underlined text) shall be deemed to be inserted and all of the stricken text therein (indicated textually in the same manner as the following example: stricken text) shall be deemed to be deleted therefrom;

(b) Exhibit E-2 (Form of Monthly Operating Statement) to the Credit Agreement shall be amended and restated in its entirety with Annex 1-E-2 attached hereto;

(c) Exhibit E-3 (Form of Quarterly Operating Report) to the Credit Agreement shall be amended and restated in its entirety with Annex 1-E-3 attached hereto;

(d) Exhibit E-4 (Form of Quarterly Contracted DSCR Report) to the Credit Agreement shall be amended and restated in its entirety with Annex 1-E-4 attached hereto;

(e) Exhibit G (Form of Operating Budget) to the Credit Agreement shall be amended and restated in its entirety with Annex 1-G attached hereto;

(f) A new Exhibit H-2 (Form of ▇▇▇▇▇▇▇ Mortgage) shall be added to the Credit Agreement in the form of Annex 1-H-2 attached hereto;

(g) A new Exhibit I-2 (Form of Warrants) shall be added to the Credit Agreement in the form of Annex 1-I-2 attached hereto;

(h) A new Exhibit N (Form of ▇▇▇▇▇▇▇ MIPA) shall be added to the Credit Agreement in the form of Annex 1-N attached hereto;

(i) A new Exhibit O (Form of BNSF Consent) shall be added to the Credit Agreement in the form of Annex 1-O attached hereto;

(j) A new Schedule III (▇▇▇▇▇▇▇ Project Leases) shall be added to the Credit Agreement in the form of Annex 1-III attached hereto;

(k) Schedule 2.01 (Lender’s Commitments) shall be amended and restated in its entirety with Annex 1-2.01 attached hereto;

(l) Schedule 2.01(n) (Amortization Schedule) shall be amended and restated in its entirety with Annex 1-2.01(n) attached hereto;

(m) Schedule 2.03 (Target Debt Balance) shall be amended and restated in its entirety with Annex 1-2.03 attached hereto;

(n) Schedule 4.01(a)(ii) (Organizational Structure; Loan Parties; Ownership Percentages) shall be amended and restated in its entirety with Annex 1-4.01(a)(ii) attached hereto;

(o) Schedule 4.10 (Litigation) shall be amended and restated in its entirety with Annex 1-4.10 attached hereto;

(p) Schedule 4.13 (Indebtedness) shall be amended and restated in its entirety with Annex 1-4.13 attached hereto;

(q) Schedule 4.18 (Permits) shall be amended and restated in its entirety with Annex 1-4.18 attached hereto;

(r) Schedule 4.21 (Material Project Documents) shall be amended and restated in its entirety with Annex 1-4.21 attached hereto;

(s) Schedule 6 (Consents) shall be amended and restated in its entirety with Annex 1-6 attached hereto;

(t) A new Schedule A (▇▇▇▇▇▇▇ Representations and Warranties) shall be added to the Credit Agreement in the form of Annex 1-A attached hereto;

(u) A new Schedule B (Disclosures) shall be added to the Credit Agreement in the form of Annex 1-B attached hereto; and

(v) A new Schedule C (▇▇▇▇▇▇▇ Project Documents and Permits) shall be added to the Credit Agreement in the form of Annex 1-C attached hereto.

2. Amendments to Pledge Agreement. The Pledge Agreement (excluding all Exhibits and Schedules thereto, other than as expressly set forth herein) shall be amended as set forth in Annex 2 attached hereto, such that all of the newly inserted double-underlined provisions therein (indicated textually in the same manner as the following example: double-underlined text) shall be deemed to be inserted and all of the stricken text therein (indicated textually in the same manner as the following example: stricken text) shall be deemed to be deleted therefrom.

(a) Annex 1 (Membership Interests) of the Pledge Agreement shall be amended and restated in its entirety with Annex 2-1 attached hereto; and

(b) Annex 2 (Pledgor Details) of the Pledge Agreement shall be amended and restated in its entirety with Annex 2-2 attached hereto.

3. Conditions Precedent. This Amendment will become effective on the date (the “First Amendment Effective Date”) on which each of the following conditions have been satisfied (or waived in writing by each Lender) in accordance with the following terms:

(a) each of the conditions set forth in Section 5.04 of the Credit Agreement (as amended pursuant to this Amendment) shall have been satisfied or waived in respect of the ▇▇▇▇▇▇▇ Project and the Tranche C Borrower;

(b) the Administrative Agent shall have received a Consent with respect to that certain Membership Interest Purchase Agreement, by and between ▇▇▇▇▇▇▇ Wind Project Holdings I, LLC and juwi Wind, LLC;

(c) the Administrative Agent shall have received a duly executed a Pledge Accession Agreement, by and between the Tranche C Borrower and the Collateral Agent, substantially in the form attached to the Pledge and Security Agreement as Exhibit A thereto; and

(e) the Administrative Agent shall have received the First Amendment Generate Lender Fee Letter duly executed and delivered by the Tranche C Borrower and shall have paid or shall pay contemporaneously with the occurrence of the First Amendment Effective Date, all fees due thereunder, the Up-Front Fee for the Tranche C Commitments and all other fees, costs and other expenses and amounts then due and payable by the Loan Parties pursuant to the Loan Documents; provided that invoices for such fees, costs and expenses have been received by the Loan Parties prior to the First Amendment Effective Date.

4. No Default or Event of Default. The undersigned signatory of the Borrower hereby certifies that he or she is an Authorized Officer of the Borrower and, solely in such capacity and not in his or her personal capacity, hereby certifies to the Agents and the other Secured Parties, on behalf of the Borrower, as of date hereof and the First Amendment Effective Date, that (after giving effect to this Amendment) no Default or Event of Default has occurred and is continuing or could reasonably be expected to result from the consummation of this Amendment.

5. Reaffirmation and Accession.

(a) Each Guarantor that is a party hereto hereby consents to the terms and conditions of this Amendment. In addition, each such Guarantor hereby (i) affirms and confirms its guarantees, pledges, grants and other undertakings under the Collateral Documents to which it is a party and the other Loan Documents to which it is a party and (ii) agrees that (A) each Loan Document to which it is a party shall continue to be in full force and effect (as amended by this Amendment) and (B) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect (as amended by this Amendment) and shall accrue to the benefit of the Secured Parties.

(b) Each Guarantor that is a party hereto hereby acknowledges, confirms and agrees that (i) the Collateral Agent, on behalf of the Secured Parties, has and shall continue to have valid, enforceable and perfected first-priority liens upon and security interests in the Collateral heretofore granted by it to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement and (ii) any other security interests or liens granted by it to the Collateral Agent pursuant to any other Loan Document in effect as of the date hereof shall continue to be valid, enforceable first-priority liens and security interests, subject, in each case, only to Permitted Liens.

(c) The Tranche C Borrower hereby acknowledges, agrees and confirms that it has received and reviewed a copy of the Loan Documents and, from and after the First Amendment Effective Date, shall be, and shall have all of the rights and obligations of, a Borrower thereunder with the same force and effect as if originally named therein as a Borrower. The Tranche C Borrower hereby ratifies, as of the First Amendment Effective Date, and accedes to and agrees to be bound by and comply with, all of the terms, provisions and conditions applicable to the Borrowers contained in the Amended Credit Agreement and the other Loan Documents.

(d) The Tranche C Pledgor hereby acknowledges, agrees and confirms that it has received and reviewed a copy of the Loan Documents and, from and after the First Amendment Effective Date, shall be, and shall have all of the rights and obligations of, a Pledgor thereunder with the same force and effect as if originally named therein as a Pledgor, and the Tranche C Pledgor hereby agrees to all the terms and provisions of the Loan Documents applicable as a Pledgor hereunder. The Tranche C Pledgor hereby ratifies, as of the First Amendment Effective Date, and accedes to and agrees to be bound by and comply with, all of the terms, provisions and conditions applicable to the Pledgors contained in the Amended Credit Agreement and the other Loan Documents.

6. Miscellaneous.

(a) Limited Effect. This Amendment is limited in effect and, except as specifically set forth above, shall be applicable solely with respect to those matters expressly provided herein and no other amendments, waivers or consents may be construed or implied. This Amendment shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto. Except as expressly waived pursuant to the terms of this Amendment, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and affirmed.

(b) Severability. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of any provision in any other jurisdiction.

(c) Entire Agreement. This Amendment constitutes the entire agreement among the parties with respect to the matters dealt with herein. All previous documents, undertakings and agreements, whether verbal, written or otherwise, among the parties with respect to the subject matter of this Amendment, are hereby cancelled and superseded and shall not affect or modify any of the terms or obligations set forth in this Amendment. Upon the First Amendment Effective Date, this Amendment shall be binding upon and inure to the benefit of the Parties.

(d) No Modification. Except as expressly set forth herein, each of the Credit Agreement, the Security Agreement, and the other Loan Documents is and shall remain unchanged and in full force and effect, and nothing contained in this Amendment shall, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or any of the other Secured Parties, or shall alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in each of the Credit Agreement, the Security Agreement and any other Loan Document.

(e) Headings. The headings of various sections of this Amendment are for convenience of reference only, do not constitute a part hereof and shall not affect the meaning or construction of any provision hereof.

(f) Incorporation by Reference. Sections 11.02 (Notices; Copies of Notices; Other Information), 11.07 (Successors and Assigns), 11.08 (Severability), 11.11 (Governing Law), 11.12 (Waiver of Jury Trial), 11.13 (Counterparts; Integration; Effectiveness), and 11.14 (Confidentiality) of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

(g) Loan Document and Reference to the Credit Agreement. This Amendment shall be deemed to be a Loan Document, and on and after the First Amendment Effective Date, each reference in the Credit Agreement, the Security Agreement and the Pledge Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” and words of like import referring to the Credit Agreement, the Security Agreement and the Pledge Agreement, as the case may be, and each reference in the other Loan Documents to “the Credit Agreement”, “Security Agreement”, “Pledge Agreement”, “thereunder”, “thereof”, “therein” and words of like import referring to the Credit Agreement, the Security Agreement, or Pledge Agreement shall mean and be a reference to the Credit Agreement, the Security Agreement, or the Pledge Agreement, as the case may be as amended by this Amendment.

(h) Agents. The Administrative Agent and the Collateral Agent shall be entitled to all of the rights, benefits, protections, indemnities and immunities afforded to it pursuant to the Credit Agreement and the related documents, and shall exercise all rights and remedies hereunder and provide any consents, directions, approvals, acceptances, determinations, certifications, rejections or other similar actions pursuant to this Amendment in accordance with directions received from the Lenders under the Credit Agreement, and shall have no liability for taking any such actions or failing to take any such actions in accordance with such directions (and shall not be liable for any failure or delay in taking such actions resulting from any failure or delay by the Lenders under the Credit Agreement in providing such directions).

IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment No. 1 to Credit and Guaranty Agreement, and Amendment No. 1 to Pledge Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

	SOLUNA DV WIND SPONSORCO, LLC,
	As Borrower, Guarantor And Grantor
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President
	SOLUNA DVSL COMPUTECO, LLC,
	As Borrower, Guarantor And Grantor
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President
	SOLUNA DVsl II COMPUTECO, LLC,
	As Borrower, Guarantor And Grantor
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President
	SOLUNA kk i COMPUTECO, LLC,
	As Borrower, Guarantor And Grantor
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President

[Signature Page to Consent and Amendment No. 1 to Credit and Guaranty Agreement, Amendment No. 1 to Pledge and Security Agreement, and Amendment No. 1 to Pledge Agreement]

	Soluna DV Services, LLC,
	As Guarantor And Grantor
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President
	SOLUNA KK ENERGY SERVICECO, LLC
	As Guarantor And Grantor
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President

[Signature Page to Consent and Amendment No. 1 to Credit and Guaranty Agreement and Amendment No. 1 to Pledge Agreement]

	SOLUNA DVSL HOLDCO, LLC,
	as the ▇▇▇▇▇▇▇ 1A Pledgor
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President
	SOLUNA DVSL II HOLDCO, LLC,
	as the ▇▇▇▇▇▇▇ 2 Pledgor
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President
	SOLUNA KKSL HOLDCO LLC,
	as the ▇▇▇▇ ▇▇▇▇▇▇▇
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President
	SOLUNA DV ENERGY HOLDCO, LLC,
	as the Soluna Services Pledgor
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President
	SOLUNA KK ENERGY HOLDCO, LLC,
	as the Energy Services Pledgor
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President
	SOLUNA DV WIND HOLDCO, LLC,
	as the Tranche C Pledgor
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	President

[Signature Page to Consent and Amendment No. 1 to Credit and Guaranty Agreement and Amendment No. 1 to Pledge Agreement]

	ADMINISTRATIVE AGENT:
	GENERATE LENDING, LLC,
	a Delaware limited liability company
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Authorized Signatory

[Signature Page to Consent and Amendment No. 1 to Credit and Guaranty Agreement and Amendment No. 1 to Pledge Agreement]

	COLLATERAL AGENT:
	GENERATE LENDING, LLC,
	a Delaware limited liability company
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Authorized Signatory

[Signature Page to Consent and Amendment No. 1 to Credit and Guaranty Agreement and Amendment No. 1 to Pledge Agreement]

	LENDER:
	GENERATE STRATEGIC CREDIT MASTER FUND I-A, L.P. a Delaware limited liability company
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title:	Authorized Signatory

[Signature Page to Consent and Amendment No. 1 to Credit and Guaranty Agreement and Amendment No. 1 to Pledge Agreement]