INDEMNITY AGREEMENTIndemnification Agreement • September 28th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
ESGEN Acquisition Corporation 24,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Barclays Capital Inc. are acting as Representatives (the “Representatives”), an aggregate of 24,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,600,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the cont
Indemnification AgreementIndemnification Agreement • March 20th, 2024 • Zeo Energy Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Indemnification Agreement (“Agreement”) is made as of March 13, 2024 by and between Zeo Energy Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 25th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 22, 2021, is made and entered into by and among ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), ESGEN LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
October 22, 2021Underwriting Agreement • October 25th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 27,600,000 of the Company’s units (the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-l and a prospectus (the “Prospectus”) filed by the Compan
WARRANT AGREEMENT ESGEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 25th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 22, 2021, is by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 25th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 22, 2021, is entered into by and among ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), ESGEN LLC, a Delaware limited liability company (the “Sponsor”) and one or more client accounts of Salient Capital Partners, LLC, a Texas limited liability company (the “Salient Client Accounts” and together with the Sponsor, the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between ESGEN Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $[•] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENT ESGEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 28th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2021, is by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
ESGEN Acquisition Corporation 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Barclays Capital Inc. are acting as Representatives (the “Representatives”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the cont
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 20th, 2024 • Zeo Energy Corp. • Miscellaneous electrical machinery, equipment & supplies • Utah
This Executive Employment Agreement (“Agreement”) is made as of August 19, 2024, by and between Sunergy Solar, LLC (together with its successors and assigns, the “Company”), and Cannon Holbrook (“Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 20th, 2023 • ESGEN Acquisition Corp • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (together with its successors, including as a result of such domestication, “SPAC”), and the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, ESGEN OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of SPAC (“OpCo”), Sunergy Renewables, LLC, a Nevada limited liability company (the “Company”), and the other parties thereto, pursuant to which the parties to the Combination Agreement will undertake the transactions described therein (the
TAX RECEIVABLE AGREEMENT by and among ZEO ENERGY CORP., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENT DATED AS OF MARCH 13, 2024Tax Receivable Agreement • March 20th, 2024 • Zeo Energy Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 13, 2024, is hereby entered into by and among Zeo Energy Corp. (f/k/a ESGEN Acquisition Corporation), a Delaware corporation (“PubCo”), the TRA Holders and the Agent.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2024 • Zeo Energy Corp. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2024, is made and entered into by and among Zeo Energy Corp., a Delaware corporation (f/k/a ESGEN Acquisition Corporation) (the “Company”), ESGEN LLC, a Delaware limited liability company (the “Sponsor”), the undersigned equityholders (the “Sunergy Equityholders”) of Sunergy Renewables, LLC, a Nevada limited liability company (“Sunergy”), the undersigned Existing SPAC Holders (as defined below) and the remaining Holders on the signature pages hereto (each such undersigned party, together with the Existing SPAC Holders, Sponsor, Sunergy Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined herein shall have the meanings provided in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2024 • ESGEN Acquisition Corp • Miscellaneous electrical machinery, equipment & supplies
This Amended and Restated Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (together with its successors, including as a result of such domestication, “SPAC”), ESGEN OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of SPAC (“OpCo”), and the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated as of April 19, 2023 (as amended by Amendment No. 1 on January 24, 2024, and as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, OpCo, Sunergy Renewables, LLC, a Nevada limited liability company (the “Company”), and the other parties thereto, pursuant to which the parties to
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 25th, 2024 • ESGEN Acquisition Corp • Miscellaneous electrical machinery, equipment & supplies
This Amendment No. 1 (this “Amendment”), dated as of January 24, 2024 (the “Effective Date”), is made by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“SPAC”), and Sunergy Renewables, LLC, a Nevada limited liability company (the “Company”), to that certain Business Combination Agreement, dated as of April 19, 2023 (as amended, the “BCA”), by and among SPAC, the Company and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
AMENDMENT NO. 2 TO LETTER AGREEMENTLetter Agreement • January 25th, 2024 • ESGEN Acquisition Corp • Miscellaneous electrical machinery, equipment & supplies
This Amendment No. 2 (this “Amendment”), dated as of January 24, 2024 (the “Effective Date”) to the Letter Agreement (as defined below) is entered into by and among (i) ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (ii) ESGEN LLC, a Delaware limited liability company (“Sponsor”), and (iii) each of the undersigned, including one or more client accounts of Salient Capital Partners, LLC, a Texas limited liability company (each, an “Insider” and, collectively, the “Insiders”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Letter Agreement (as defined below).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • March 12th, 2024 • ESGEN Acquisition Corp • Miscellaneous electrical machinery, equipment & supplies • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of March 11, 2024, is made by and between ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and The K2 Principal Fund L.P. (the “Backstop Investor”).
BUSINESS COMBINATION AGREEMENT by and among ESGEN ACQUISITION CORPORATION, SUNERGY RENEWABLES, LLC, THE SELLERS PARTY HERETO, ESGEN OPCO, LLC, ESGEN LLC (SOLELY WITH RESPECT TO SECTION 7.20 AND SECTION 9.03), and TIMOTHY BRIDGEWATER, IN HIS CAPACITY...Business Combination Agreement • April 20th, 2023 • ESGEN Acquisition Corp • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of April 19, 2023 (this “Agreement”), by and among ESGEN Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“SPAC”), ESGEN OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of SPAC (“OpCo”), the sellers set forth on the signature pages hereto (collectively, “Sellers” and each, a “Seller”), Sunergy Renewables, LLC, a Nevada limited liability company (the “Company” and, together with Sellers, the “Sunergy Parties”), ESGEN LLC, a Delaware limited liability company (“Sponsor”), solely with respect to SECTION 7.20 and SECTION 9.03, and Timothy Bridgewater, an individual, in his capacity as the Sellers Representative (in such capacity, the “Sellers Representative”).
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • April 20th, 2023 • ESGEN Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of April 19, 2023 (the “Effective Date”) to the Letter Agreement (as defined below) is entered into by and among (i) ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (ii) ESGEN LLC, a Delaware limited liability company (“Sponsor”), and each of the undersigned, including one or more client accounts of Salient Capital Partners, LLC, a Texas limited liability company (each, an “Insider” and, collectively, the “Insiders”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Letter Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2024 • ESGEN Acquisition Corp • Miscellaneous electrical machinery, equipment & supplies • Utah
This EMPLOYMENT AGREEMENT (“Agreement”) is made as of [______________], by and between ESGEN OpCo LLC (together with its successors and assigns, the “Company”), and Anton Hruby (“Employee”).
ESGEN Acquisition Corporation 5956 Sherry Lane Suite 1400 Dallas, TX 75225Securities Subscription Agreement • September 28th, 2021 • ESGEN Acquisition Corp • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on September [●], 2021 by and between certain client accounts of Salient Partners, L.P., (each, a “Subscriber” or “you”), and ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer of the Subscribers to purchase an aggregate amount of 831,393 Class B ordinary shares (the “Shares”) in the individual purchase amounts indicated on the signature pages hereto. Up to 29,575 of such Shares, in the aggregate, are subject to surrender and cancellation by you, in the individual amounts indicated on the signature pages hereto, if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and each Subscriber’s agreements regarding such Shares are as follows:
ESGEN ACQUISITION CORPORATION 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 October 22, 2021Office Space and Administrative Services Agreement • October 25th, 2021 • ESGEN Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statements (the “Registration Statements”) for the initial public offering (the “IPO”) of the securities of ESGEN Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statements) (such earlier date hereinafter referred to as the “Termination Date”), ESGEN LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 5956 Sherry Lane, Suite 1400, Dallas, Texas 75225 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Te
SUBSCRIPTION AGREEMENTSubscription Agreement • October 31st, 2024 • Zeo Energy Corp. • Miscellaneous electrical machinery, equipment & supplies
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date first set forth above, by and between Zeo Energy Corp., a Delaware corporation (“Zeo”), and LHX Intermediate, LLC, a Delaware limited liability company (the “Investor”), in connection with the Asset Purchase Agreement, dated as of October 25, 2024 (the “APA”), by and among Zeo and Lumio Holdings, Inc., a Delaware corporation (“Lumio Holdings”), and the direct and indirect subsidiaries of Lumio Holdings as set forth in the signature pages attached thereto (collectively with Lumio Holdings, “Sellers”), pursuant to which Zeo will purchase certain assets and assume certain liabilities of the Sellers, as set forth therein (the “Sale”), in a sale authorized by the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) pursuant to, inter alia, sections 105, 363 and 365 of the chapter 11 of the United States Code, 11 U.S.C. §§ 101 1532 (the “Bankruptcy Code”), in accordance wit
ESGEN Acquisition Corporation 5956 Sherry Lane Suite 1400 Dallas, TX 75225Securities Subscription Agreement • September 28th, 2021 • ESGEN Acquisition Corp • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on April 26, 2021 by and between ESGEN LLC, a Delaware limited liability company (the “Subscriber” or “you”), and ESGEN Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
SIDE LETTERSide Letter • March 20th, 2024 • Zeo Energy Corp. • Miscellaneous electrical machinery, equipment & supplies
Reference is made to that certain Letter Agreement by and among the Company, Sponsor, the Insiders and Sunergy, dated as of October 22, 2021 (as amended on April 19, 2023 and January 24, 2024, the “Letter Agreement”). Capitalized terms not defined in this Agreement shall have the meanings set forth in the Letter Agreement. Reference is also made to that certain Business Combination Agreement (as the same may be amended, supplemented or modified, the “BCA”), dated as of April 19, 2023, by and among the Company, ESGEN OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, the sellers set forth on the signature pages thereto, Sunergy, Sponsor, and Timothy Bridgewater, an individual, in his capacity as the Sellers Representative thereunder, as amended by that certain Amendment No. 1 to Business Combination Agreement, dated as of January 24, 2024.
ESGEN ACQUISITION CORPORATION 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 [●], 2021Office Space and Administrative Services Agreement • September 28th, 2021 • ESGEN Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statements (the “Registration Statements”) for the initial public offering (the “IPO”) of the securities of ESGEN Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statements) (such earlier date hereinafter referred to as the “Termination Date”), ESGEN LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 5956 Sherry Lane, Suite 1400, Dallas, Texas 75225 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Te
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESGEN OPCO, LLCLimited Liability Company Agreement • March 20th, 2024 • Zeo Energy Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ESGEN OPCO, LLC, a Delaware limited liability company (the “Company”), dated as of March 13, 2024, is entered into by and among the Members that are party hereto, Zeo Energy Corp. (f/k/a ESGEN Acquisition Corporation), a Delaware corporation (the “Manager”), and each other Person as may become a Member from time to time, pursuant to the provisions of this Agreement.
ASSET PURCHASE AGREEMENT Dated as of OCTOBER 25, 2024 by and AMONG ZEO ENERGY CORP. as Purchaser, and Lumio holdings, Inc. AND ITS SUBSIDIARIES NAMED HEREIN, as sellerSAsset Purchase Agreement • October 31st, 2024 • Zeo Energy Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of October 25, 2024, is made by and among (a) Zeo Energy Corp., a Delaware corporation (“Purchaser”), and (b)(i) Lumio Holdings, Inc., a Delaware corporation (“Lumio Holdings”), and (ii) the direct and indirect subsidiaries of Lumio Holdings as set forth in the signature pages attached hereto (together with Lumio Holdings, each a “Seller” and, collectively, “Sellers”). Purchaser and Sellers are referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used herein shall have the meanings set forth herein including Article IX.
