SIDE LETTER
Exhibit 10.5
March 13, 2024
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 Xxxxxxx Xxxxxxxxxxx, 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.
For good and valuable consideration, the undersigned each agree that (a) the share surrender, forfeiture and cancellation referenced in Section 21(a) and 21(d) of the Letter Agreement and Section 2.01(b)(i) of the BCA shall be of no force or effect with regards to 778,381 of the Sponsor Forfeited Shares (the “Uncancelled Sponsor Forfeited Shares”), and such Uncancelled Sponsor Forfeited Shares shall (i) immediately following the Domestication (as defined in the BCA) and the conversion of the SPAC Class A Shares to SPAC Class A Common Stock (as contemplated by Section 2.01(c) of the BCA), automatically, and without further action on the part of the Sponsor, be surrendered and forfeited, for no consideration and as a contribution to the capital of SPAC, and (ii) following forfeiture by the Sponsor, not be cancelled and instead be retained in the treasury of the Company to be reissued at or following the Closing at the sole discretion of the Company, and (b) Section 5 of the Letter Agreement shall be of no force and effect with regards to the Uncancelled Sponsor Forfeited Shares and such Uncancelled Sponsor Forfeited Shares shall bear no legends.
[Signature Pages Follow]
| ESGEN ACQUISITION CORPORATION | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | Chief Executive Officer | |
| ESGEN LLC | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Authorized Signatory | |
| /s/ Xxxxx X. Xxxx | ||
| Xxxxx X. Xxxx | ||
| /s/ Xxxx X. Xxxxxx | ||
| Xxxx X. Xxxxxx | ||
| /s/. Xxxxxx Xxxxxxx | ||
| Xxxxxx Xxxxxxx | ||
| SUNERGY RENEWABLES, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxxx | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Xxxx Xxxxx | |
| /s/ Xxxx Xxxxx |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Xxxxx Xxxx | |
| /s/ Xxxxx Xxxx |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
Xxxxxxx & Xxxxx Xxxxxx
| /s/ Xxxxxxx Xxxxxx | |
| Xxxxxxx Xxxxxx | |
| /s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Xxx Xxxxxxxx | |
| /s/ Xxx Xxxxxxxx |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Xxxxx Xxxxxxxxxx | |
| /s/ Xxxxx Xxxxxxxxxx |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
Hundy Holdings LLC
| By: | Xxxx Xxxxxxxxx | |
| /s/ Xxxx Xxxxxxxxx | ||
| Title: Managing Member | ||
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Wise Family Holdings, LP | ||
| By: | Xxxxx Xxxx | |
| /s/ Xxxxx Xxxx | ||
| Title: General Partner | ||
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Xxxxxx Financial LLC | ||
| By: | Xxxx Xxxxxx | |
| /s/ Xxxx Xxxxxx | ||
| Title: Managing Member | ||
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Xxxx Xxx Xxxxxx | |
| /s/ Xxxx Xxx Xxxxxx |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Xxxxxx X. Xxxxxxx | |
| /s/ Xxxxxx X. Xxxxxxx |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Xxxxxx Xxxxxxxx | |
| /s/ Xxxxxx Xxxxxxxx |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Xxxxx Xxxxx | |
| /s/ Xxxxx Xxxxx |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| JJN Investments No. 2, LP | ||
| By: | Xxxxxx Xxxxxx | |
| /s/ Xxxxxx Xxxxxx | ||
| Title: | President | |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Xxxx Xxxxxxx Partners, LP | |
| By: Xxxxxxx Xxxx | |
| /s/ Xxxxxxx Xxxx |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Xxxxxx Xxxxxxxx Exempt Trust | ||
| By: | Xxxxxx Xxxxxxxx | |
| /s/ Xxxxxx Xxxxxxxx | ||
| Title: Trustee | ||
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Southpaw Interests LLC | ||
| By: | Xxxxx Xxxx Revocable Living Trust | |
| By: | Xxxxx Xxxx | |
| /s/ Xxxxx Xxxx | ||
| Title: | Xxxxx Xxxx, Trustee Xxxxx Xxxx Revocable Living Trust Managing Member | |
[Signature Page to Side Letter]
