INDEMNITY AGREEMENTIndemnity 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”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 28th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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”).
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”),...Letter Agreement • September 28th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
ESGEN Acquisition Corporation 20,000,000 Units UNDERWRITING AGREEMENTESGEN Acquisition Corp • September 28th, 2021 • 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 28th, 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 , 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 Advisors, LLC, a Texas limited liability company (the “Salient Clients” and together with the Sponsor, the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • September 28th, 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 5956 Sherry Lane Suite 1400 Dallas, TX 75225ESGEN Acquisition Corp • September 28th, 2021 • 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, TX 75225ESGEN Acquisition Corp • September 28th, 2021 • 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:
ESGEN ACQUISITION CORPORATION 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 [●], 2021ESGEN Acquisition Corp • September 28th, 2021 • 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
