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).
