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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 20th, 2024 • Zeo Energy Corp. • Miscellaneous electrical machinery, equipment & supplies • Utah
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of March 13, 2024, by and between ESGEN OpCo LLC (together with its successors and assigns, the “Company”), and Kalen Larsen (“Executive”).
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).
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.
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.
