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...Letter 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).
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
