REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 25th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 22, 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”).
October 22, 2021Letter Agreement • October 25th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
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”), and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 27,600,000 of the Company’s units (the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-l and a prospectus (the “Prospectus”) filed by the Compan
WARRANT AGREEMENT ESGEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 25th, 2021 • ESGEN Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 22, 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 24,000,000 Units UNDERWRITING AGREEMENTESGEN Acquisition Corp • October 25th, 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 24,000,000 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 3,600,000 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 • October 25th, 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 October 22, 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 Partners, LLC, a Texas limited liability company (the “Salient Client Accounts” and together with the Sponsor, the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • October 25th, 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.
ESGEN ACQUISITION CORPORATION 5956 Sherry Lane, Suite 1400 Dallas, Texas 75225 October 22, 2021ESGEN Acquisition Corp • October 25th, 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
