EX-10.5 4 ea020202901ex10-5_zeoenergy.htm SIDE LETTER, DATED AS OF MARCH 13, 2024 BY AND AMONG ESGEN, SPONSOR, SUNERGY AND THE OTHER PARTIES THERETO

Exhibit 10.5

SIDE LETTER

March 13, 2024

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.

For good and valuable consideration, the undersigned each agree that (a) the share surrender, forfeiture and cancellation referenced in Section 21(a) and 21(d) of the Letter Agreement and Section 2.01(b)(i) of the BCA shall be of no force or effect with regards to 778,381 of the Sponsor Forfeited Shares (the “Uncancelled Sponsor Forfeited Shares”), and such Uncancelled Sponsor Forfeited Shares shall (i) immediately following the Domestication (as defined in the BCA) and the conversion of the SPAC Class A Shares to SPAC Class A Common Stock (as contemplated by Section 2.01(c) of the BCA), automatically, and without further action on the part of the Sponsor, be surrendered and forfeited, for no consideration and as a contribution to the capital of SPAC, and (ii) following forfeiture by the Sponsor, not be cancelled and instead be retained in the treasury of the Company to be reissued at or following the Closing at the sole discretion of the Company, and (b) Section 5 of the Letter Agreement shall be of no force and effect with regards to the Uncancelled Sponsor Forfeited Shares and such Uncancelled Sponsor Forfeited Shares shall bear no legends.

[Signature Pages Follow]

	ESGEN ACQUISITION CORPORATION

	By:	/s/ Andrea Bernatova
	Name:	Andrea Bernatova
	Title:	Chief Executive Officer

	ESGEN LLC

	By:	/s/ James P. Benson
	Name:	James P. Benson
	Title:	Authorized Signatory

	/s/ Larry L. Helm
	Larry L. Helm

	/s/ Mark M. Jacobs
	Mark M. Jacobs

	/s/. Sanjay Bishnoi
	Sanjay Bishnoi

	SUNERGY RENEWABLES, LLC

	By:	/s/ Timothy Bridgewater
	Name:	Timothy Bridgewater
	Title:	Chief Executive Officer and Chief Financial Officer