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 | |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Clay Davis | |
| /s/ Clay Davis |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Kenny Feng | |
| /s/ Kenny Feng |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
Michael & Kelly Handel
| /s/ Michael Handel | |
| Michael Handel | |
| /s/ Kelly Handel | |
| Kelly Handel |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Ike Claypool | |
| /s/ Ike Claypool |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| David Rosenfield | |
| /s/ David Rosenfield |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
Hundy Holdings LLC
| By: | Ryan Omohundro | |
| /s/ Ryan Omohundro | ||
| Title: Managing Member | ||
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Wise Family Holdings, LP | ||
| By: | Scott Wise | |
| /s/ Scott Wise | ||
| Title: General Partner | ||
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Donlin Financial LLC | ||
| By: | Paul Donlin | |
| /s/ Paul Donlin | ||
| Title: Managing Member | ||
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Kris Van Norman | |
| /s/ Kris Van Norman |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Gerald W. Schlief | |
| /s/ Gerald W. Schlief |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Dennis Rainosek | |
| /s/ Dennis Rainosek |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Scott Crist | |
| /s/ Scott Crist |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| JJN Investments No. 2, LP | ||
| By: | Johnny Duncan | |
| /s/ Johnny Duncan | ||
| Title: | President | |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Wade Hampton Partners, LP | |
| By: Gregory Reid | |
| /s/ Gregory Reid |
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Stacie Ferguson Exempt Trust | ||
| By: | Stacie Ferguson | |
| /s/ Stacie Ferguson | ||
| Title: Trustee | ||
[Signature Page to Side Letter]
Acknowledged and agreed
as of the date hereof:
| Southpaw Interests LLC | ||
| By: | David King Revocable Living Trust | |
| By: | David King | |
| /s/ David King | ||
| Title: | David King, Trustee David King Revocable Living Trust Managing Member | |
[Signature Page to Side Letter]
