Sunergy Renewables, LLC entered into a definitive business combination agreement to acquire ESGEN Acquisition Corporation (NasdaqGM:ESAC) from ESGEN LLC and others for approximately $410 million in a reverse merger transaction on April 19, 2023. The number of Seller OpCo Units to be issued in the ESGEN Contribution will equal that number of OpCo Units with a value (valuing each OpCo Unit equal to $10.00) equal to $410,000,000, plus the amount (if any) of any financing contemplated by the Financing Agreements that is equity financing for equity of Sunergy or Sunergy Convertible Interests and is converted to Sunergy Company Interests as part of the Sunergy Exchanges, minus any Sunergy Recapitalization Debt. Sunergy Renewables will rollover its equity in the transaction and is expected to hold 41 million shares representing 82.8% stake in the combined company. The combined company is expected to be listed on the Nasdaq Stock Exchange. The transaction is currently anticipated to generate gross proceeds of up to approximately $65 million of cash, underpinned by a $10 million participation in the common stock PIPE by ESGEN?s sponsor, ESGEN LLC (to be funded by the sponsor?s affiliate Energy Spectrum Partners VIII LP (?Energy Spectrum?)) at $10.00 per share. The proceeds will provide growth capital to Sunergy for expansion of customer offerings and general corporate purposes. The pro forma implied enterprise value of the combined company is expected to be $475 million. Post completion, the Board of Directors of the combined company will include representatives from both Sunergy and ESGEN. The ESGEN Board shall consist of seven directors and such board shall initially include one director nominee to be chosen by ESGEN LLC; and six director nominees to be chosen by Sunergy Renewables.

Completion of the proposed transaction is subject to customary closing conditions including, but not limited to, the absence of any order, law or other legal restraint or prohibition enacted, issued or promulgated by any court of competent jurisdiction or other governmental entity of competent jurisdiction having the effect of making the Business Combination illegal or otherwise prohibiting the consummation of the Business Combination, the termination or expiration of any applicable waiting period applicable to the consummation of the Business Combination under the Hart-Scott-Rodino Act, the effectiveness of the Registration Statement on Form S-4 registering the ESGEN Class A Common Stock to be issued in connection with the agreement, receipt of the required approvals of ESGEN?s shareholders at a meeting of the shareholders (v) the ESGEN Class A Common Stock to be issued in connection with the business combination immediately after closing shall be listed on Nasdaq and ESGEN will be able to satisfy any continued listing requirements of Nasdaq immediately after closing, ESGEN having at least $5,000,001 of net tangible assets remaining immediately after any holders of the ESGEN Class A Ordinary Shares exercise their redemption rights, the members of the post-Business Combination ESGEN board of directors shall have been elected or appointed in accordance with the Business Combination Agreement, the Aggregate Transaction Proceeds shall be greater than or equal to $20 million and execution and delivery of closing deliveries including Registration Rights Agreement. The board of Directors of ESGEN and the board of managers of Sunergy have unanimously approved the transaction. ESGEN Board recommended the approval and adoption of the agreement by the shareholders of ESGEN. The business combination is expected to be completed during the fourth quarter of 2023.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, served as exclusive financial advisor and lead capital markets advisor to ESGEN Acquisition Corporation. Kevin Crews, Julian Seiguer, Matthew Turner, Mark Dundon, Bill Dong and Jack Shirley of Kirkland & Ellis LLP served as legal counsel to ESGEN Acquisition Corporation and Energy Spectrum. Craig T. Alcorn of Eversheds Sutherland (US) LLP and Matthew A. Gray of Ellenoff Grossman & Schole LLP served as legal counsel to Sunergy. Morrow Sodali LLC is acting as proxy solicitor for ESGEN Acquisition for a fee of $15,000. The transfer agent for the securities of ESGEN is Continental Stock Transfer & Trust Company.