ZEO ENERGY CORP. Enters into Note Purchase Agreement with White Lion Capital, LLC

Zeo Energy Corp. has entered into a Note Purchase Agreement with White Lion Capital, LLC. Under this agreement, Zeo Energy Corp. will issue unsecured promissory notes up to an aggregate funded amount of $7,500,000. The first closing occurred on June 9, 2026, with the issuance of a $1,670,000 principal amount note for gross proceeds of $1,500,000. Additional closings for up to $6,000,000 may occur before June 9, 2027, with subsequent notes issued at a 10% original issue discount. The notes mature in 24 months and bear 5% annual interest. They are convertible into Class A Common Stock at a price per share based on the greater of $0.50 or a percentage of the prevailing market price, subject to adjustments and limitations. The agreement includes customary events of default, which can lead to an increase in the principal amount and accelerated repayment. Ownership is limited to 4.99% or 9.99% of outstanding Class A Common Stock. Zeo Energy Corp. is obligated to seek stockholder approval for issuances exceeding certain thresholds and is restricted from entering certain other financing agreements without White Lion's consent. Concurrently, a Registration Rights Agreement was signed, requiring Zeo Energy Corp. to file a resale registration statement for the conversion shares.