SecProbe.io

745 Seventh Avenue
 New York, NY 10019
 United States

29225864V2 April 3, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
To Whom it May Concern:
Barclays Capital Inc. (“Barclays”) was informed that ESGEN Acquisition Corporation (the “C ompany”) intends to pursue
a business combination with SU NERGY RENEWABLES, LLC or on e of its affiliate(s) (the “Target”) (the “Business
Combination”).  Barclays has not been engaged by the Company, the sponsor or the Target regarding the Business
Combination.  However, because Barclays served as one of the Company’s underwrite rs on its initial public offering (the
“IPO”), Barclays will be entitled to its portion of th e back-end fee if the Business Combination is consummated.

Citigroup Global Markets Inc. and Barclays Capital Inc., in each case, as representatives of the several underwriters,
previously entered into an underwriting  agreement, dated October 19, 2021 (the “Underwriting Agreement”) related to the
Company’s IPO that entitles Barclays to a portion of the De ferred Discount (as defined in the Underwriting Agreement).
Barclays informed the Company that it ha s waived any rights it has to the Deferre d Discount solely as it relates to the
Business Combination.
A registration statement for the Business Combination has not filed or confidentia lly submitted with the Securities and
Exchange Commission and, therefore, has not yet been declared effective as of the date of this letter.
This letter is to advise you that, effective as of April 3, 2023, Barclays (i) waived any De ferred Discount solely with
respect to the Business Combination and (ii) has resigned fr om, or ceased or refused to  act in, every capacity and
relationship in which we may be describe d in any registration statement with resp ect to the Business Combination as acting
or agreeing to act (including, without limit ation, any capacity or relationship (A) required to be described under Paragraph
(5) of Schedule A (15 U.S.C. 77aa) or (B) for which consent is  required under Section 7 of the Securities Act of 1933, as
amended (the “Securities Act”)) with respect to the Business Combination.
Therefore, we hereby advise you and the Company, that pursuan t to Section 11(b)(1) of the Se curities Act, that none of
our firm, any person who contro ls it (within the meaning of either Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as ame nded) or any of its affiliat es (within the meaning of Rule 405 under the Securities
Act) will be responsible for any part of th e registration statement with respect to the Business Combination. This notice is
not intended to constitute an acknowledg ment or admission that we have been or  are an underwriter (within the meaning
of Section 2(a)(11) of the Securities Act or the rules and re gulations promulgated thereunder) with respect to the Business
Combination.

 Sincerely,
 BARCLAYS CAPITAL INC.

 By:  _____________________
 Name:
 Title: Managing Director BARClAYS