{"url_path":"/sec/zeo/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1865506/0001213900-26-068775-index.html","accession_number":"0001213900-26-068775","cik":"0001865506","ticker":"ZEO","issuer_name":"Zeo Energy Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1865506/0001213900-26-068775-index.html","primary_entity_key":"0001865506","primary_entity_name":"Zeo Energy Corp."},"word_count":1213,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nNote Purchase Agreement\n\n \n\nOn June 9, 2026, Zeo Energy Corp., a Delaware\ncorporation (the “**Company**”), and White Lion Capital, LLC, a Nevada limited liability company (“**White Lion**”),\nentered into a Note Purchase Agreement (the “**Note Purchase Agreement**”). Pursuant to the Note Purchase Agreement, the\nCompany agreed to issue, and White Lion agreed to purchase, at one or more closings, on the terms and conditions contained in the Note\nPurchase Agreement, unsecured promissory notes in an aggregate funded amount of up to $7,500,000 (each a “**Convertible Note,**”\nand, collectively, the “**Convertible Notes**”). The first closing occurred on June 9, 2026 (the “**First Closing**”),\nin which the Company issued to White Lion a Convertible Note in the principal amount of $1,670,000 for gross proceeds to the Company of\n$1,500,000. Additional closings for up to $6,000,000 of gross proceeds to the Company may occur at any time prior to June 9, 2027 upon\nthe mutual written agreement of the Company and White Lion, subject to customary closing conditions. Any Convertible Notes issued at a\nsubsequent closing will be issued with an original issue discount of 10%.\n\n \n\nThe Convertible Notes mature 24-months from the\ndate of issuance and accrue interest at an annual rate of five percent (5%) per annum. The Convertible Notes are convertible, in whole\nor in part, into shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “**Class A Common Stock**”\nand the shares of Class A Common Stock issuable upon conversion of the Convertible Notes, the “**Conversion Shares**”),\nat the option of White Lion, at a price per share equal to the greater of (i) $0.50 per share (the “**Floor Price**”) and\n(ii) the lesser of (A) the Nasdaq Minimum Price (as defined under Nasdaq rules) and (B) the lowest daily volume weighted average price\nof the Class A Common Stock during the five (5) trading day period ending on the latest complete trading day prior to the conversion date\nmultiplied by 95% (the “**Conversion Price**”). The Conversion Price is subject to adjustment upon forward and reverse\nstock splits, distributions and the like and is also subject to adjustment upon a dilutive issuance by the Company where the Company receives\nper share consideration at a price below the then effective Conversion Price. The Floor Price will no longer apply to the Conversion Price\nif: (i) the Company completes a subsequent equity raise with any party other than White Lion below $0.50, (ii) the average of the volume\nweighted average prices of the Class A Common Stock for thirty (30) consecutive trading days is less than $0.50 nor (iii) an event of\ndefault occurs.\n\n \n\nThe Convertible Notes are subject to customary\nevents of default including, but not limited to, the Company’s failure to make principal and interest payments when due, the Company’s\nfailure to timely issue Conversion Shares upon conversion of the Convertible Notes, the breach of any covenants, representations or warranties\ncontained in the Note Purchase Agreement, the Convertible Notes or the RRA (as hereinafter defined), in the event of certain monetary\njudgments against the Company, upon a bankruptcy or liquidation of the Company, the delisting of the Class A Common Stock, the failure\nto timely comply with the reporting requirements of the Exchange Act of 1934, as amended, and such other events of default included in\nthe Convertible Notes. Upon an event of default, subject to any applicable cure period, the principal amount of the Convertible Notes\nwill automatically be increased to an amount equal to (x) 120% multiplied by the then outstanding principal amount of this Note plus (y)\naccrued and unpaid interest on the unpaid principal amount of the Convertible Note to the date of payment and the full amount under the\nConvertible Notes will become due and payable to White Lion.\n\n \n\nThe Convertible Notes contain ownership limitations\npursuant to which White Lion does not have the right to exercise any portion of its Convertible Notes if it would result in White Lion\n(together with its affiliates) beneficially owning more than 4.99% (or, at the election of White Lion, 9.99%) of the outstanding into\nClass A Common Stock of the Company. The Convertible Notes are repayable by the Company at any time, in whole or in part, without premium\nor penalty; provided however, that prior to any prepayment the Company must provide at least 5 business days’ written notice to\nWhite Lion desire to prepay specifying the date of prepayment (the “**Prepayment Date**”) and prior to the Prepayment Date,\nWhite Lion may exercise any of its rights under the Convertible Notes, including without limitation its conversion rights. Upon an event\nof default, the outstanding principal amount of the outstanding Convertible Notes, plus accrued but unpaid interest will become immediately\ndue and payable in full. Events of default include, among others, failure to pay any principal or interest amounts under the Convertible\nNotes, failure to perform covenants in the Convertible Notes and certain bankruptcy and insolvency conditions of the Company.\n\n \n\n1\n\n \n\n \n\nPursuant to applicable Nasdaq rules and the Note\nPurchase Agreement, in no event may the shares issued to White Lion under the Note Purchase Agreement upon the conversion of the Convertible\nNotes exceed 19.99% of the Company’s outstanding shares of Class A Common Stock immediately prior to the First Closing (the “**Conversion\nCap**”). Any conversion or issuance, or portion thereof, that would otherwise exceed the Conversion Cap shall be void ab initio,\nand the number of shares of Class A Common Stock to be issued in connection with any such conversion or issuance shall be automatically\nreduced to the maximum number of shares issuable without exceeding the Conversion Cap, unless the Company obtains stockholder approval\nto issue shares of Class A Common Stock in excess of the Conversion Cap in accordance with applicable Nasdaq rules. Under the Note Purchase\nAgreement, the Company is obligated to seek stockholder approval for issuances to White Lion above the Conversion Cap within 60 days from\nJune 9, 2026.\n\n \n\nPursuant to the Note Purchase Agreement and the\noutstanding Convertible Note, the Company is also subject to a most favored nation clause and restrictions on its ability to complete\nvariable rate debt securities and enter equity lines of credit with providers other than White Lion without White Lion’s prior consent.\n\n \n\nConcurrently with the Note Purchase Agreement,\nthe Company entered into a related Registration Rights Agreement (the “**RRA**”) with White Lion, pursuant to which the\nCompany agreed to file, within 30 days following the First Closing, a Registration Statement with the Securities and Exchange Commission\ncovering the resale by White Lion of Conversion Shares. The RRA also contains usual and customary damages provisions for failure to file\nand failure to have the Registration Statement declared effective by the SEC within the time periods specified therein.\n\n \n\nThe Note Purchase Agreement, the Convertible Notes\nand the Registration Rights Agreement include other customary terms and conditions. The above description of the Note Purchase Agreement,\nthe Convertible Notes, and the Registration Rights Agreement are qualified in their entirety by the text of the Note Purchase Agreement,\nForm of Convertible Note, and Registration Rights Agreement copies of which are attached as Exhibits 10.1, 10.2, and 10.03, respectively,\nto this Current Report on Form 8-K and incorporated herein by reference."}