Exhibit 10.7


 


ESGEN
Acquisition Corporation

5956 Sherry Lane

Suite 1400

Dallas, TX 75225


 


April 27,
2021


ESGEN LLC


5956 Sherry Lane


Suite 1400


Dallas, TX 75225


 


RE:     Securities
Subscription Agreement


 


Gentlemen:


 


This
agreement (this “Agreement”) is entered into on April 26, 2021 by and between ESGEN LLC, a Delaware limited liability
company (the “Subscriber” or “you”), and ESGEN Acquisition Corporation, a Cayman Islands exempted
company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made
to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which
are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units
(“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”).
The Company and the Subscriber’s agreements regarding such Shares are as follows:


 


1.            Purchase
of Securities


 


1.1            Purchase
of Shares


 


For
the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues
the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 937,500 of which are
subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this
Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration
of such shares as a matter of Cayman Islands law.


 


1.2            Repurchase
of Shares


 


On
the issuance of the Shares, the Company shall repurchase the one Class B ordinary share, par value $0.0001, in the Company (being
the initial subscriber share) currently held by the Subscriber.


 


2.            Representations,
Warranties and Agreements


 


2.1            Subscriber’s
Representations, Warranties and Agreements


 


To
induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with
the Company as follows:


 






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2.1.1            No
Government Recommendation or Approval


 


The
Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the
Shares.


 


2.1.2            No
Conflicts


 


The
execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby
do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any
agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which
the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3            Registration
and Authority


 


The
Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all
requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by
you, this Agreement will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity).


 


2.1.4            Experience,
Financial Capability and Suitability


 


Subscriber
is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares; and (ii) able
to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered
under the Securities Act (as defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an
exemption from such registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company
and has the capacity to protect its own interests. Subscriber must bear the economic risk of this investment until the Shares are sold
pursuant to: (i) an effective registration statement under the Securities Act; or (ii) an exemption from registration available
with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss
of Subscriber’s investment in the Shares.


 


2.1.5            Access
to Information; Independent Investigation


 


Prior
to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives
of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and
the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make
this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based
upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands
that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2
and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral,
relating to the Company, its operations and/or its prospects.


 


2.1.6            Regulation
D Offering


 


Subscriber
represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made
in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of
Regulation D under the Securities Act or similar exemptions under federal and state law.


 






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2.1.7            Investment
Purposes


 


The
Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or
benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to
enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 of Regulation
D under the Securities Act.


 


2.1.8            Restrictions
on Transfer; Shell Company


 


Subscriber
understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber
understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities
Act, and Subscriber understands that the certificates representing the Shares will contain a legend in respect of such restrictions.
If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold,
pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act; or (ii) an available exemption
from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition
precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company.
Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the
Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year following
consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144
and the release or waiver of any contractual transfer restrictions.


 


2.1.9            No
Governmental Consents


 


No
governmental, administrative or other third party consents or approvals are required or necessary on the part of Subscriber in connection
with the transactions contemplated by this Agreement.


 


2.2            Company’s
Representations, Warranties and Agreements


 


To
induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber
as follows:


 


2.2.1            Incorporation
and Corporate Power


 


The
Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction in which the failure to so qualify
would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company.
The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by the Company, this Agreement will be a legal, valid and binding agreement of the Company, enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity).


 






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2.2.2            No
Conflicts


 


The
execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do
not violate, conflict with or constitute a default under (i) the memorandum and articles of association of the Company, (ii) any
agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the
Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3            Title
to Securities


 


Upon
issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of members,
the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to,
the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good title to the
Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and other
agreements to which the Shares may be subject, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4            No
Adverse Actions


 


There
are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain,
enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement; or (ii) question the validity
or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.


 


3.            Surrender
and Cancellation of Shares


 


3.1            Partial
or No Exercise of the Over-allotment Option


 


In
the event the Over-allotment Option granted to the representative(s) of the underwriters of the Company’s IPO is not exercised
in full, the Subscriber acknowledges and agrees that it shall surrender for cancellation any and all rights to such number of Shares
(up to an aggregate of 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately
following such surrender, the Subscriber (and all other initial shareholders prior to the IPO, if any) will own an aggregate number of
Shares (not including ordinary shares issuable upon exercise of any warrants or any ordinary shares purchased by Subscriber in the Company’s
IPO or in the aftermarket) equal to 20% of the issued and outstanding ordinary shares of the Company immediately following the IPO.


 


3.2            Termination
of Rights as Shareholder


 


If
any of the Shares are surrendered and cancelled in accordance with this Section 3, then after such time the Subscriber (or successor
in interest), shall no longer have any rights as a holder of such Shares, and the Company shall take such action as is appropriate to
cancel such Shares.


 


4.            Waiver
of Liquidation Distributions; Redemption Rights


 


In connection
with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any
kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s
public shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”),
in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For
purposes of clarity, in the event the Subscriber purchases ordinary shares in the IPO or in the aftermarket, any additional Shares so
purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the
right to redeem any ordinary shares into funds held in the Trust Account upon the successful completion of an initial business combination.


 






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5.            Restrictions
on Transfer


 


5.1            Securities
Law Restrictions


 


In
addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”)
to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge,
hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (i) a registration statement on the appropriate
form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be
effective or (ii) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration
is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities
and Exchange Commission thereunder and with all applicable state securities laws.


 


5.2            Restrictive
Legends


 


Any
certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


 


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH
LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 





“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”


 


5.3            Additional
Shares or Substituted Securities


 


In
the event of the declaration of a share capitalization, the declaration of an extraordinary dividend payable in a form other than Shares,
a spin-off, a share sub-division, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s
outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason
of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible
shall immediately be subject to Section 3 or this Section 5. Appropriate adjustments to reflect the distribution of such securities
or property shall be made to the number and/or class of Shares subject to Section 3 or this Section 5.


 






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5.4            Registration
Rights


 


Subscriber
acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act and
will become freely tradable only after certain conditions are met or they are registered pursuant to a Registration and Shareholder Rights
Agreement to be entered into with the Company prior to the closing of the IPO.


 


6.            Other
Agreements


 


6.1            Further
Assurances


 


Subscriber
agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of
this Agreement.


 


6.2            Notices


 





All
notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to
the address designated in writing; (ii) by facsimile to the number most recently provided to such party or such other address or
fax number as may be designated in writing by such party; and (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


6.3            Entire
Agreement


 


.
This Agreement, together with that certain Insider Letter to be entered into between Subscriber and the Company, substantially in the
form to be filed as an exhibit to the Registration Statement on Form S-1 associated with the Company’s IPO, embodies the entire
agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior
oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant
or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express
terms and provisions of this Agreement.


 


6.4            Modifications
and Amendments


 


The
terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 


6.5            Waivers
and Consents


 


The
terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent
shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver
or consent.


 






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6.6            Assignment


 


The
rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.


 


6.7            Benefit


 


All
statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed
to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.


 


6.8            Governing
Law


 


This
Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of Delaware
applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.


 


6.9            Severability


 


In
the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.


 


6.10            No
Waiver of Rights, Powers and Remedies


 


No
failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the
parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right,
power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power
or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.
The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies.
No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand
to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without such notice or demand.


 


6.11            Survival
of Representations and Warranties


 


All
representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided
for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.


 


6.12            No
Broker or Finder


 


Each
of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf
in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each
of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by
any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the
cost of legal expenses incurred in defending against any such claim.


 






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6.13            Headings
and Captions


 


The
headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify
or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14            Counterparts


 


This
Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other
form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15            Construction


 


The
parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof
will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
 “includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will
be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
 “herein,” “hereof,” “hereby,” “hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend
that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached
will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


6.16            Mutual
Drafting


 


This
Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7.            Voting
and Redemption of Shares


 


Subscriber
agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s
shareholders and shall not seek redemption or repurchase with respect to such Shares. Additionally, the Subscriber agrees not to tender
any Shares in connection with a tender offer presented to the Company’s shareholders in connection with an initial business combination
negotiated by the Company.


 


[Signature
Page Follows]


 






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If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to
us.


 


	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	ESGEN ACQUISITION CORPORATION
	 	 	 	 	 
	 	 	 	By:	/s/ James P. Benson
	 	 	 	Name:	James P. Benson
	 	 	 	Title: 	Authorized Signatory



 


	Accepted and agreed as of the date first written above.	 	 	 
	 	 	 	 
	ESGEN LLC	 	 	 
	 	 	 	 	 
	By:	/s/ James P. Benson	 	 	 
	Name:	James P. Benson	 	 	 
	Title:	Authorized Signatory