Exhibit 10.5


 


ESGEN ACQUISITION CORPORATION

5956 Sherry Lane, Suite 1400

Dallas, Texas 75225



                           [●],
2021


 


ESGEN LLC

5956 Sherry Lane, Suite 1400

Dallas, Texas 75225


 


Ladies and Gentlemen:


 


This letter will confirm our
agreement that, commencing on the effective date (the “Effective Date”) of the registration statements (the
 “Registration Statements”) for the initial public offering (the “IPO”) of the securities
of ESGEN Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by
the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration
Statements) (such earlier date hereinafter referred to as the “Termination Date”), ESGEN LLC (the “Sponsor”)
shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services
as may be required by the Company from time to time, situated at 5956 Sherry Lane, Suite 1400, Dallas, Texas 75225 (or any successor location).
In exchange therefore, the Company shall pay Sponsor a sum of $10,000 per month on the Effective Date and continuing monthly thereafter
until the Termination Date upon which, at the Sponsor’s option, Company shall pay Sponsor an amount equal to $240,000 less any amounts
previously paid. Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”)
in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be established upon
the consummation of the IPO and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever.


 


Further, To the fullest extent
permitted by applicable law, the Company hereby agrees to indemnify, hold harmless and exonerate Sponsor and any of its affiliates (each,
a “Sponsor Indemnitee”) from any and all costs, fees, expenses, judgments, liabilities, fines, penalties and
amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of
such costs, fees, expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably incurred
by a Sponsor Indemnitee or on a Sponsor Indemnitee’s behalf in connection with any threatened, pending or completed action, suit,
arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding instituted by the Company or any third party in respect of any investment opportunities sourced by a Sponsor Indemnitee
for the Company or any liability arising with respect to a Sponsor Indemnitee’s activities in connection with the affairs of the
Company (in each case that are provided without a separate written agreement between the Company and such Sponsor Indemnitee); provided,
that in no event shall a Sponsor Indemnitee be entitled to be indemnified or held harmless hereunder in respect of any costs, fees, expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Sponsor Indemnitee may incur by reason of such person’s
own actual fraud or intentional misconduct; provided further, for the avoidance of doubt, that under no circumstance shall
a Sponsor Indemnitee have a Claim to any monies or assets held in the Trust Account, and the Company shall not be permitted to procure
monies or assets held in the Trust Account for the satisfaction of its obligations to any Sponsor Indemnitee in respect of the indemnification
provided hereunder.


 






    	 	 



     


    

 


This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


The parties may not assign
this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the other party.


 


This letter agreement shall
be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to
its choice of laws principles that will apply the laws of another jurisdiction.


 


This letter agreement may
be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be
produced to evidence the existence of this letter agreement.


 


[Signature Page Follows]


 






    	 	 



     


    

 


	 	Very truly yours,
	 	 
	 	ESGEN ACQUISITION CORPORATION
	 	 
	 	 
	 	By:	          
	 	 	Name:
	 	 	Title:


 


[Signature Page to Administrative Services Agreement]


 






    	 	 



     


    

 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	ESGEN LLC	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Administrative Services Agreement]