展品10.2

Subscription協議

2024年10月25日

能源公司

小路 7625 號，200A 套房
佛羅里達州新裏奇港 34654

注意：Tim Bridgewater

女士們，先生們：

本訂閱協議 （這個”訂閱協議”) 是自上述首次規定的日期起由Zeo Energy簽訂的 Corp.，一家特拉華州公司（”零”），以及特拉華州有限責任公司 LHX Intermediate, LLC（”投資者”）， 與截至2024年10月25日的資產購買協議有關（”爸爸”），由 Zeo 和 Lumio 共同創作 Holdings, Inc.，一家特拉華州公司（”Lumio Holdings”），以及 Lumio Holdings 的直接和間接子公司 如所附的簽名頁所示（統稱爲 Lumio Holdings，”賣家”），據此 Zeo將購買某些資產並承擔賣方的某些負債，如其中所述（”出售”）， 在美國特拉華特區破產法院批准的出售中（”破產法院”）根據， 除其他外，《美國法典》第11章第105、363和365節，《美國法典》第11編第101 1532節（”破產 代碼”），根據《破產法》和《聯邦破產程序規則》的其他適用條款 以及破產法院的地方法規。本訂閱協議中使用但未定義的任何大寫術語均具有其含義 在APA中歸因於該術語。

投資者是出售方的債權人，在出售交易中，Zeo希望獲得投資者的承諾，在APA協議規定的交易完成後，以定向增發的方式購買1,873,103股Zeo的A類普通股，每股面值爲0.0001美元APA交割）Zeo的Class A普通股，每股面值爲0.0001美元股份”，以每股1.45美元的價格購買 (“普通股”每股價格分拆購買價格爲$2,716,000（）認購額度”).

關於此事，並考慮到前述以及雙方的聲明、保證和契約，並根據此處規定的條件，並希望通過此受到法律約束，投資者和Zeo各自承認並同意如下：

1. 認購根據APA結束，且與其相結合，根據本協議約定的條件， （i）投資者在結束時無條件地認購併同意從Zeo以每股價格等於每股價格的價格購買股票，買入總購買價格等於認購額度的股票，在本協議規定的條件下， 以及（ii）Zeo無條件同意向投資者發行股票。

2. 關閉。 特此設想的股份出售結束（”關閉”， 以及實際收盤的日期，”截止日期”）取決於基本上同時發生的情況 APA 關閉。收盤應基本上與APA結算同時進行，並以APA結算的有效性爲條件。隨後 收盤時，投資者應通過將立即可用的資金電匯到指定的銀行帳戶來支付認購金額 由Zeo發行，Zeo應向其過戶代理人發出不可撤銷的指示，要求其向投資者發行股票，隨後再發出指示 股票應在Zeo的股票賬本上以投資者的名義以帶有限制性圖例的賬面記賬形式登記；前提是， 但是，向投資者發行股票的義務以Zeo收到全額認購金額爲前提 依照這個 部分 ‎2.

3. 結束條件。

(a) 合同各方完成根據本認購協議的股份購買和銷售的義務，須符合以下條件：

(i) 任何適用的政府機關都不應頒佈、發佈、公佈、實施或作出任何判決、命令、法律、規則或法規（無論是臨時的、初步的還是永久的），這些規定正在生效併產生效果，從而使此處所考慮的交易的完成成爲非法或以其他方式限制或禁止此處所考慮的交易的完成；並

(ii) (A) 所有在APA文件中作爲APA結束的先決條件均已得到滿足（由APA各方確定， 除了在APA文件中規定的那些其性質上應在APA結束時履行的條件）或根據APA文件條款得到豁免，且(B) APA結束應與結束幾乎同時發生。

(b) Zeo有義務根據本認購協議完成股票的發行和銷售，但須符合以下條件：

(i) 投資者在本認購協議中所作的所有陳述和保證在實質性方面均屬真實正確，且在截止日（除實質性明細性所約束的陳述和保證外，該等陳述和保證應在各方面均屬真實正確，以及針對特定較早日期而涉及的陳述和保證，該等陳述和保證應在該較早日期實質性方面上（或者若受實質性明細性所約束則在各方面上）均屬真實正確），並且交割的完成將構成投資者對本認購協議中投資者的每項陳述和保證在截止日的再次確認；

(ii) 投資方所需在收盤前或之前履行的所有義務、契約和協議應在所有重大方面得到履行。

(c) 投資者根據本認購協議完成股份購買的義務應受以下條件限制（投資者可放棄）：

(i) 所有 Zeo在本認購協議中作出的陳述和保證應在結案時在所有重要方面均爲真實和正確（但排除根據重要性或重大不利影響（如下文所定義）而有所限制的陳述和保證，這些陳述和保證在所有方面應爲真實，以及在特定較早日期發表的陳述和保證屬實的，這些陳述和保證在結案之前的所有重要方面應爲真實和正確（或者，如果受到重要性或重大不利影響的限制，則在所有方面）；結案的完成將構成Zeo對本認購協議中Zeo作出的每項陳述和保證在結案時的重申；

(ii) Zeo在收盤前或收盤前，按照本認購協議要求執行的所有義務、契約和協議均已在所有重大方面履行；

(iii) Zeo 應已向投資者提供以下文件之一：(x) Zeo董事會已經簽署的書面同意書；或者 (y) Zeo董事會在其正式召開的會議上通過的決議，無論哪種情況，任命投資者董事加入Zeo董事會，並自交割日起生效（此任命應取決於APA交割的發生）；

(iv) 投資者應收到一份已經執行的投票協議，形式基本與附件相符。 附錄 A 附件中的（投票協議已經得到Ze​​o股東簽署的、佔Ze​​o流通表決股本至少60%的股東簽署的投票協議。

4. 進一步的保證在收盤前或收盤時，本方應簽署並交付，或引發簽署並交付，諸如 此認購協議所預見的要實現認購 所需的補充文件，並採取被各方合理視爲實際和必需的額外行動。在不限制前述情況的前提下，在收盤前，投資者應向Zeo 提供Zeo合理要求的任何相關信息，以便將股份發放給投資者，包括 擬發放股份的人員的法律姓名，以及相應的已執行的美國國內稅收局W-9或W-8表格。

5. 董事會 席位Zeo特此同意，應採取一切必要行動，指定並任命一名由投資者指定的個人爲Zeo的董事會成員，在結束日期生效時，該個人將符合獨立董事資格並滿足納斯達克資本市場的所有上市要求（“投資者董事”).

6. 不 放棄某些APA的關閉條件。 Zeo特此同意，在未經投資者事先書面同意的情況下，不放棄APA第6.1(c)或第6.1(d)款規定的條件。

7. Zeo 陳述和擔保. Zeo向投資者聲明並保證：

(a) Zeo是根據特拉華州法律合法設立並有效存在的公司，目前處於良好狀態。Zeo具有一切權力（無論是公司權力還是其他權力），有權擁有、租賃和運營其財產，並進行其目前進行的業務，以及根據本認購協議的條款對其義務進行訂立、交付和履行。截至收盤日，股份將被妥善授權，並在根據本認購協議的條款發行和交付給投資者並獲得全額支付後，這些股份將被合法發行，全部實繳款項並且不可再評估，並且未違反Zeo的公司章程或特拉華州《公司法通則》下所設立的任何優先認購或類似權利而發行，也不受此類權益的限制。本認購協議已被Zeo合法授權、簽署和交付，假設本認購協議構成投資人的有效且具約束力的協議，則本認購協議依照其中條款對Zeo具有強制執行力，除非受到（i）破產、無力償還債務、欺詐轉讓、重組、停賦權令或其他涉及或影響債權人權利的法律，或（ii）在法律或衡平法角度上考慮的公平原則所限制或影響。

(b) 股份的發行和出售，以及Zeo遵守本認購協議的所有條款及其完成情況 本文所考慮的交易不會與以下任何條款或規定相沖突或導致違反或違反， 或構成違約，或導致對任何財產設定或施加任何留置權、押記或抵押權，或 根據 (i) 任何契約、抵押貸款、信託契約、貸款協議、租賃、許可的條款，Zeo或其任何子公司的資產 或 Zeo 或其任何子公司參與的其他協議或文書，或 Zeo 或其任何子公司受其約束的其他協議或文書 或者Zeo的任何財產或資產所受其約束，這些財產或資產有理由預計會對該財產的有效性產生重大影響 Zeo的股份或法律授權在所有重大方面及時遵守本訂閱協議的條款（a”材質 不利影響”)；(ii) 導致任何嚴重違反 Zeo 組織文件規定的行爲；或 (iii) 導致任何違反國內法院或政府機構或機構的任何法規或任何判決、命令、規則或規章的行爲 或外國人，對Zeo或其任何可以合理預期會產生重大不利影響的財產擁有管轄權。

(c) 截至各自的日期，所有報告（“SEC報告”）需要向美國證券交易委員會（“SEC”）提交的報告在一切重大方面符合1933年修訂版的證券法（“證券法”）以及1934年修訂版的證券交易法的適用要求（“證券交易法根據《美國證監會法》及其下屬規定的規則和法規，並且SEC報告中的任何報告，在提交時，或者在修訂後，如修訂日，均不包含任何重大事實的虛假聲明或未能聲明其中所要求的重大事實或必要以使其中的聲明在作出聲明的情況下不是誤導性的。

(d) 假設投資者在投資者在本認購協議中所作的陳述和保證的準確性。 章節 ‎8根據本認購協議的準確性，Zeo向投資者出售股份無需根據證券法進行註冊。這些股份(i)未經任何形式的一般招攬或廣告推廣提供，(ii)未以涉及公開發售或違反證券法或任何州證券法的分銷方式提供。

8. 投資者 陳述與擔保投資者向Zeo聲明並保證：

(a) 投資者，或投資者作爲被提名人管理或與其關聯的每隻基金（視情況而定）， (i) 是 「合格機構買家」（定義見《證券法》第 144A 條）或 「經認證的機構」 投資者”（根據《證券法》D條第501（a）（1）、（2）、（3）、（7）、（8）、（9）、（12）或（13）條的定義）， 在每種情況下，均滿足上列出的適用要求 附錄 B 此處，(ii) 僅爲自己收購股份 帳戶而不是他人帳戶，或者投資者是否以信託人或代理人的身份爲一個或多個投資者認購股份 帳戶，投資者對每個此類帳戶擁有完全的投資自由裁量權，並有充分的權力和權力 此處代表每個此類帳戶的每位所有者所做的確認、陳述和協議，並且 (iii) 並未收購 以違反《證券法》或任何證券爲目的或與其發行或出售相關的股票 美國法律或任何其他司法管轄區的法律。投資者已經完成 附錄 B 遵循此處的簽名頁然後 其中包含的信息是準確和完整的。投資者不是爲收購的特定目的而成立的實體 股份，除非此類新成立的實體是所有投資者均爲機構認可投資者的實體，並且是 FINRA規則4512（c）定義的 「機構帳戶」。投資者進一步承認，它知道此次出售 它是依據《證券法》免於註冊的私募進行的，並正在收購這些股份 其自己的帳戶或其爲其他合格機構買家或合格投資者行使全權酌處權的帳戶。

(b) 投資者（i）是根據FINRA規則4512(c)定義的機構帳戶，（ii）是一位精通股權投資並且有投資經驗的投資者，能夠獨立評估投資風險，無論是一般性的還是在涉及任何安防-半導體或證券的所有交易和投資策略中，（iii）在評估其購買股份的參與時行使了獨立判斷。因此，投資者理解該發行符合（i）根據FINRA規則5123(b)(1)(A)不需報備的豁免規定，以及（ii）根據FINRA規則2111(b)的機構客戶豁免規定。

(c) 投資者承認並同意，股票是在不涉及證券法意義上的公開發行的交易中提供的，並且股票的發售未在證券法或任何其他適用證券法下登記。投資者承認並同意，除非有關證券法的有效登記聲明符合任何豁免規定，否則不能通過投資者提供、轉售、轉讓、質押或以其他方式處理股票，並且任何代表股票的賬面記錄應包含此類限制性標籤，此標籤應根據此處表明的方式進行去除，但須遵守適用法律。投資者承認並同意，股票將受到轉讓限制的限制，並且由於這些轉讓限制，投資者可能無法輕鬆地提供、轉售、轉讓、質押或以其他方式處理股票，並且可能需要長時間承擔對股票投資的財務風險。投資者承認並同意，直至2025年3月25日，即Zeo根據適用SEC規則和法規在進行首次業務組合後提交Form 8-k的日期起的一年，將不符合根據證券法制定的144條款規定的股票的提供、轉售、轉讓、質押或處置的資格。投資者承認並同意，在進行任何對股票的提供、轉售、轉讓、質押或處置之前，建議諮詢律師以及稅務和會計顧問。規則144

(d) 投資者承認並同意，投資者直接從Zeo購買股份。投資者進一步承認，Zeo或其任何關聯公司，或任何控制人員、高管、董事、僱員、合夥人、代理人或前述各方或其他人的代表，並沒有就投資者向其提出過任何明示或暗示的陳述、保證、合同和協議，除非這些是Zeo在本認購協議中明確載明的陳述、保證、合同和協議。

(e) 投資者收購和持有股票不會構成或導致根據1974年修訂的僱員退休收入保障法第406條、1986年修訂的內部稅收法第4975條或任何適用的類似法律而不受豁免的違禁交易。

(f) 投資者承認並同意，投資者已收到投資所需的信息，以便就股份作出投資決策，包括出售和Zeo及其子公司的業務。 在不限制前述內容的前提下，投資者承認已經查閱了SEC報告和其他必要信息，以便就股份作出投資決策。 投資者承認並同意，投資者及投資者的專業顧問（如有）已有充分機會提出問題，獲得答案和獲取信息，投資者和該投資者的專業顧問（如有）認爲對於就股份作出投資決策而言是必要的信息，包括有關Zeo及其財務狀況，經營業績，業務，財產，管理和前景的信息，足以使投資者在其判斷下評估其投資。

(g) 投資者僅通過與Zeo或Zeo代表之間的直接聯繫才得知這些股份的發行，並且這些股份僅通過投資者與Zeo或Zeo代表之間的直接聯繫向投資者提供。投資者既不是通過其他方式得知這些股份的發行，也不是通過其他方式向投資者提供這些股份，Zeo及其代表或代表其的任何人均不會作爲投資顧問、經紀人或經銷商，向投資者提供服務。投資者承認這些股份(i)未通過任何形式的廣告宣傳或一般廣告方式發行，(ii)未以違反證券法或任何州證券法的形式進行公開發行或分銷。投資者承認，在做出投資或決定投資Zeo時，其並不依賴，也未曾依賴，任何人、公司或法人的陳述、聲明或保證（包括Zeo、其任何關聯公司或控制人、官員、董事、員工、合作伙伴、代理人或前述任何人的代表所做出的陳述和保證），而僅依賴於包含在本認購協議中Zeo的陳述和保證。

(h) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in the SEC Reports. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax and other economic considerations relative to its purchase of the Shares. The Investor is able to sustain a complete loss on its investment in the Shares, has no need for liquidity with respect to its investment in the Shares and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Shares. Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in Zeo. The Investor acknowledges specifically that a possibility of total loss exists.

(i) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment.

(j) The Investor, if not an individual, has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. The execution, delivery and performance by the Investor of this Subscription Agreement and the transactions contemplated herein are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s organizational documents. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes the valid and binding obligation of Zeo, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

(k) The Investor is not (i) a person named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively, “OFAC Lists”), (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC Lists; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of any country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The Investor also represents that, to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC Lists. The Investor further represents and warrants that, to the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor.

(l) Neither Investor, nor, to the extent it has them, any of its equity holders, managers, general or limited partners, directors, affiliates or executive officers (collectively with Investor, the “Covered Persons”), are subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Investor has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The acquisition of Shares by Investor will not subject Zeo to any Disqualification Event.

(m) Investor acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information relating to Zeo.

(n) The Investor has or has commitments to have and, when required to deliver payment to Zeo pursuant to Section ‎2 above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement.

(o) As of the date hereof, the Investor does not have, and during the thirty (30) day period immediately prior to the date hereof the Investor has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of the Zeo.

(p) The Investor is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Zeo (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than a group consisting solely of the Investor and its affiliates.

(q) Investor understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Zeo.

9. Registration Rights

(a) Zeo agrees that, within fifteen (15) days after the Closing, it will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Shares (the “Registration Statement”), and it shall use its reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the SEC or another regulatory agency; provided, that if the SEC requests that the Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw its Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents Zeo from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. Zeo may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 at such time after Zeo becomes eligible to use such Form S-3. The Investor acknowledges and agrees that Zeo may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of Zeo or would require premature disclosure of information that would adversely affect Zeo that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, provided, that, (I) Zeo shall not so delay filing or so suspend the use of the Registration Statement for a period of more than ninety (90) consecutive days or more than a total of one hundred-fifty (150) calendar days in any three hundred sixty (360) day period and (II) Zeo shall use commercially reasonable efforts to make such Registration Statement available for the sale by the Investor of such securities as soon as practicable thereafter. If so directed by Zeo, the Investor will destroy all copies of the prospectus covering the Shares in the Investor’s possession; provided, however, that this obligation to destroy all copies of the prospectus covering the Shares shall not apply (x) to the extent the Investor is required to retain a copy of such prospectus (A) in order to comply with applicable legal or regulatory requirements or (B) in accordance with a bona fide pre-existing document retention policy or (y) to copies stored electronically on archival servers as a result of automatic data back-up. Zeo’s obligations to include the Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to Zeo such information regarding the Investor, the securities of Zeo held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by Zeo to effect the registration of such Shares, and shall execute such documents in connection with such registration as Zeo may reasonably request that are customary of a selling shareholder in similar situations.

(b) From and after the Closing, Zeo agrees to indemnify and hold Investor, each person, if any, who controls Investor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Investor within the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which Investor effects or executes the resale of any Shares (collectively, the “Investor Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including any out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by Investor Indemnified Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to Zeo by Investor for use therein. Notwithstanding the forgoing, Zeo’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Zeo (which consent shall not be unreasonably withheld, delayed or conditioned).

(c) From and after the Closing, Investor agrees to indemnify and hold Zeo, and the officers, employees, directors, partners, members, attorneys and agents of Zeo, each person, if any, who controls Zeo within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Zeo within the meaning of Rule 405 under the Securities Act (collectively, the “Zeo Indemnified Parties”), harmless against any and all Losses incurred by the Zeo Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to Zeo by Investor expressly for use therein. Notwithstanding the forgoing, Investor’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Investor (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the liability of the Investor shall be limited to the Investor’s Subscription Amount.

10. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such date and time as the APA is terminated in accordance with its terms without being consummated, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, or (c) by written notice by Investor to Zeo at least fifteen (15) days after the Outside Date (as defined in the APA), if the Closing has not occurred by such date (provided, that the right to terminate this Subscription Agreement pursuant to this clause (c) shall not be available to the Investor if the Investor’s breach of any of its covenants or obligations under this Subscription Agreement, either individually or in the aggregate, shall have proximately caused the failure of the consummation of the Sale on or before the such date of termination) (the termination events described in clauses (a)–(c) above, collectively, the “Termination Events”); provided that (i) nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach and (ii) the provisions of Sections 9 through 11 and 13 of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely. Zeo shall notify the Investor in writing of the termination of the APA promptly after the termination of such agreement.

11. Miscellaneous

(a) Neither this Subscription Agreement nor any rights that may accrue to the parties hereunder (other than the Shares acquired hereunder, if any) may be transferred or assigned without the prior written consent of each of the parties hereto; provided that (i) this Subscription Agreement and any of the Investor’s rights and obligations hereunder may be assigned to any fund or account managed by the same investment manager as the Investor or by an affiliate (as defined in Rule 12b-2 of the Exchange Act) of such investment manager without the prior consent of Zeo and (ii) the Investor’s rights under Section ‎9 may be assigned to an assignee or transferee of the Shares (other than in connection with a sale of the Shares); provided further that prior to such assignment any such assignee shall agree in writing to be bound by the terms hereof; provided further, that no assignment pursuant to clause (i) of this Section ‎11(a) shall relieve the Investor of its obligations hereunder unless otherwise agreed to in writing by the Zeo.

(b) Zeo may request from the Investor such additional information as Zeo may deem necessary to register the resale of the Shares and evaluate the eligibility of the Investor to acquire the Shares, and the Investor shall promptly provide such information as may reasonably be requested to the extent readily available. The Investor acknowledges and agrees that if it does not provide Zeo with such requested information, Zeo may not be able to register the Investor’s Shares for resale pursuant to Section ‎9 hereof. The Investor acknowledges that Zeo may file a copy of this Subscription Agreement (or a form of this Subscription Agreement) with the SEC as an exhibit to a periodic report or a registration statement of Zeo.

(c) The Investor acknowledges that Zeo and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement, including Exhibit B hereto. Prior to the Closing, the Investor agrees to promptly notify Zeo in writing (including, for the avoidance of doubt, by email) if any of the acknowledgments, understandings, agreements, representations and warranties made by the Investor as set forth in this Agreement are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case the Investor shall notify Zeo if they are no longer accurate in any respect). The Investor acknowledges and agrees that the purchase by the Investor of the Shares from Zeo will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by the Investor as of the time of the purchase. Zeo is each entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

(d) This Subscription Agreement may not be amended, modified or terminated (other than pursuant to the terms of Section ‎10 above) except by an instrument in writing, signed by both of the parties hereto. At any time, the Zeo may (a) extend the time for the performance of any obligation or other act of the Investor, (b) waive any inaccuracy in the representations and warranties of the Investor contained herein or in any document delivered by the Investor pursuant hereto and (c) waive compliance with any agreement of the Investor or any condition to its own obligations contained herein. At any time, the Investor may (a) extend the time for the performance of any obligation or other act of the Zeo, (b) waive any inaccuracy in the representations and warranties of the Zeo contained herein or in any document delivered by the Zeo pursuant hereto and (c) waive compliance with any agreement of the Zeo or any condition to its own obligations contained herein. Any such extension or waiver shall only be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

(e) This Subscription Agreement (including the exhibits hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties hereto, with respect to the subject matter hereof. Except with respect to the Investor Indemnified Parties and the Zeo Indemnified Parties as expressly set forth in this Subscription Agreement, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successors and assigns, and the parties hereto acknowledge that the Investor Indemnified Parties and the Zeo Indemnified Parties are third party beneficiaries of this Subscription Agreement with right of enforcement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable provisions expressly set forth herein. Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

(f) If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(g) This Subscription Agreement may be executed and delivered in one (1) or more counterparts (including by electronic means, such as facsimile, in .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

(h) Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(i) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.

(j) This Subscription Agreement shall be governed by and construed in accordance with the laws of the state of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies. Each party hereto hereby, and any person asserting rights as a third party beneficiary may do so only if he, she or it, irrevocably agrees that any action, suit or proceeding between or among the parties hereto, whether arising in contract, tort or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document or any of the transactions contemplated hereby or thereby (“Legal Dispute”) shall be brought only to the exclusive jurisdiction of the courts of the state of New York or the federal courts located in the Southern District of New York, and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section ‎11(j) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section ‎11(j) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

(k) Any notice or communication required or permitted hereunder to be given to a party hereunder shall be in writing and either delivered personally, emailed, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, to such address(es) or email address(es) set forth on the signature page hereto, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) business days after the date of mailing, to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(l) The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of similar import shall be deemed in each case to refer to this Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement, the term: (x) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; (y) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise); and (z) “business day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day)..

12. Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation other than the statements, representations and warranties of Zeo expressly contained in this Subscription Agreement in making its investment or decision to invest in Zeo. The Investor acknowledges and agrees that no Non-Party Affiliate (as defined below), shall have any liability to the Investor pursuant to, arising out of or relating to this Subscription Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract, under federal or state securities laws or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by or on behalf of Zeo, any Non-Party Affiliate or any of their respective representatives concerning Zeo, any of its controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of Zeo or any of Zeo’s controlled affiliates or any family member of the foregoing.

13. No Hedging. The Investor agrees that, from the date hereof until the Closing or the earlier termination of this Subscription Agreement, none of the Investor or any person or entity acting on behalf of the Investor or pursuant to any understanding with the Investor will engage in any hedging or other transactions or arrangements (including any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or similar instrument, including equity repurchase agreements and securities lending arrangements, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale, loan, pledge or other disposition or transfer (whether by the Investor or any other person), in each case, solely to the extent it has the same economic effect as a “short sale” (as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act), of any economic consequences of ownership (excluding, for the avoidance of doubt, any consequences resulting solely from foreign exchange fluctuations), in whole or in part, directly or indirectly, physically or synthetically, of any Shares or any securities of Zeo prior to the Closing, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of securities of Zeo, in cash or otherwise, or to publicly disclose the intention to undertake any of the foregoing; provided, however, that the provisions of this Section ‎13 shall not apply to long sales (including sales of securities held by the Investor, its controlled affiliates or any person or entity acting on behalf of the Investor or any of its controlled affiliates prior to the date hereof and securities purchased by the Investor in the open market after the date hereof) other than those effectuated through derivative transactions and similar instruments.

14. Disclosure. Zeo shall, on or prior to the fourth (4^th) business day immediately following the date hereof, issue one or more press releases or file with the SEC a Current Report on Form 8-K disclosing all material terms of the transactions contemplated hereby and the APA. Zeo shall provide a copy of any such press release to Investor prior to such release, and take into account all of Investor’s reasonable comments in connection therewith. Investor hereby consents to the publication and disclosure in any press release issued by Zeo or Form 8-K filed by Zeo with the SEC in connection with the execution and delivery of the APA or this Subscription Agreement and the filing of any related documentation with the SEC (and, as and to the extent otherwise required by the federal securities laws or the SEC or any other securities authorities, any other documents or communications provided by Zeo to any governmental authority or to security holders of Zeo) of Investor’s identity and beneficial ownership of Shares and the nature of Investor’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by Zeo, a copy of this Subscription Agreement or the form hereof. Investor will promptly provide any information reasonably requested by Zeo for any regulatory application or filing made or approval sought in connection with the Sale or the Closing (including filings with the SEC).

{SIGNATURE PAGES FOLLOW}

{THE INVESTOR SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT}

IN WITNESS WHEREOF, the undersigned Investor has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Name(s) of Subscriber: LHX Intermediate, LLC

Name of Authorized Signatory: Darius Mozaffarian

Title of Authorized Signatory: Authorized Signatory

Address for Notice to Subscriber:

Address for Delivery of Shares to Subscriber (if not same as address for notice):

{Signature Page to Subscription Agreement}

IN WITNESS WHEREOF, Zeo has accepted this Subscription Agreement as of the date first set forth above.

{Signature Page to Subscription Agreement}

Exhibit A

Form of Voting Agreement

Exhibit B

Eligibility Representations of the Investor