Zeo Energy Corp

This management proposal asks stockholders to authorize, under Nasdaq Listing Rule 5635(d), the potential future issuance of shares of Class A Common Stock upon conversion of Convertible Notes issued to White Lion Capital LLC under the Note Purchase Agreement dated June 9, 2026. Management entered into the Note Purchase Agreement to raise up to $7.5 million in unsecured convertible promissory notes, with $1.67 million issued at the first closing, to provide near-term capital for operations. Because the Conversion Shares that could be issued upon conversion may, depending on conversion mechanics and beneficial ownership limitations, constitute 20% or more of the Company’s outstanding Class A Common Stock or voting power measured as of the agreement date, Nasdaq rules require stockholder approval for such an issuance at a price below the Nasdaq Minimum Price. The Convertible Notes feature a conversion price subject to a floor of $0.50 and adjust for market prices, ownership caps (4.99% or 9.99% election) and a conversion cap of 19.99% absent stockholder approval; management must seek approval to permit conversions above the 19.99% Conversion Cap. The board frames approval as necessary both to honor the Company’s contractual obligations under the Note Purchase Agreement (which obligates the Company to seek approval) and to preserve access to the committed financing; the proxy explains that failure to obtain approval could constrain conversion, increase the risk of default under the notes, impair future fundraising flexibility, and materially and adversely affect operations and the market value of the Class A Common Stock. The board recommends a vote FOR, arguing the approval is procedural but essential to allow the Company to issue shares in settlement of the Convertible Notes and to avoid potential funding shortfalls. The proposal raises direct dilution and control considerations for existing stockholders and requires weighing near-term financing needs against the potential for significant dilution at below-market conversion prices. In evaluating the proposal, sophisticated investors should consider the conversion mechanics (floor price, VWAP adjustments), the conversion caps, anti-dilution provisions, registration rights, and the company’s stated reliance on this financing to execute its business plan.

This management proposal requests authorization for the Board’s proxyholders to adjourn the Annual Meeting, if necessary, to allow additional time to solicit proxies when there are insufficient votes to approve one or more matters. Practically, the proposal is a procedural mechanism commonly used to ensure the Company can secure the requisite affirmative vote totals for substantive proposals, including those requiring a majority of votes cast. Management frames this as protective of stockholder interests because it enables further outreach to holders and avoids having binding matters fail solely for lack of votes on the meeting date. A vote FOR gives the Board flexibility to adjourn and continue solicitation without convening a separate special meeting, but it can delay vote outcomes and prolong uncertainty for investors. The proposal does not itself change corporate governance or economic rights; rather it permits a change in meeting timing and additional solicitation activity. The Board recommends FOR, arguing it is operationally necessary to implement the Company’s governance and funding objectives if immediate approval thresholds are not met. Investors evaluating this proposal should consider the frequency with which the Company expects to require adjournment, the potential costs and strategic implications of additional solicitation, and whether the request could be used to alter conditions under which votes are tallied. Because approval requires a majority of votes cast, the practical effect will depend on shareholder turnout and broker voting practices on non-routine matters.