Zeo Energy Corp

This management proposal requests stockholder approval under Nasdaq Listing Rule 5635(d) to permit the potential future issuance of Class A Common Stock (Conversion Shares) upon conversion of convertible promissory notes issued to White Lion Capital LLC under a Note Purchase Agreement dated June 9, 2026. The convertible notes provide up to $7.5 million in aggregate principal (with $1.67 million issued at the first closing) and are convertible into Class A Common Stock at a conversion price equal to the greater of $0.50 per share and the lesser of the Nasdaq Minimum Price and 95% of the lowest five-day VWAP prior to conversion, subject to customary adjustments; conversion is also subject to ownership limitations and a Conversion Cap that limits issuances to 19.99% of Class A shares outstanding unless stockholder approval is obtained. Management is seeking shareholder approval because Nasdaq rules require prior stockholder approval for transactions that could result in the issuance of 20% or more of the Class A Common Stock (or voting power) at a price below the Nasdaq Minimum Price, and because the Note Purchase Agreement obligates the Company to seek approval for issuances above the Conversion Cap within 60 days of the first closing. The Board recommends approval to preserve the Company’s ability to utilize the financing on the agreed terms, mitigate the risk of default or constrained liquidity if approval is not obtained, and to provide flexibility to convert debt to equity as a capital-raising mechanism. Material governance and economic considerations include significant potential dilution to existing stockholders if conversions occur, the relatively low floor price ($0.50) compared with potential market prices, and the ownership limits (4.99%/9.99% election by White Lion) and Conversion Cap mechanics that partially limit sudden concentration. If stockholders do not approve the proposal, the Company would be constrained from issuing Conversion Shares above the beneficial ownership cap, potentially impairing its ability to use equity to satisfy the notes and risking increased cash outflows, higher default risk and difficulty raising other capital. The proposal should be evaluated in the context of the Company’s capital needs, the terms of the convertible financing (including interest rate, maturity, floor price and anti-dilution adjustments), the potential dilutive impact on ownership and voting power, and the procedural requirement under Nasdaq to obtain stockholder authorization for such dilutive issuances.

This management proposal asks stockholders to authorize the proxies solicited by the Board to vote to adjourn the Annual Meeting if there are insufficient votes to approve one or more of the other proposals, thereby enabling the Company to continue solicitation efforts and attempt to obtain the required votes. Management seeks this authorization as a procedural safeguard to avoid the adverse consequences of failing to secure approval at the scheduled meeting, such as having to reconvene a meeting or facing delays in implementing financing or corporate actions that require shareholder consent. The authorization is conditional and designed to be used only if necessary; it does not itself change substantive rights or approve any principal transaction. The Board recommends approval because it provides flexibility to obtain needed approvals without necessitating a new meeting and associated incremental costs and delays, and it is a common governance practice for public companies to request such authority. From a governance perspective, while adjournments can grant management additional time to persuade shareholders, they also momentarily delay finality for dissenting shareholders; therefore, shareholder scrutiny should focus on whether the adjournment would be used to meaningfully inform holders or to extend solicitation in a way that benefits specific constituencies. The proposal has a straightforward operational purpose tied to vote-count mechanics and quorum requirements, and approval simply empowers the Board’s proxyholders to act in the stockholders’ interest to secure approvals for the other agenda items.