Item 1.01. Entry into a Material Definitive Agreement.

On January 27, 2026 Zeo Energy Corp, a Delaware corporation (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with White Lion Capital, LLC ("White Lion). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time as determined by the Company, up to $30.0 million in aggregate gross purchase price of newly issued Class A Common Stock of the Company (the "Common Stock").

Subject to the satisfaction of certain customary conditions including, without limitation, the effectiveness of a resale registration statement registering the resale of the shares of Common Stock issuable pursuant to the Purchase Agreement (the "Registration Statement"), the Company's right to sell shares to White Lion commenced on the date of the execution of Purchase Agreement and extends until the earlier of (i) White Lion having purchased shares of Class A Common Stock equal to $30.0 million and (ii) January 27, 2029 (the "Commitment Period"), unless the Purchase Agreement is earlier terminated as described below.

During the Commitment Period, subject to the terms and conditions of the Purchase Agreement, the Company may notify White Lion when the Company exercises its right to sell shares of Common Stock to White Lion. The Company may deliver a Rapid Purchase Notice (as such term is defined in the Purchase Agreement), where the Company can require White Lion to purchase up to a number of shares of Common Stock equal to the 20% of Average Daily Trading Volume (as such term is defined in the Purchase Agreement). The Company may also deliver a Accelerated Purchase Notice (as such term is defined in the Purchase Agreement), where the Company may require White Lion to purchase up to a number of shares of Class A Common Stock equal to 20% of the Average Daily Trading Volume. White Lion may waive such limits under any notice at its discretion and purchase additional shares.

The price to be paid by White Lion for any shares that the Company requires White Lion to purchase will depend on the type of purchase notice that the Company delivers. For shares being issued pursuant to Accelerated Purchase Notice, the purchase price per share will be equal to the lowest traded price of Common Stock during one (1) hour period following the White Lion's written consent of the acceptance of the Company's purchase notice. For shares being issued pursuant to a Rapid Purchase Notice, the purchase price per share will be equal to the average of the three (3) lowest traded prices on the date that the purchase notice is delivered.

No purchase notice shall result in White Lion beneficially owning (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 thereunder) more than 4.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant to a purchase notice. In addition, the Company may not sell more than 11,454,607 shares of Common Stock pursuant to the Purchase Agreement at less than $1.02 per share without first obtaining stockholder approval in accordance with the rules of the Nasdaq Stock Market.

In consideration for the commitments of White Lion as described above, the Company has agreed to issue to White Lion shares of Common Stock with an aggregate value of $100,000 (the "Commitment Shares"), with the number of Commitment Shares to be determined with reference to the closing price of the Common Stock on the date the first purchase notice is given by the Company. The Commitment Shares are deemed fully earned and non-refundable as of the execution date of the Purchase Agreement; however, if the agreement is terminated by the Company as a result of a material breach by White Lion, the Company may pursue all remedies available at law or in equity, including reimbursement or recovery of such Commitment Shares.

The Company has the right to terminate the Purchase Agreement at any time and for any reason, in its sole discretion, subject to the Company having delivered the applicable Commitment Shares. The Purchase Agreement also automatically terminates upon the earlier of (i) the end of the Commitment Period and (ii) the date that the Company commences a voluntary bankruptcy proceeding, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors.