745 Seventh Avenue
         BARCIAYS
                        New York, NY 10019

                        United States


January 31, 2023

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

To Whom it May Concern:

    Barclays Capital Inc. ("Barclays") was informed that ESGEN Acquisition
Corporation (the "Company") intends to pursue
a business combination with BIGREP GMBH or one of its affiliate(s) (the
"Target") (the "Business Combination"). Barclays
has not been engaged by the Company, the sponsor or the Target regarding the
Business Combination. However, because
Barclays served as one of the Company's underwriters on its initial public
offering (the "IPO"), Barclays will be entitled to its
portion of the back-end fee if the Business Combination is consummated.

    Citigroup Global Markets Inc. and Barclays Capital Inc., in each case, as
representatives of the several underwriters,
previously entered into an underwriting agreement, dated October 19, 2021 (the
"Underwriting Agreement") related to the
Company's IPO that entitles Barclays to a portion of the Deferred Discount (as
defined in the Underwriting Agreement).
Barclays informed the Company that it has waived any rights it has to the
Deferred Discount solely as it relates to the
Business Combination.

    A registration statement for the Business Combination has not filed or
confidentially submitted with the Securities and
Exchange Commission and, therefore, has not yet been declared effective as of
the date of this letter.

     This letter is to advise you that, effective as of January 31, 2023,
Barclays (i) waived any Deferred Discount solely with
respect to the Business Combination and (ii) has resigned from, or ceased or
refused to act in, every capacity and
relationship in which we may be described in any registration statement with
respect to the Business Combination as acting
or agreeing to act (including, without limitation, any capacity or relationship
(A) required to be described under Paragraph
(5) of Schedule A (15 U.S.C. 77aa) or (Bl for which consent is required under
Section 7 of the Securities Act of 1933, as
amended (the "Securities Act")) with respect to the Business Combination.

     Therefore, we hereby advise you and the Company, that pursuant to Section
ll(b)(l) of the Securities Act, that none of
our firm, any person who controls it (within the meaning of either Section 15
of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended) or any of its affiliates (within
the meaning of Rule 405 under the Securities
Act) will be responsible for any part of the registration statement with
respect to the Business Combination. This notice is
not intended to constitute an acknowledgment or admission that we have been or
are an underwriter (within the meaning
of Section 2(a)(ll) of the Securities Act or the rules and regulations
promulgated thereunder) with respect to the Business
Combination.




                                                                Sincerely,

                                                                BARCLAYS
CAPITAL INC.




                                                                By: _
,-.,...........,......,__ ~~---
                                                                Name:
                                                                Title: M




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