FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2021 • CENAQ Energy Corp. • Blank checks • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____________, 2021, is made and entered into by and among CENAQ Energy Corp., a Delaware corporation (the “Company”), CENAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Imperial Capital, LLC (“Imperial”) as representative of several underwriters (the “Underwriters”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, Imperial and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
Standard Contracts
WARRANT AGREEMENT between CENAQ ENERGY CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of August 17, 2021Warrant Agreement • August 17th, 2021 • CENAQ Energy Corp. • Blank checks • New York
This warrant agreement (“Agreement”) is made as of August 17, 2021 between CENAQ Energy Corp., a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
CENAQ Energy Corp. Houston, Texas 77027Securities Subscription Agreement • March 1st, 2021 • CENAQ Energy Corp. • Blank checks • Texas
This agreement (the “Agreement”) is entered into on December 31, 2020 by and between CENAQ Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and CENAQ Energy Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) on a one-for-one basis, subject
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2021 • CENAQ Energy Corp. • Blank checks • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2021, is made and entered into by and among CENAQ Energy Corp., a Delaware corporation (the “Company”), CENAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Imperial Capital, LLC (“Imperial”) as representative of several underwriters (the “Underwriters”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, Imperial, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 1st, 2021 • CENAQ Energy Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • August 17th, 2021 • CENAQ Energy Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2021, by and between CENAQ Energy Corp., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 17th, 2021 • CENAQ Energy Corp. • Blank checks • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 21st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals • Delaware
This Indemnification Agreement (“Agreement”) is made as of February ___, 2023 by and between Verde Clean Fuels, Inc. (formerly known as CENAQ Energy Corp.), a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 12th, 2022 • CENAQ Energy Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 12, 2022, by and between CENAQ Energy Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • March 1st, 2021 • CENAQ Energy Corp. • Blank checks • Texas
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of March 1, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between CENAQ Energy Corp., a Delaware corporation (the “Company”), and CENAQ Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
CENAQ Energy Corp. 15,000,000 Units Underwriting AgreementUnderwriting Agreement • August 6th, 2021 • CENAQ Energy Corp. • Blank checks • New York
CENAQ Energy Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Imperial Capital, LLC is acting as representative (the “Representative”) an aggregate of 15,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,250,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters may purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”). In addition, the Company will issue to the Underwriters 165,000 shares of our Class A Common Stock, or 189,750 shares if the over-allotment is exercised in full, as underwriter compensation in connection with this offering (the “Representative Shares”). The Underwriters have agreed not to transfer, assign or sell any the Representative Shares until the
August 12, 2021 CENAQ Energy Corp. Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 17th, 2021 • CENAQ Energy Corp. • Blank checks • Texas
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between CENAQ Energy Corp., a Delaware corporation (the “Company”), and Imperial Capital, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VERDE CLEAN FUELS OPCO, LLC A Delaware limited liability company dated as of February 15, 2023Limited Liability Company Agreement • February 21st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VERDE CLEAN FUELS OPCO, LLC, a Delaware limited liability company (the “Company”), dated as of February 15, 2023, is entered into by and among the Members that are party hereto, Verde Clean Fuels, Inc. (f/k/a CENAQ Energy Corp.), a Delaware corporation (the “Manager”), and each other Person as may become a Member from time to time, pursuant to the provisions of this Agreement.
TAX RECEIVABLE AGREEMENT by and among Verde Clean Fuels, Inc., CERTAIN OTHER PERSONS NAMED HEREIN, and Agent DATED AS OF FEBRUARY 15, 2023 TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 21st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 15, 2023, is hereby entered into by and among Verde Clean Fuels, Inc. (f/k/a CENAQ Energy Corp.), a Delaware corporation (“PubCo”), the TRA Holders and the Agent.
VERDE CLEAN FUELS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 1st, 2024 • Verde Clean Fuels, Inc. • Industrial organic chemicals • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of September 30, 2024 (the “Effective Date”), with services and performance obligations to commence on October 1, 2024 (“Start Date”), by and between Verde Clean Fuels, Inc., a Delaware corporation (the “Company”), and George W. Burdette III (the “Executive”).
UNDERWRITERS WARRANTS PURCHASE AGREEMENTUnderwriters Warrants Purchase Agreement • August 17th, 2021 • CENAQ Energy Corp. • Blank checks • Texas
THIS UNDERWRITERS WARRANTS PURCHASE AGREEMENT, effective as of August 17, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between CENAQ Energy Corp., a Delaware corporation (the “Company”), and Imperial Capital LLC as representative of several underwriters (the “Purchaser”).
August 17, 2021 Imperial Capital, LLC 10100 Santa Monica Boulevard, Suite 2400 Los Angeles, California 90067 Re: Initial Public OfferingUnderwriting Agreement • August 17th, 2021 • CENAQ Energy Corp. • Blank checks • Texas
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between CENAQ Energy Corp., a Delaware corporation (the “Company”), and Imperial Capital, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursu
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2025 • Verde Clean Fuels, Inc. • Industrial organic chemicals • Texas
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of January 29, 2025 (this “Agreement”), is made and entered into by and among Verde Clean Fuels, Inc., a Delaware corporation (f/k/a CENAQ Energy Corp.) (the “Company”), CENAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (“Bluescape Holdings”), and Cottonmouth Ventures LLC, a wholly-owned subsidiary of Diamondback Energy, Inc., a Delaware corporation (“Cottonmouth” and, together with the Sponsor, Bluescape Holdings and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
CENAQ Energy Corp. 15,000,000 Units Underwriting AgreementUnderwriting Agreement • August 17th, 2021 • CENAQ Energy Corp. • Blank checks • New York
CENAQ Energy Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom Imperial Capital, LLC is acting as representative (the “Representative”) an aggregate of 15,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,250,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters may purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”). In addition, the Company will issue to the Underwriters 165,000 shares of our Class A Common Stock, or 189,750 shares if the over-allotment is exercised in full, as underwriter compensation in connection with this offering (the “Representative Shares”). The Underwriters have agreed not to transfer, assign or sell any the Representative Shares until the
SIXTH AMENDMENT TO LEASELease Agreement • March 31st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals
THIS SIXTH AMENDMENT TO LEASE (“the Amendment”), made as of this _____ day of January, 2023 (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 1250 Route 28, Suite 101, Branchburg, New Jersey 08876 (hereinafter called “Landlord”) and BLUESCAPE CLEAN FUELS, LLC, a Delaware limited liability company, having an address at 200 Crescent Court, Suite 1900, Dallas, Texas 75201 (hereinafter called “Tenant”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals • Texas
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 15, 2023, is made and entered into by and among Verde Clean Fuels, Inc., a Delaware corporation (f/k/a CENAQ Energy Corp.) (the “Company”), CENAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (“Bluescape Holdings”), and the undersigned parties listed under Holders on the signature pages hereto (each such party, together with the Sponsor, Bluescape Holdings and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined herein shall have the meanings provided in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • February 21st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals
This Amendment No. 1 (this “Amendment”), dated as of October 26, 2022 (the “Effective Date”) to the Letter Agreement (as defined below) is entered into by and among CENAQ Energy Corp., a Delaware corporation (“PubCo”), CENAQ Sponsor LLC, a Delaware limited liability company (“Sponsor”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (the “Company”) and Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Letter Agreement (as defined below).
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2023 • CENAQ Energy Corp. • Industrial organic chemicals
This Amendment to Subscription Agreement (this “Amendment”) is entered into by and between CENAQ Energy Corp. (“CENAQ”) and Arb Clean Fuels Management LLC (“ARB” and collectively with CENAQ, the “Parties”) as of February 13, 2023. Capitalized terms used herein but not defined shall have the meanings set forth in the Subscription Agreement (as defined below).
AMENDMENT NO. 1 TO EQUITY PARTICIPATION RIGHT AGREEMENTEquity Participation Right Agreement • January 29th, 2025 • Verde Clean Fuels, Inc. • Industrial organic chemicals
This AMENDMENT NO. 1 TO EQUITY PARTICIPATION RIGHT AGREEMENT (this “Amendment”) is entered into on January 29, 2025, by and among Verde Clean Fuels, Inc. (f/k/a CENAQ Energy Corp.) (the “Issuer”), Verde Clean Fuels OpCo, LLC (“OpCo”), and Cottonmouth Ventures LLC (“Cottonmouth”). The Issuer, OpCo and Cottonmouth are sometimes referred to herein individually as a “Party” or collectively as the “Parties”. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to such terms in the Existing Equity Participation Right Agreement (as defined below), which will remain in full force and effect as amended hereby.
FORM OF INVESTMENT AGREEMENTInvestment Agreement • August 6th, 2021 • CENAQ Energy Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of __ ____, 2021, is by and among (i) CENAQ Energy Corp., a Delaware corporation (the “Company”), (ii) CENAQ Sponsor LLC (the “Sponsor”), and (iii)___________________ (“Investor”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 21st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals
This Amendment No. 1 (this “Amendment”), dated as of February 14, 2023 (the “Effective Date”) to the Business Combination Agreement (the “BCA”) by and among CENAQ Energy Corp., a Delaware corporation, Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of SPAC, Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company, Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company and CENAQ Sponsor LLC, a Delaware limited liability company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
SECOND AMENDMENT TO LEASELease Agreement • March 31st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals
THIS SECOND AMENDMENT TO LEASE (“the Amendment”), made as of the 24th day of December, 2018 (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 1250 Route 28, Suite 101, Branchburg, New Jersey 08876 (hereinafter called “Landlord”) and PRIMUS GREEN ENERGY, INC., a New Jersey corporation having an address at 219 Homestead Road, Hillsborough, New Jersey 08844 (hereinafter called “Tenant”).
August 12, 2022 CENAQ Energy Corp. Houston, Texas 77027 Re: Lock-Up Agreement Ladies and Gentlemen:Lock-Up Agreement • August 12th, 2022 • CENAQ Energy Corp. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement (as the same may be amended, supplemented or modified, the “BCA”) entered into by and among Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (“Holdings”), Verde Clean Fuels OpCo, LLC, a Delaware limited liability company (“OpCo”), CENAQ Energy Corp., a Delaware corporation (“PubCo”), and, solely with respect to Section 6.18 therein, CENAQ Sponsor LLC, a Delaware limited liability company (“Sponsor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
FOURTH AMENDMENT TO LEASELease Agreement • March 31st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals
THIS FOURTH AMENDMENT TO LEASE (“the Amendment”), made as of this 29 day of December (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 1250 Route 28, Suite 101, Branchburg, New Jersey 08876 (hereinafter called “Landlord”) and BLUESCAPE CLEAN FUELS, LLC, a Delaware limited liability company, having an address at 200 Crescent Court, Suite 1900, Dallas, Texas 75201 (hereinafter called “Tenant”).
BUSINESS COMBINATION AGREEMENT by and among CENAQ ENERGY CORP.,Business Combination Agreement • August 12th, 2022 • CENAQ Energy Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT dated as of August 12, 2022 (this “Agreement”), by and among CENAQ Energy Corp., a Delaware corporation (“SPAC”), Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of SPAC (“OpCo”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (“Holdings”), Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (the “Company” and, together with Holdings, the “Bluescape Parties”), and, solely with respect to Section 6.18, CENAQ Sponsor LLC, a Delaware limited liability company (“Sponsor”).
LEASE AGREEMENT HILLSBOROUGH BUSINESS CENTERLease Agreement • March 31st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals
EQUITY PARTICIPATION RIGHT AGREEMENTEquity Participation Right Agreement • February 14th, 2023 • CENAQ Energy Corp. • Industrial organic chemicals • Texas
This EQUITY PARTICIPATION RIGHT AGREEMENT (this “Agreement”) is entered into on February 13, 2023, by and among CENAQ Energy Corp. (“CENAQ” or the “Issuer”), Verde Clean Fuels OpCo, LLC (“OpCo”), and Cottonmouth Ventures LLC (“Cottonmouth”). The Issuer, OpCo and Cottonmouth are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
FORM OF SUBSCRIPTION TERMINATION AGREEMENTSubscription Termination Agreement • February 14th, 2023 • CENAQ Energy Corp. • Industrial organic chemicals
This Subscription Termination Agreement (this “Agreement”) is entered into as of February [ ], 2023 by and between CENAQ Energy Corp., a Delaware corporation (“Issuer”), and (“Subscriber”).
Re: Forfeiture of Private Placement Warrants and PubCo Class A Common Stock; Reduction of Deferred DiscountUnderwriting Agreement • August 12th, 2022 • CENAQ Energy Corp. • Blank checks
Reference is made to that certain: (i) Underwriting Agreement (the “UWA”), dated as of August 12, 2021, by and between CENAQ Energy Corp., a Delaware corporation (“PubCo”), and Imperial Capital, LLC (“Imperial”), as representative of the several underwriters including I-Bankers Securities, Inc. (“I-Bankers”, together with Imperial, the “Underwriters”, and each, an “Underwriter”), (ii) Underwriters Warrants Purchase Agreement (the “UWPA”), dated as of August 17, 2021, by and between PubCo and Imperial, as representative of several underwriters including I-Bankers, and (iii) Business Combination Agreement (as the same may be amended, supplemented or modified, the “BCA”), dated as of the date hereof, by and among, Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (“Holdings”), Verde Clean Fuels OpCo, LLC, a Delaware limited liability company (“OpCo”), PubCo, and,
Seventh AMENDMENT TO LEASELease Agreement • March 28th, 2024 • Verde Clean Fuels, Inc. • Industrial organic chemicals
THIS SEVENTH AMENDMENT TO LEASE (“the Amendment”), made as of this ____ day of January 2024 (the “Effective Date”), by and between HILLSBOROUGH PARK, L.L.C., a Delaware limited liability company, having an address at 1250 Route 28, Suite 101, Branchburg, New Jersey 08876 (hereinafter called “Landlord”) and BLUESCAPE CLEAN FUELS, LLC, a Delaware limited liability company, having an address at 200 Crescent Court, Suite 1900, Dallas, Texas 75201 (hereinafter called “Tenant”).