REVISED SUBSCRIPTION AGREEMENT

Exhibit 10.5

REVISED SUBSCRIPTION AGREEMENT

TO: The Directors of CO2 Energy Transition Corp. (the “Company”).

The undersigned hereby subscribes for 3,066,667 shares of common stock, par value $0.0001 per share (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned xxxxxx agrees and undertakes to pay $25,000.00 to the Company. As a result of the increased number of shares to be issued to CO2 Energy Transition, LLC related to the Company’s anticipated public SPAC offering, this Revised Subscription Agreement supersedes the original Subscription Agreements dated January 13, 2022 and the Revised Subscription Agreement October 10, 2022.

The undersigned agrees to take the Shares subject to the Certificate of Incorporation of the Company and authorizes you to enter the following name and address in the stockholder ledger of the Company:

	Name:	CO2 Energy Transition, LLC
	Address:	0000 Xxxxxxxxxx Xx, Xxx 000

Houston, TX 77043

CO2 Energy Transition, LLC
Signed:	/s/ Xxxxxx X. Xxxxxx
Name:	Xxxxxx X. Xxxxxx
Title:	Manager
Dated:	December 28, 2022
Accepted:
CO2 Energy Transition Corp.
Signed:	/s/ E Will Gray II
Name:	E Will Gray II
Title:	Chief Executive Officer
Dated:	December 28, 2022