CENAQ Energy Corp. 15,000,000 Units Underwriting AgreementUnderwriting Agreement • March 1st, 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”).
CENAQ Energy Corp. Houston, Texas 77027CENAQ Energy Corp. • March 1st, 2021 • 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
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 1st, 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 1st, 2021 • CENAQ Energy Corp. • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 1st, 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”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor 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 WARRANT AGREEMENT between CENAQ ENERGY CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2021Form of Warrant Agreement • March 1st, 2021 • CENAQ Energy Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ___ __, 2021, is by and between CENAQ Energy Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants 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. Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 1st, 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 one-half of one 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 to a registration
