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”).
WARRANT AGREEMENTWarrant Agreement • June 21st, 2021 • CENAQ Energy Corp. • Blank checks • New York
This warrant agreement (“Agreement”) is made as of [●], 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2021 • CENAQ Energy Corp. • Blank checks • New York
CENAQ Energy Corp. 15,000,000 Units Underwriting AgreementUnderwriting Agreement • June 21st, 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
CENAQ Energy Corp. Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 21st, 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
UNDERWRITERS WARRANTS PURCHASE AGREEMENTUnderwriters Warrants Purchase Agreement • June 21st, 2021 • CENAQ Energy Corp. • Blank checks • Texas
THIS UNDERWRITERS WARRANTS PURCHASE AGREEMENT, effective as of ___ _, 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”).
Imperial Capital, LLC 10100 Santa Monica Boulevard, Suite 2400 Los Angeles, California 90067 Re: Initial Public OfferingUnderwriting Agreement • June 21st, 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 (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 pursuant to a registra
