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”).
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. 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
FORM OF INDEMNITY AGREEMENTForm of Indemnity 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
August 12, 2021 CENAQ Energy Corp. Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen:Letter 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
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 OfferingLetter 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
