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.
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.
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 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.
AMENDMENT NO. 2 TO LETTER AGREEMENTLetter Agreement • February 21st, 2023 • Verde Clean Fuels, Inc. • Industrial organic chemicals
This Amendment No. 2 (this “Amendment”), dated as of February 14, 2023 (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).
