Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal Amount: $1,725,000	November 15, 2022
	 	Houston, Texas



 


CENAQ Energy Corp., a Delaware
corporation (the “Maker”), promises to pay to the order of CENAQ Sponsor LLC, a Delaware limited liability company,
or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of One Million Seven
Hundred Twenty-Five Thousand Dollars ($1,725,000) in lawful money of the United States of America, on the terms and conditions described
below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by
the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
This Note is being made in connection with the Maker extending its termination date of November 16, 2022 for an additional three (3) months
to February 16, 2023 (the “Extension”).


 


1. Principal.
The entire unpaid principal balance of Note shall be payable on the earlier of: (i) February 17, 2023, or (ii) the closing date on which
the Maker consummates an initial business combination, which means effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses. If the proposed business combination (the “Business
Combination”) between the Maker and Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (“Bluescape”),
is consummated, the amount repayable under the Note will be reduced by an amount equal to the Redemption Percentage (as defined below)
multiplied by the Principal Amount of the Note, in accordance with Section 8.03 of that certain Business Combination Agreement,
dated as of August 12, 2022, by and among the Maker, the Payee, Bluescape and the other parties thereto. For purposes of this Section
1, Redemption Percentage means a percentage equal to (x) the aggregate amount of cash proceeds required to satisfy any exercise by the
Maker’s eligible stockholders of their redemption rights (the “Redemption Rights”) provided for in the Maker’s
third amended and restated certificate of incorporation divided by (y) the total amount required if all eligible holders of Class A common
stock, par value $0.0001 per share (the “Class A Common Stock”), of the Maker elected to exercise their Redemption
Rights with respect to all eligible shares of Class A Common Stock held by such holders. The principal balance may be prepaid at any time.
Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker,
be obligated personally for any obligations or liabilities of the Maker hereunder.


 






    


     


    

 


2. Interest.
No interest shall accrue or be charged by the Payee on the unpaid principal balance of this Note.


 


3. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and
finally to the reduction of the unpaid principal balance of this Note.


 


4. Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a) Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of
the date specified above.


 


(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.


 


(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


5. Remedies.


 


(a) Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon
the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note
and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.


 


6. Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that
may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such
writ in whole or in part in any order desired by Payee.


 






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7. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to Maker or affecting Maker’s liability hereunder.


 


8. Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the
address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number
as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 


If to the Maker:

CENAQ Energy Corp.

4550 Post Oak Place Drive, Suite 300

Houston, Texas 77027

Attn: J. Russell Porter, Chief Executive Officer


Email: RPorter@cenaqcorp.com


 


If to the Payee:

CENAQ Sponsor LLC

4550 Post Oak Place Drive, Suite 300

Houston, Texas 77027

Attn: Michael J. Mayell, Manager


Email: mmayell@sydson.com


 


9. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF TEXAS, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


10. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


11. Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the trust account that holds the proceeds from the Maker’s
initial public offering (the “IPO”) and the proceeds from the sale of the warrants issued in a private placement in
connection with the consummation of the IPO, as described in greater detail in the Registration Statement on Form S-1 (File No. 333-253695)
filed with the Securities and Exchange Commission in connection with the IPO and declared effective on August 12, 2021, and hereby agrees
not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


12. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
Maker and the Payee.


 


13. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year
first above written.


 


	 	CENAQ ENERGY CORP.
	 	 	 
	 	By:	/s/ J. Russell Porter
	 	Name: 	J. Russell Porter
	 	Title:	Chief Executive Officer


 


Signature Page to Promissory
Note (Second Extension)


 


 


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