Exhibit 10.2


 


AMENDMENT NO. 1 TO

LETTER AGREEMENT


 


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).


 


WHEREAS, reference
is made to that certain Business Combination Agreement (as the same may be amended, supplemented or modified, the “BCA”),
dated as of August 12, 2022, by and among, PubCo, Holdings, the Company, Verde Clean Fuels OpCo, LLC, a Delaware limited liability company
and wholly-owned subsidiary of PubCo, and, solely with respect to Section 6.18 of the BCA, Sponsor;


 


WHEREAS, PubCo, Sponsor,
Holdings and the Company are parties to that certain Letter Agreement, dated as of August 12, 2022 (the “Letter Agreement”);


 


WHEREAS, the parties
hereto desire to amend the Letter Agreement as set forth herein; and


 


WHEREAS, Section 12
of the Letter Agreement provides that the Letter Agreement may be amended by a written instrument executed by all parties thereto.


 


NOW, THEREFORE,
for good and valuable consideration, the undersigned each agree as follows:


 


1. Amendments.


 


(a) Effective
as of the Effective Date, the second sentence of Section 4 of the Letter Agreement is hereby amended and restated in its entirety as follows:


 


“Subject to the satisfaction
or waiver of each of the conditions to Closing set forth in Sections 7.01 and 7.02 of the BCA, effective immediately prior to the earlier
of the Closing and the conversion of any share of PubCo Class B Common Stock held by Sponsor, Sponsor hereby waives any and all rights
it has or will have under Section 4.3(b)(ii) of the PubCo Charter in excess of the conversion ratio set forth in Section 4.3(b)(i) of
the PubCo Charter.”


 






    


     


    

 


(b) Effective
as of the Effective Date, the first sentence of Section 5(a) of the Letter Agreement is hereby amended and restated in its entirety as
follows:





 


“Sponsor shall receive
3,487,500 shares of PubCo Class A Common Stock at or prior to Closing as a result of the conversion of its shares of PubCo Class B Common
Stock pursuant to Section 4.3(b)(i) of the PubCo Charter. Upon and subject to the Closing, 3,234,375 of such shares (the “Sponsor
Subject Shares”) shall become subject to potential forfeiture if the $15.00 Triggering Event (as defined below) or the $18.00
Triggering Event (as defined below) (each, a “Triggering Event”), as applicable, does not occur within the Forfeiture
Period (as defined below), with the applicable portion of such Sponsor Subject Shares no longer being subject to forfeiture upon the occurrence
of the applicable Triggering Event.”


 


2. Miscellaneous.
This Amendment shall be construed and interpreted in a manner consistent with the provisions of the BCA. In the event of any conflict
between the terms of this Amendment and the BCA, the terms of the BCA shall govern. The provisions set forth in Sections 8.05 (Waiver),
9.03 (Severability), 9.05 (Parties in Interest), 9.06 (Governing Law), 9.07 (Waiver of Jury Trial), 9.09 (Counterparts), 9.10 (Specific
Performance) and 9.11 (No Recourse) of the BCA, as in effect as of the date hereof, are hereby incorporated by reference into, and shall
be deemed to apply to, this Amendment, mutatis mutandis.


 


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blank.]


 




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IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the Effective Date.


 





	 	CENAQ SPONSOR LLC
	 	 	 
	 	By: 	/s/ J. Russell Porter
	 	Name: 	J. Russell Porter
	 	Title: 	Chief Executive Officer



 


Signature
Page to Amendment No. 1 to 


letter Agreement


 







    3


     


    

 


Acknowledged and agreed


as of the Effective Date:


 





	CENAQ
Energy Corp. 
	 
	 	 	 
	By: 	/s/ J. Russell Porter	 
	Name: 	J. Russell Porter	 
	Title: 	Chief Executive Officer	 


 


Signature
Page to Amendment No. 1 to 


letter Agreement


 




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Acknowledged and agreed


as of the Effective Date:


 





	Bluescape Clean Fuels Holdings,
LLC 	 
	 	 	 
	By: 	/s/ Ernest B. Miller	 
	Name: 	Ernest B. Miller	 
	Title: 	Chief Executive Officer	 


 


Signature
Page to Amendment No. 1 to 


letter Agreement


 







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Acknowledged and agreed


as of the Effective Date:


 





	Bluescape Clean Fuels INTERMEDIATE
HOLDINGS, LLC 
	 
	 	 	 
	By: 	/s/ Ernest B. Miller	 
	Name: 	Ernest B. Miller	 
	Title: 	Chief Executive Officer	 


 


Signature
Page to Amendment No. 1 to 


letter Agreement


 


 


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