Exhibit
10.2


 


FORM
OF

INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of ___ __, 2021 by and
between CENAQ Energy Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1 (File No. 333-[●]) (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the
“Units”), each of which consists 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 redeemable warrant, each whole warrant entitling
the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Imperial
Capital, LLC as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
as described in the Registration Statement, $150,000,000 of the gross proceeds of the Offering and sale of the Private Placement
Warrants (as defined in the Underwriting Agreement) (or $172,500,000 if the Underwriters’ over-allotment option is exercised
in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United
States (the “Trust Account”) for the benefit of the Company and the holders of the Common Stock included
in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders
and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $5,250,000, or $6,037,500 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable
by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 






    1


     


    

 


NOW
THEREFORE, IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee at Bank of America, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to
the Company;


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined
by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will
earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;


 


(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly
notify the Company of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President,
Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account, including interest not previously released to the Company to pay its franchise and income taxes as well as expenses
relating to the administration of the trust account (less up to $100,000 of interest that may be released to the Company to pay
dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the
date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter
has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with
the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
interest not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration
of the trust account (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be
distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee
receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate
the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i),
the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to
the Public Stockholders;


 






    2


     


    

 


(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any income or franchise tax obligation
owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall
be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward
such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash
in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be
designated by the Company in writing to make such distribution; provided, further, that if the tax to be paid is
a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise
tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company
setting forth the actual amount payable. The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute
on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders
properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its public
shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in
the Company’s amended and restated certificate of incorporation or (ii) relating to any provisions of the Company’s
amended and restated certificate of incorporation relating to stockholders’ rights or pre-initial Business Combination activity.
The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute
said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), 1(j) or 1(k)
above.


 






    3


     


    

 


2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer,
President, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j)
and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized
above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross
negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata
basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other
fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section
2(b) hereof;


 


(d) In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such Business Combination;


 






    4


     


    

 


(e) Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement; and


 


(g) Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such
over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which
shall in no event be less than $5,250,000.


 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund
any depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but
also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with
reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by
any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 






    5


     


    

 


(g) Verify
the accuracy of the information contained in the Registration Statement;


 


(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;


 


(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but
not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) and 1(k) hereof.


 


4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination.
This Agreement shall terminate as follows:


 


(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 






    6


     


    

 


6. Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to
funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or electronic counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the
affirmative vote of sixty-five percent (65%) of the then outstanding shares of Common Stock and shares of Class B common stock,
par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any
Public Stockholder who has properly elected to redeem his, her or its shares of Common Stock in connection with a stockholder
vote to approve an amendment to this Agreement (i) that would affect the substance or timing of the Company’s obligation
to redeem 100% of its public shares of Common Stock if the Company does not complete its initial Business Combination within the
time frame specified in the Company’s amended and restated certificate of incorporation) or (ii) relating to any provisions
of the Company’s amended and restated certificate of incorporation relating to stockholders’ rights or pre-initial
Business Combination activity, this Agreement or any provision hereof may only be changed, amended or modified (other than to
correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






    7


     


    

 


(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by email transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:


Email:


 


if
to the Company, to:


 


CENAQ
Energy Corp.

4550 Post Oak Place Drive, Suite 300


Houston,
Texas 77027

Attn: Michael J. Mayell

Email: mmayell@sydson.com


 


in
each case, with copies to:


 


Carter
Ledyard & Milburn LLP

2 Wall Street,

New York, NY 10005

Attn: Guy P. Lander

Email: lander@clm.com


 


and


 


Imperial
Capital, LLC

277 Park Avenue  48th Fl.


New
York, NY 10172


Attn:
Ken Morris

Email: KMorris@imperialcapital.com


 


and


 


Alston
& Bird LLP


 


(f) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(g) Each
of the Company and the Trustee hereby acknowledges and agrees that each of the Representative, on behalf of the Underwriters,
is a third party beneficiary of this Agreement.


 


(h) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature
Page Follows]


 




    8


     


    


 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	

        Continental
        Stock Transfer & Trust Company, as Trustee

	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	CENAQ Energy
    Corp.
	 	 	 
	 	By:	 
	 	 	Name: Michael
    J. Mayell
	 	 	Title:President


 


[Signature
Page to Investment Management Trust Agreement]


 




     


     


    


 


SCHEDULE
A


 


	

        Fee
        Item
	 	Time
    and method of payment	 	Amount
	Initial
    set-up fee.	 	Initial
    closing of Offering by wire transfer.	 	$	[●]
	Trustee
    administration fee	 	Payable
    annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or
    check.	 	$	[●]
	Transaction
    processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Deduction
    by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	[●]
	Paying
    Agent services as required pursuant to Section 1(i) and 1 (k)	 	Billed
    to Company upon delivery of service pursuant to Section 1(i) and 1 (k)	 	 	Prevailing
    rates


 






    Sch. A-1


     


    

 


Exhibit
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:


 


		Re:	Trust
Account No. Termination Letter



 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between CENAQ Energy Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the
“Trust Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about ___________, 20__. The Company shall notify you at least forty-eight (48) hours in advance of the actual date of the
consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account on _______, 20__ and to transfer the proceeds into the trust operating account at Bank of America, N.A. to the effect
that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account
or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on
deposit in the trust operating account at Bank of America, N.A. awaiting distribution, the Company will not earn any interest
or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the
“Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer
of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders,
if a vote is held and (b) written instruction signed by the Company with respect to the transfer of the funds held in the Trust
Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the
Trust Agreement on the business day immediately following the Consummation Date as set forth in such written instructions as soon
thereafter as possible.


 


	 	

        Very
        truly yours,

	 	 
	 	CENAQ Energy
    Corp.
	 	 	 	 
	 	By:	 
	 	 	Name:	Michael J. Mayell
	 	 	Title:	President


 


		cc:	Imperial
                                         Capital, LLC



 






    A-1


     


    

 


Exhibit
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:


 


		Re:	Trust
Account No. Termination Letter



 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between CENAQ Energy Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the
“Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination
with a Target Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account
on _______, 20__ and to transfer the total proceeds into the trust operating account at Bank of America N.A. to await distribution
to the Public Stockholders. The Company has selected [●]1 as the effective date for the purpose of determining
when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent
of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public
Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of
the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(j) of the Trust Agreement.


 





	 	

        Very
        truly yours,

	 	 
	 	CENAQ Energy
    Corp.
	 	 	 	 
	 	By:	 
	 	 	Name:	Michael J. Mayell
	 	 	Title:	President
	cc: Imperial Capital, LLC	 	 	 


 






 




















		1	24
months from the closing of the Offering.



 













    B-1


     


    


 


Exhibit
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:


 


		Re:	Trust
Account No. Tax Payment Withdrawal Instruction



 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between CENAQ Energy Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the
“Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the
interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


 


	 	

        Very
        truly yours,

	 	 
	 	CENAQ Energy
    Corp.
	 	 	 	 
	 	By:	 
	 	 	Name:	
	 	 	Title:	
	cc: Imperial Capital, LLC	 	 	 





 



    C-1


     


    


 


Exhibit
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:


 


		Re:	Trust
Account No. Stockholder Redemption Withdrawal Instruction



 


Gentlemen:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between CENAQ Energy Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the
“Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders
of the Company $____________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed
by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation (a) that affects the substance or timing of the Company’s obligation to redeem 100% of its public shares
of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated certificate of incorporation or (b) relating to any provisions of the Company’s amended and restated
certificate of incorporation relating to stockholders’ rights or pre-initial Business Combination activity. As such, you
are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the
redeeming Public Stockholders in accordance with your customary procedures.


 





	 	

        Very
        truly yours,

	 	 
	 	CENAQ Energy
    Corp.
	 	 	 	 
	 	By:	 
	 	 	Name:	Michael J. Mayell
	 	 	Title:	President
	cc: Imperial Capital, LLC	 	 	 


 


 


D-1