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. 333-253695) (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 three-quarters 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, $151,500,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the
Underwriting Agreement) (or $174,225,000 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.


 


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) 12 months after the closing of the Offering, provided that the Company may, but is not obligated to, extend the period of time to consummate its initial Business Combination (as
defined below) two times by an additional three months each time (for a total of up to 18 months to complete its initial Business Combination);
further provided that upon each 3-month extension of the period of time to consummate an initial Business Combination, unless the Company
files the Sponsor (or its designees) must deposit into the Trust Account funds equal to one percent (1%) of the gross proceeds of the
Offering (including such proceeds from the exercise of the underwriters’ over-allotment option, if exercised) in exchange for a
non-interest bearing, unsecured promissory note; and further provided that if the Company filed a proxy statement, registration statement
or similar filing for an initial Business Combination within the initial 18-month period, it may extend the period of time to consummate
a Business Combination by three months (or up to 15 months to complete a Business Combination) without the deposit of the additional funds; 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;


 


(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.


 






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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;


 


(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.


 






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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;


 


(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.


 






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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.
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.


 






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(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.


 


(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]


 






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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]


 






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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 [●], 2021 (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	12 months (or up to 18 months if the Company extends the period of time to consummate the Business Combination in accordance with the terms described
in the Registration Statement) 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 [●], 2021 (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 [●], 2021 (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	 	 	 


 


 


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