Exhibit 10.2


 


To: Imperial Capital, LLC and I-Bankers Securities,
Inc.


Re: Forfeiture
of Private Placement Warrants and PubCo Class A Common Stock; Reduction of Deferred Discount


 


August 12, 2022


 


Ladies and Gentlemen:


 


Reference is made to that
certain: (i) Underwriting Agreement (the “UWA”), dated as of August 12, 2021, by and between CENAQ Energy Corp.,
a Delaware corporation (“PubCo”), and Imperial Capital, LLC (“Imperial”), as representative
of the several underwriters including I-Bankers Securities, Inc. (“I-Bankers”, together with Imperial, the “Underwriters”,
and each, an “Underwriter”), (ii) Underwriters Warrants Purchase Agreement (the “UWPA”),
dated as of August 17, 2021, by and between PubCo and Imperial, as representative of several underwriters including I-Bankers, and (iii)
Business Combination Agreement (as the same may be amended, supplemented or modified, the “BCA”), dated as of
the date hereof, by and among, Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”),
Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (“Holdings”), Verde Clean Fuels OpCo,
LLC, a Delaware limited liability company (“OpCo”), PubCo, and, solely with respect to Section 6.18 therein,
CENAQ Sponsor LLC, a Delaware limited liability company. This letter agreement (this “Letter Agreement”) is
being entered into and delivered by PubCo, Imperial, I-Bankers, the Company and Holdings. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the BCA.


 


In consideration of the foregoing
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereby
agrees as follows:


 


		1.	Imperial represents and warrants to Holdings and the Company that Imperial holds 156,543 shares (the “Imperial
Class A Common Stock”) of PubCo Class A Common Stock, as of the date hereof. Imperial further represents and warrants to
Holdings and the Company that, as of the date hereof, it owns 1,423,125 private placement warrants (the “Imperial Private
Placement Warrants”), each such warrant exercisable to purchase one share of PubCo Class A Common Stock (collectively with
the Imperial Class A Common Stock, the “Imperial Common Stock”).



 


		2.	I-Bankers represents and warrants to Holdings and the Company that I-Bankers holds 33,207 shares (the
“I-Bankers Class A Common Stock”) of PubCo Class A Common Stock, as of the date hereof. I-Bankers further represents
and warrants to Holdings that, as of the date hereof, it owns 301,875 private placement warrants (the “I-Bankers Private Placement
Warrants”, collectively with the Imperial Private Placement Warrants, the “Private Placement Warrants”),
each such warrant exercisable to purchase one share of Class A Common Stock (collectively with the I-Bankers Class A Common Stock, the
“I-Bankers Securities” and, together with the Imperial Common Stock, the “PubCo Securities”).



 






     


     


    

 


		3.	Upon and subject to the Closing, 100% of the Imperial Class A Common Stock and 100% of the Imperial Private
Placement Warrants shall be forfeited by Imperial for no consideration as a contribution to the capital of PubCo and immediately cancelled.



 


		4.	Upon and subject to the Closing, 100% of the I-Bankers Class A Common Stock and 100% of the I-Bankers
Private Placement Warrants shall be forfeited by I-Bankers for no consideration as a contribution to the capital of PubCo and immediately
cancelled.



 


		5.	Imperial and I-Bankers hereby agree that Section 2 of the UWA is hereby amended by reducing the Deferred
Discount (as defined in the UWA) to $4,312,500.



 


		6.	The terms and provisions of this Letter Agreement may be modified or amended only with the written approval
of the parties hereto.



 


		7.	Each Underwriter acknowledges that it has read the BCA and this Letter Agreement and has had the opportunity
to consult with its tax and legal advisors.



 


		8.	Subject to the terms and conditions of this Letter Agreement, each Underwriter agree to take, or cause
to be taken, all actions and to do, or cause to be done, all things necessary or advisable to consummate and make effective the transactions
contemplated by this Letter Agreement.



 


		9.	Each Underwriter represents and warrants to PubCo, Holdings, and the Company as follows:



 


		(a)	Such Underwriter has all necessary power and authority to execute and deliver this Letter Agreement and
to perform such Underwriter’s obligations hereunder. The execution and delivery of this Letter Agreement by such Underwriter has
been duly and validly authorized and no other action on the part of such Underwriter is necessary to authorize this Letter Agreement.
This Letter Agreement has been duly and validly executed and delivered by such Underwriter and, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of such Underwriter, enforceable against such
Underwriter in accordance with its terms, subject to the Remedies Exceptions.



 






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		(b)	As of the date hereof, such Underwriter holds such Underwriter’s PubCo Securities, as applicable,
free and clear of any and all Liens, other than those (i) created by this Letter Agreement and the SPAC Organizational Documents or (ii)
arising under applicable securities Laws. Each Underwriter has and will have until the earlier of the Closing and the valid termination
of the BCA pursuant to Article VIII thereof, sole voting power, power of disposition and power to issue instructions with respect to the
PubCo Securities held by such Underwriter in accordance with this Letter Agreement and power to agree to all of the matters applicable
to such Underwriter set forth in this Letter Agreement.



 


		(c)	The execution and delivery of this Letter Agreement by such Underwriter does not, and the performance
of this Letter Agreement by such Underwriter will not: (i) conflict with or violate any Law applicable to such Underwriter, (ii) contravene
or conflict with, or result in any violation or breach of, any provision of any charter, articles of association, operating agreement
or similar formation or governing documents and instruments of such Underwriter, as applicable, or (iii) result in any breach of or constitute
a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the PubCo Securities
owned by such Underwriter, as applicable, pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument (whether written or oral) to which such Underwriter is a party or by which such Underwriter is bound, except,
in the case of clause (i) or (iii), for any such conflicts, violations, breaches, defaults or other occurrences which, individually or
in the aggregate, would not reasonably be expected to materially impair the ability of such Underwriter to perform such Underwriter’s
obligations hereunder or to consummate the transactions contemplated hereby.



 


		(d)	The execution and delivery of this Letter Agreement by such Underwriter does not, and the performance
of this Letter Agreement by such Underwriter will not, require any consent, approval, authorization or permit of, or filing with or notification
to, or expiration or termination of any waiting period by, any Governmental Authority or any other Person.



 


		(e)	As of the date hereof, there is no material Action pending or, to the knowledge of such Underwriter (after
reasonable inquiry), threatened against such Underwriter, which, individually or in the aggregate, would reasonably be expected to materially
impair the ability of such Underwriter to perform its obligations hereunder or to consummate the transactions contemplated hereby.



 


		(f)	Except for this Letter Agreement, such Underwriter has not: (i) entered into any voting agreement, voting
trust or any similar agreement, arrangement or understanding, with respect to the PubCo Securities held by such Underwriter, as applicable,
(ii) granted any proxy, consent or power of attorney with respect to the PubCo Securities held by such Underwriter, as applicable, (other
than as contemplated by this Letter Agreement), or (iii) entered into any agreement, arrangement or understanding that is otherwise
inconsistent with, or would interfere with, or prohibit or prevent such Underwriter from satisfying its obligations pursuant to this Letter
Agreement.



 






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		(g)	Such Underwriter understands and acknowledges that PubCo, Holdings and the Company are entering into the
BCA in reliance upon the execution and delivery of this Letter Agreement by such Underwriter.



 


		10.	During the period commencing on the date hereof and ending on the earlier of the Closing and the valid
termination of the BCA pursuant to Article VIII thereof, each of Imperial and I-Bankers agrees not to Transfer any of the PubCo Securities.
For purposes of this Letter Agreement, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of an security, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b).



 


		11.	This Letter Agreement, together with the BCA to the extent referenced herein, constitutes the entire agreement
and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements, or
representations by or among the parties hereto, written or oral, relating to the subject matter hereof. In the event of any conflict between
the terms of the UWA and UWPA, on the one hand, and the terms of this Letter Agreement, on the other hand, the terms of this Letter Agreement
shall govern.



 


		12.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other parties hereto, and any purported assignment in violation of the foregoing shall
be null and void ab initio. This Letter Agreement shall be binding on the parties hereto and their respective successors and assigns.



 


		13.	This Letter Agreement 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 Letter Agreement and the BCA, the terms of the BCA shall govern. The provisions
set forth in Sections 8.05 (Waiver), 9.03 (Severability), 9.06 (Governing Law), 9.07 (Waiver of Jury Trial), 9.09 (Counterparts) and 9.10
(Specific Performance) 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 Letter Agreement, mutatis mutandis.



 


		14.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter
Agreement shall be in writing and shall be sent in the same manner as provided in Section 9.01 (Notices) of the BCA, with (a) notices
to PubCo, Holdings and the Company being sent to the addresses set forth therein, in each case with all copies as required thereunder,
(b) notices to the Underwriters being sent to the address set forth on the signature page for such Underwriter to this Letter Agreement.



 


		15.	This Letter Agreement shall terminate, and have no further force and effect, if the BCA is terminated
in accordance with its terms prior to the Closing.



 


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blank.]


 




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Please indicate your agreement
to the terms of this Letter Agreement by signing where indicated below.


 


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



 


[Signature Page to Letter Agreement]


 




     


     


    

 


	Acknowledged and agreed	 
	as of the date of this Letter Agreement:	 
	 	 
	UNDERWRITERS 	 
	 	 
	Imperial Capital, LLC 	 
	 	 
	By:	/s/ Christopher Shepard	 
	Name:	Christopher Shepard	 
	Title:	EVP, Co-Head of Investment Banking	 
	 	 
	Address: 	 
	Imperial Capital, LLC	 
	10100 Santa Monica Boulevard, Suite 2400	 
	Los Angeles, California 90067	 
	 	 
	I-Bankers Securities, Inc.	 
	 	 
	By:	/s/ Shelley Leonard	 
	Name:	Shelley Leonard	 
	Title:	President	 



 


Address: 


 


2500 N. Military Trail


Ste. 160A


Boca Raton, FL 33401


 


[Signature Page to Letter Agreement]


 




     


     


    

 





	THE COMPANY	 
	 	 
	BLUESCAPE CLEAN FUELS INTERMEDIATE HOLDINGS, LLC	 
	 	 
	By:	/s/ Ernest B. Miller	 
	Name:	Ernest B. Miller	 
	Title:	Chief Executive Officer	 


 


Address: 


 


Bluescape Clean Fuels Intermediate Holdings, LLC

200 Crescent Court, Suite 1900

Dallas, TX 75201


 


	HOLDINGS	 
	 	 
	BLUESCAPE CLEAN FUELS HOLDINGS, LLC	 
	 	 
	By:	/s/ Ernest B. Miller	 
	Name: 	Ernest B. Miller	 
	Title:	Chief Executive Officer	 



 


Address: 


 


Bluescape Clean Fuels Holdings, LLC

 200 Crescent Court, Suite 1900

 Dallas, TX 75201


 


[Signature Page to Letter Agreement]