Exhibit
10.3


 


Final
form 


 


FORM
OF SUBSCRIPTION AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 12, 2022, by and between CENAQ Energy
Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).


 


WHEREAS,
substantially concurrently with the execution and delivery of this Subscription Agreement, the Issuer is entering into that certain Business
Combination Agreement, dated as of the date of this Subscription Agreement (as may be amended or supplemented from time to time, the
“Combination Agreement”), among the Issuer, Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and
wholly-owned subsidiary of the Issuer, Bluescape Clean Fuels Holdings LLC, a Delaware limited liability company, Bluescape Clean Fuels
Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate”), and, for a limited purpose, CENAQ
Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the parties to the Combination
Agreement will undertake the transactions described therein (the “Transaction”);


 


WHEREAS,
in connection with the Transaction, on the terms and subject to the conditions set forth in this Subscription Agreement, Subscriber desires
to subscribe for and purchase from the Issuer the number of shares of the Issuer’s Class A common stock, par value $0.0001 per
share (the “Class A Shares”), set forth on the signature page hereto (the “Acquired Shares”) for
a purchase price of $10.00 per share (the “Share Purchase Price” and the aggregate purchase price set forth on the
signature page hereto for the Acquired Shares, the “Purchase Price”), and the Issuer desires to issue and sell to
Subscriber the Acquired Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Issuer at or
prior to the Closing Date (as defined herein); and


 


WHEREAS,
in connection with the Transaction, certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”)) or institutional “accredited investors” (as such term
is defined in Rule 501 under the Securities Act, and each such institutional “qualified institutional buyer” or “accredited
investor,” an “Other Subscriber”), have entered into subscription agreements with the Issuer substantially similar
to this Subscription Agreement, pursuant to which such Other Subscribers have agreed to subscribe for and purchase, and the Issuer has
agreed to issue and sell to such Other Subscribers, on the Closing Date, Class A Shares at the Share Purchase Price (the “Other
Subscription Agreements”).


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions,
herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.
Subscription. Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Issuer
hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such subscription and issuance,
the “Subscription”).


 









     


     


    

 


2.
Closing.


 


a.
Subject to the satisfaction or waiver of the conditions set forth in Sections 2.c and 2.d (other than those conditions
that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived
at Closing), the closing of the Subscription contemplated hereby (the “Closing”) shall occur substantially concurrently
with the closing of the Transaction (such date, the “Closing Date”) and is contingent upon the subsequent occurrence
of the closing of the Transaction. Not less than five (5) business days (as defined herein) prior to the anticipated Closing Date, the
Issuer shall provide written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date
and (ii) the wire instructions for delivery of the Purchase Price to the Issuer. For the purposes of this Subscription Agreement, “business
day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close
in the State of New York.


 


b.
Subject to the satisfaction or waiver of the conditions set forth in Sections 2.c and 2.d (other than those conditions
that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or waived
at Closing):


 


(i)
Subscriber shall deliver to the Issuer (A) no later than one (1) business day in advance of the Closing, the Purchase Price for the Acquired
Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice and
(B) no later than two (2) business days in advance of the Closing, any other information that is reasonably requested in the Closing
Notice that is required in order to enable the Issuer to issue the Acquired Shares, including, without limitation, the legal name of
the person (or nominee) in whose name such Acquired Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or
W-8, as applicable; and


 


(ii)
On the Closing Date, the Issuer shall deliver to Subscriber the Acquired Shares against and upon payment by Subscriber in book-entry
form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws),
in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as
applicable. Each book entry for the Acquired Shares shall contain a legend in substantially the following form:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM.


 


c.
The Issuer’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted
by applicable law, the waiver by the Issuer, of each of the following conditions:


 


(i)
the Placement Agent (as defined herein) or the Issuer shall have received a completed copy of the “Eligibility Representations
of Subscriber” questionnaire in substantially the form attached as Schedule A hereto no later than the Closing Date;


 






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(ii)
all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects
(other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined herein),
which representations and warranties shall be true and correct in all respects) at and as of the Closing Date;


 


(iii)
Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure
of such performance, satisfaction or compliance would not or would not be reasonably expected to prevent, materially delay or materially
impair the ability of Subscriber to consummate the Closing;


 


(iv)
no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) that is then in effect and has the effect of making consummation of the Subscription illegal
or otherwise preventing or prohibiting consummation of the Subscription, and no governmental authority shall have instituted or threatened
in writing a proceeding seeking to impose any such prevention or prohibition; and


 


(v)
all conditions precedent to the Issuer’s obligation to effect the Transaction set forth in the Combination Agreement shall have
been satisfied or waived (as determined by the parties to the Combination Agreement and other than those conditions that (A) may only
be satisfied at the closing of the Transaction, but subject to the satisfaction or waiver of such conditions as of the closing of the
Transaction or (B) will be satisfied by the Closing and the closing of the transactions contemplated by the Other Subscription Agreements).


 


d.
Subscriber’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted
by applicable law, the written waiver by Subscriber, of each of the following conditions:


 


(i)
no suspension of the listing on The Nasdaq Capital Market (“Nasdaq”), or another national securities exchange, of
the Acquired Shares to be issued or issuable to Subscriber in connection with this Subscription Agreement shall have occurred;


 


(ii)
all representations and warranties of the Issuer contained in this Subscription Agreement shall be true and correct in all material respects
at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct
in all material respects as of such date), in each case except where such noncompliance, default or violation has not had and would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;


 


(iii)
the Issuer shall have performed, satisfied and complied (unless waived) in all material respects with all covenants, agreements and conditions
required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the
failure of such performance, satisfaction or compliance would not or would not reasonably be expected to prevent, materially delay or
materially impair the ability of the Issuer to consummate the Closing;


 






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(iv)
no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) that is then in effect and has the effect of making consummation of the Subscription illegal
or otherwise preventing or prohibiting consummation of the Subscription and no governmental authority shall have instituted or threatened
in writing a proceeding seeking to impose any such prevention or prohibition;


 


(v)
the Combination Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended to, and there shall
have been no waiver or modification to the Combination Agreement (as the same exists on the date of this Subscription Agreement) that
would, materially adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement
without having received Subscriber’s prior written consent. For the avoidance of doubt, the parties hereto acknowledge and agree
that any amendment or extension of the Outside Date (as defined in the Combination Agreement) shall not materially and adversely affect
the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement;


 


(vi)
all conditions precedent to the closing of the Transaction set forth in the Combination Agreement shall have been satisfied or waived
(as determined by the parties to the Combination Agreement and other than those conditions that (A) may only be satisfied at the closing
of the Transaction, but subject to the satisfaction or waiver of such conditions as of the closing of the Transaction or (B) will be
satisfied by the Closing and the closing of the transactions contemplated by the Other Subscription Agreements); and


 


(vii)
no Company Material Adverse Effect or SPAC Material Adverse Effect (each as defined in the Combination Agreement) shall have occurred
and be continuing on the Closing Date.


 


e.
Prior to or at the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as
the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription
Agreement.


 


f.
In the event that the closing of the Transaction does not occur within four (4) business days of the anticipated Closing Date specified
in the Closing Notice, the Issuer shall promptly return the Purchase Price to Subscriber in immediately available funds to the account
specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (i) a failure to
close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in
this Section 2 to be satisfied or waived on or prior to the Closing Date, and (ii) unless and until this Subscription Agreement
is terminated in accordance with Section 7 herein, Subscriber shall remain obligated (A) to redeliver funds to the Issuer
in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to reconsummate the Closing immediately
prior to or substantially concurrently with the consummation of the Transaction. For the avoidance of doubt, if any termination hereof
occurs after the delivery by Subscriber of the Purchase Price for the Acquired Shares, the Issuer shall promptly return the Purchase
Price to Subscriber without any deduction for or on account of any tax, withholding, charges or set-off.


 






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3.
Issuer Representations and Warranties. The Issuer represents and warrants as of the date hereof and the Closing Date, that:


 


a.
The Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter
into, deliver and perform its obligations under this Subscription Agreement.


 


b.
As of the Closing Date, the Acquired Shares will have been duly authorized and, when issued and delivered to Subscriber against full
payment for the Acquired Shares in accordance with the terms of this Subscription Agreement, the Acquired Shares will be validly issued,
fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under
the Issuer’s certificate of incorporation and bylaws (as in effect at such time of issuance) or under the laws of the State of
Delaware.


 


c.
This Subscription Agreement, the Other Subscription Agreements and the Combination Agreement (collectively, the “Transaction
Documents”) have been duly authorized, executed and delivered by the Issuer and the Transaction Documents constitute the valid
and legally binding obligation of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as may
be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating
to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity.


 


d.
Assuming the accuracy of Subscriber’s representations and warranties in Section 4, the execution and delivery by the
Issuer of the Transaction Documents, and the performance by the Issuer of its obligations under the Transaction Documents, including
the issuance and sale of the Acquired Shares and the consummation of the Transaction, do not and will not conflict with or result in
a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any of the property or assets of the Issuer pursuant to the terms of (i) any indenture, mortgage,
deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer is a party or by which the Issuer
is bound or to which any of the property or assets of the Issuer is subject, which would reasonably be expected to have, individually
or in the aggregate, a material adverse effect on the business, properties, financial condition, stockholders’ equity or results
of operations of the Issuer (a “Material Adverse Effect”) or materially affect the validity of the Acquired Shares
or the legal authority of the Issuer to comply in all material respects with the terms of this Subscription Agreement; (ii) the organizational
documents of the Issuer; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body,
domestic or foreign, having jurisdiction over the Issuer or any of its properties that would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of the
Issuer to comply in all material respects with the terms of this Subscription Agreement.


 






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e.
There are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that
will be triggered by the issuance of (i) the Acquired Shares or (ii) the Class A Shares to be issued pursuant to any Other Subscription
Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date.


 


f.
The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute
a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer is now a party
or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any
court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, in the
case of clauses (ii) and (iii), for defaults or violations that have not had and would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 


g.
Assuming the accuracy of Subscriber’s representations and warranties in Section 4, the Issuer is not required to obtain
any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal,
state, local or other governmental authority, self-regulatory organization (including the Nasdaq) or other person in connection with
the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of
the Acquired Shares), other than (i) the filing with the Securities and Exchange Commission (the “Commission”) of
the Registration Statement (as defined below), (ii) the filings required by applicable state or federal securities laws, (iii) the filings
required in accordance with Section 9.n, (iv) those required by the Nasdaq, including with respect to obtaining stockholder
approval, and (v) the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including
the sale and issuance of the Acquired Shares.


 


h.
As of the date hereof, the authorized capital stock of the Issuer consists of (i) 1,000,000 shares of preferred stock, par value $0.0001
per share (“Preferred Stock”), (ii) 200,000,000 Class A Shares and (iii) 20,000,000 shares of Class B common stock,
par value $0.0001 per share, (“Class B Shares”). As of the date hereof and as of immediately prior to the Closing:
(A) no shares of Preferred Stock are issued and outstanding, (B) 17,439,750 Class A Shares are issued and outstanding, (C) 4,312,500
Class B Shares are issued and outstanding and (D) 19,612,500 warrants, each entitling the holder thereof to purchase one Class A Share
at an exercise price of $11.50 per Class A Share, are outstanding.


 


i.
The Issuer has not received any written communication from a governmental entity that alleges that the Issuer is not in compliance with
or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.


 




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j.
The issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and are listed for trading on Nasdaq. There is no suit, action, proceeding or investigation
pending or, to the knowledge of the Issuer, threatened against the Issuer by Nasdaq or the Commission with respect to any intention by
such entity to deregister the Class A Shares or prohibit or terminate the listing of the Class A Shares on Nasdaq. Except in connection
with the Transaction, the Issuer has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange
Act or the listing of the Class A Shares on the Nasdaq.


 


k.
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under
the Securities Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by
this Subscription Agreement.


 


l.
Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares.


 


m.
Neither the Issuer nor the Sponsor, has entered into any subscription agreement, side letter or other agreement with any Other Subscriber
or any other investor in connection with such Other Subscriber’s or investor’s direct or indirect investment in the Issuer
other than (i) the Combination Agreement and any other agreement contemplated or permitted by the Combination Agreement, (ii) the Other
Subscription Agreements, (iii) that certain letter agreement, dated August 12, 2021, by and among the Sponsor, the Issuer and the other
parties thereto, (iv) that certain letter agreement with the Sponsor, to be dated as of the date hereof, (v) that certain letter agreement
with the underwriters in the Issuer’s initial public offering, to be dated as of the date hereof and (vi) agreements or forms thereof
that have been publicly filed via the Commission’s EDGAR system, including filings made by the Issuer.


 


n.
The Issuer has made available to Subscriber (including via the Commission’s EDGAR system) a copy of each form, report, statement,
schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since its initial
registration of the Class A Shares (the “SEC Documents”), which SEC Documents, as of their respective filing dates,
complied in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and the rules and regulations
of the Commission promulgated thereunder applicable to the SEC Documents. None of the SEC Documents filed under the Exchange Act (except
to the extent that information contained in any SEC Document has been superseded by a later timely filed SEC Document) contained, when
filed, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, in the case of any SEC Document that is a registration statement, or included, when filed, any
untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, in the case of all other SEC Documents; provided, that, with
respect to the proxy statement to be filed by the Issuer with respect to the Transaction or any of its affiliates included in any SEC
Document or filed as an exhibit thereto, the representation and warranty in this sentence is made to the Issuer’s knowledge.


 




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o.
Except for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, as of the date hereof, there is no (i) proceeding pending, or, to the knowledge of the Issuer, threatened against the Issuer
or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against the Issuer.


 


p.
Except for any placement fees payable to Imperial Capital, LLC, in its capacity as placement agent for the offer and sale of the Acquired
Shares (in such capacity, the “Placement Agent”), the Issuer has not paid, and is not obligated to pay, any brokerage,
finder’s or other commission or similar fee in connection with its issuance and sale of the Acquired Shares.


 


4.
Subscriber Representations and Warranties. Subscriber represents and warrants, as of the date hereof and the Closing Date, that:


 


a.
  Subscriber has been duly formed or incorporated and is validly existing in good standing
under the laws of its jurisdiction of incorporation or formation, with the requisite entity power and authority to enter into, deliver
and perform its obligations under this Subscription Agreement.


 


b.
This Subscription Agreement has been duly authorized, executed and delivered by Subscriber. This Subscription Agreement is enforceable
against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of
equity, whether considered at law or equity.


 


c.
The execution and delivery by Subscriber of this Subscription Agreement, and the performance by Subscriber of its obligations under this
Subscription Agreement, including the purchase of the Acquired Shares and the consummation of the other transactions contemplated herein,
will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms
of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is
a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject, which would reasonably be
expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of
operations of Subscriber, taken as a whole (a “Subscriber Material Adverse Effect”), or materially affect the legal
authority of Subscriber to comply in all material respects with the terms of this Subscription Agreement; (ii) the organizational documents
of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic
or foreign, having jurisdiction over Subscriber or any of Subscriber’s properties that would reasonably be expected to have a Subscriber
Material Adverse Effect or materially affect the legal authority of Subscriber to comply in all material respects with this Subscription
Agreement.


 


d.
Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional
“accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act), in each case,
satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Acquired Shares only for its own account
and not for the account of others, or if Subscriber is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor
accounts, each owner of such account is a “qualified institutional buyer” or an institutional “accredited investor”
(each as defined above) and Subscriber has full investment discretion with respect to each such account, and the full power and authority
to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (iii) is not acquiring
the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities
Act. Subscriber has completed Schedule A following the signature page hereto and the information contained therein is accurate
and complete. Subscriber is not an entity formed for the specific purpose of acquiring the Acquired Shares, unless Subscriber is a newly
formed entity in which all of the equity owners are accredited investors and is an “institutional account” as defined by
FINRA Rule 4512(c). Accordingly, Subscriber is aware that this offering of the Acquired Shares meets the exemptions from filing under
FINRA Rule 5123(b)(1)(A), (C) or (J).


 


e.
Subscriber understands that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Acquired Shares have not been registered under the Securities Act. Subscriber understands that the
Acquired Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration
statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and
sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144 under
the Securities Act; provided that all of the applicable conditions thereof have been met, or (iv) pursuant to another applicable
exemption from the registration requirements of the Securities Act (including, without limitation, a private resale pursuant to the so-called
“Section 4(a)(11/2)”), and in each case, in accordance with any applicable securities laws of the states of the United States
and other applicable jurisdictions, and that any certificates or book-entry records representing the Acquired Shares shall contain a
legend to such effect. Subscriber acknowledges that the Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated
under the Securities Act. Subscriber understands and agrees that the Acquired Shares will be subject to the foregoing transfer restrictions
and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Acquired Shares and may be required
to bear the financial risk of an investment in the Acquired Shares for an indefinite period of time. Subscriber acknowledges and agrees
that the Acquired Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 until at least
one year from the filing of certain required information with the Commission after the Closing Date. Subscriber understands that it has
been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Acquired Shares.


 






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f.
Subscriber understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Issuer. Subscriber further acknowledges
that there have been no representations, warranties, covenants and agreements made to Subscriber by or on behalf of the Issuer, Intermediate,
any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives, any other
party to the Transaction or any other person or entity, expressly or by implication, other than those representations, warranties, covenants
and agreements included in this Subscription Agreement.






 


g.
Subscriber’s acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction
under section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.


 


h.
In making its decision to subscribe for and purchase the Acquired Shares, Subscriber represents that it has relied solely upon its own
independent investigation, the investor presentation provided to Subscriber and the Issuer’s representations and warranties in
Section 3. Without limiting the generality of the foregoing, Subscriber has not relied on any statements, representations
or warranties or other information provided by the Placement Agent or any of its affiliates, or any of their respective officers, directors,
employees or representatives, concerning the Issuer, Intermediate or the Acquired Shares or the offer and sale of the Acquired Shares.
Subscriber acknowledges and agrees that Subscriber has received and has had the opportunity to review such information as Subscriber
deems necessary in order to make an investment decision with respect to the Acquired Shares, including with respect to the Issuer, Intermediate
and the Transaction. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had
the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such Subscriber’s
professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Shares.


 


i.
Subscriber became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Issuer,
the Placement Agent or a representative of the Issuer or the Placement Agent, and the Acquired Shares were offered to Subscriber solely
by direct contact between Subscriber and the Issuer, the Placement Agent or a representative of the Issuer or the Placement Agent. Subscriber
did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares offered to Subscriber, by any other means.
Subscriber acknowledges that the Issuer represents and warrants that the Acquired Shares (i) were not offered by any form of general
solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution
in violation of, the Securities Act, or any state securities laws.


 


j.
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares.
Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
an investment in the Acquired Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary
to make an informed investment decision. Accordingly, Subscriber is aware that the offering of the Acquired Shares meets the institutional
account exemptions from filing under FINRA Rule 2111(b).


 


k.
Subscriber acknowledges and agrees that neither the Placement Agent nor any affiliate of the Placement Agent (nor any officer, director,
employee or representative of any of the Placement Agent or any affiliate thereof) has provided Subscriber with any information or advice
with respect to the Acquired Shares nor is such information or advice necessary or desired. Subscriber acknowledges that none of the
Placement Agent, any affiliate of the Placement Agent or any of its officers, directors, employees or representatives (i) has made any
representation as to the Issuer or the quality of the Acquired Shares, and the Placement Agent may have acquired non-public information
with respect to the Issuer which Subscriber agrees need not be provided to it, (ii) has made an independent investigation with respect
to the Issuer or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Issuer,
(iii) has acted as Subscriber’s financial advisor or fiduciary in connection with the issuance and purchase of the Acquired
Shares and (iv) has prepared a disclosure or offering document in connection with the offer and sale of the Acquired Shares.


 






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l.
Alone, or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and
fully considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment
for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s
investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.


 


m.
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired
Shares or made any findings or determination as to the fairness of an investment in the Acquired Shares.


 


n.
Neither Subscriber nor any of its officers, directors, managers, managing members, general partners nor any other person acting in a
similar capacity or carrying out a similar function is (i) a person or entity designated under or the subject of any sanctions, export
restrictions, restricted party list, or blocking measures administered by a governmental authority, including but not limited to the
List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List, the Menu-Based Sanctions List, the Chinese
Military-Industrial Complex Companies List, the Sectoral Sanctions Identification List, the Russia-Related Sanctions Programs or any
other sanctions-related list or program administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
(collectively, “Sanctions Lists”), (ii) directly or indirectly owned or controlled by, or acting on behalf of, a person
that is named on a Sanctions List, (iii) organized, incorporated, established, located, operating, conducting business, participating
in or facilitating any transaction involving, a resident or born in, or a citizen, national, or the government, including any political
subdivision, agency, or instrumentality thereof, of Cuba, Iran, North Korea, Syria, Russia, certain regions of Ukraine, or any other
country or territory embargoed or subject to comprehensive trade restrictions by the United States, the European Union or any European
Union individual member state, including the United Kingdom (collectively, “Sanctioned Jurisdictions”), (iv) a Designated
National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, (v) the Government of Venezuela, as defined in Executive
Order 13884, or (vi) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber represents that
if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.), as amended by the USA PATRIOT Act
of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies
and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that,
to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with the regulations promulgated
by OFAC (31 C.F.R. Parts 500-599) and corresponding enabling statutes, executive orders, and guidance and any similar economic sanctions
laws of any country in which the Subscriber is performing activities, including for the screening of its investors against the Sanctions
Lists. Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed
to ensure that the funds held by Subscriber and used to purchase the Acquired Shares were legally derived.


 






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o.
Subscriber is not currently (and at all times through the Closing will refrain from being or becoming) a member of a “group”
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of
acquiring, holding, voting or disposing of equity securities of the Issuer (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act).


 


p.
If Subscriber is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of ERISA, (ii) a plan, an individual
retirement account or other arrangement that is subject to section 4975 of the Code, (iii) an entity whose underlying assets are considered
to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each, an “ERISA
Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan
(as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject
to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other
laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together
with the ERISA Plans, the “Plans”), Subscriber represents and warrants that (i) neither the Issuer, nor any of its
respective affiliates (the “Transaction Parties”) has provided investment advice or has otherwise acted as the
Plan’s fiduciary, with respect to its decision to acquire and hold the Acquired Shares, and none of the Transaction Parties is
or shall at any time be the Plan’s fiduciary with respect to any decision to acquire and hold the Acquired Shares, and none of
the Transaction Parties is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with Subscriber’s
investment in the Acquired Shares and (ii) its purchase of the Acquired Shares will not result in a non-exempt prohibited transaction
under section 406 of ERISA or section 4975 of the Code, or any applicable Similar Law.


 


q.
Subscriber has, and at the Closing, will have, sufficient funds to pay the Purchase Price pursuant to Section 2.b(i).


 


5.
Additional Subscriber Agreement. Subscriber hereby agrees that, from the date of this Subscription Agreement until the Closing
Date, neither Subscriber nor any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber shall,
directly or indirectly, offer, sell, pledge, contract to sell, sell any option, engage in any hedging activities or execute Short Sales
(as defined herein) with respect to securities of the Issuer. For purposes of this Section 5, “Short Sales”
shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange
Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage
arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and
sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (a) nothing
herein shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement or
of Subscriber’s participation in the Transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering
into any Short Sales and (b) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers
manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made
by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above shall only apply
with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Acquired Shares
covered by this Subscription Agreement.


 






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6.
Registration Rights.


 


a.
The Issuer agrees to use commercially reasonable efforts to submit to or file with the Commission, within thirty (30) calendar days after
the consummation of the Transaction (the “Filing Date”) (at the Issuer’s sole cost and expense), a registration
statement on Form S-1 (the “Registration Statement”), registering the resale of the Acquired Shares, which Registration
Statement may include shares of the Issuer’s common stock issuable upon exercise of outstanding warrants or those held by the Sponsor,
and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities
Act as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day (or 120th calendar day
if the Commission notifies the Issuer that it will “review” the Registration Statement) following the Closing and (ii) the
10th business day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration
Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effective Date”);
provided, however, that the Issuer’s obligations to include the Acquired Shares in the Registration Statement are
contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held
by Subscriber and the intended method of disposition of the Acquired Shares as shall be reasonably requested by the Issuer to effect
the registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration as the Issuer
may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be
entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period
or as permitted hereunder. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the shares
proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale
of the Acquired Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number
of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the Commission. In such event, the number
of Acquired Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among
all such selling stockholders. Upon notification by the Commission that the Registration Statement has been declared effective by the
Commission, within two (2) business days thereafter, the Issuer shall file the final prospectus under Rule 424 of the Securities Act.
The Issuer will provide a draft of the Registration Statement to Subscriber for review at least two (2) business days in advance of filing
the Registration Statement; provided, that for the avoidance of doubt, in no event shall the Issuer be required to delay or postpone
the filing of such Registration Statement as a result of or in connection with Subscriber’s review. In no event shall Subscriber
be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the
Commission requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity
to withdraw from the Registration Statement. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering
of Acquired Shares. For purposes of clarification, any failure by the Issuer to file the Registration Statement by the Filing Date or
to effect such Registration Statement by the Effective Date shall not otherwise relieve the Issuer of its obligations to file or effect
the Registration Statement as set forth above in this Section 6.


 






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b.
In the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request,
inform Subscriber as to the status of such registration. At its expense the Issuer shall:


 


(i)
except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement,
use its commercially reasonable efforts to keep such registration continuously effective with respect to Subscriber, and to keep the
applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until
the earlier of the following: (A) Subscriber ceases to hold any Acquired Shares, (B) the date all Acquired Shares held by Subscriber
may be sold without restriction under Rule 144 of the Securities Act, including without limitation, any volume and manner of sale restrictions
which may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance with the current
public information required under Rule 144(c)(1) or Rule 144(i)(2), as applicable, and (C) two (2) years from the Effective Date of the
Registration Statement. The period of time during which the Issuer is required hereunder to keep a Registration Statement effective is
referred to herein as the “Registration Period”;


 


(ii)
during the Registration Period, advise Subscriber within two (2) business days:


 


(1)
when a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any
post-effective amendment thereto has become effective;


 


(2)
of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for
additional information;


 


(3)
after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for such purpose;


 


(4)
of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Acquired Shares included
therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(5)
in accordance with Section 6.c of this Subscription Agreement, of the occurrence of any event that requires the making of any
changes in any Registration Statement or prospectus so that, as of such date, any Registration Statement does not contain an untrue statement
of a material fact or does not omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, or any prospectus does not include an untrue statement of a material fact or does not omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 




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Notwithstanding
anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with
any material, nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence
of the events listed in (1) through (5) above constitutes material, nonpublic information regarding the Issuer;


 


(iii)
during the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of any Registration Statement as soon as reasonably practicable;


 


(iv)
during the Registration Period, upon the occurrence of any event contemplated above, except for such times as the Issuer is permitted
hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, use its commercially reasonable
efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the
related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Acquired Shares included
therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(v)
during the Registration Period, use its commercially reasonable efforts to cause all Acquired Shares to be listed on each securities
exchange or market, if any, on which the Class A Shares issued by the Issuer have been listed;


 


(vi)
during the Registration Period, use its commercially reasonable efforts to take all other steps necessary to effect the registration
of the Acquired Shares contemplated hereby and, for so long as Subscriber holds Acquired Shares, to enable Subscriber to sell the Acquired
Shares under Rule 144; and


 


(vii)
subject to receipt from Subscriber by the Issuer and its transfer agent of customary representations
and other documentation reasonably acceptable to the Issuer and the transfer agent in connection therewith, including, if required by
the transfer agent, an opinion of the Issuer’s counsel, in a form reasonably acceptable to the transfer agent, to the effect that
the removal of such restrictive legends in such circumstances may be effected under the Securities Act, Subscriber may request that the
Issuer remove any legend from the book entry position evidencing its Acquired Shares following the earliest of such time as such Acquired
Shares (A) are subject to or have been or are about to be sold or transferred pursuant to an effective registration statement or
(B) have been or are about to be sold pursuant to Rule 144. If restrictive legends are no longer required for such Acquired Shares
pursuant to the foregoing, the Issuer shall, in accordance with the provisions of this Section 6 and
within two (2) business days of any request therefor from Subscriber accompanied by such customary and reasonably acceptable representations
and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the transfer agent
irrevocable instructions that the transfer agent shall make a new, unlegended entry for such book entry Acquired Shares. The Issuer shall
be responsible for the fees of its transfer agent and all Depository Trust Company fees associated with such issuance.


 




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c.
Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the filing
or effectiveness of the Registration Statement, and, from time to time, to require Subscriber not to sell under the Registration Statement
or to suspend the effectiveness or use thereof, if it determines that the negotiation or consummation of a transaction by the Issuer
or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Issuer’s board of directors
reasonably believes, upon the advice of outside legal counsel, would require additional disclosure by the Issuer in the Registration
Statement of material information that the Issuer has a bona fide business purpose for keeping confidential and the non-disclosure of
which in the Registration Statement would be expected, in the reasonable determination of the Issuer, upon the advice of outside legal
counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements or is otherwise necessary for
the Registration Statement to not contain a material misstatement or omission (each such circumstance, a “Suspension Event”);
provided, however, that the Issuer may not delay or suspend the effectiveness or use of the Registration Statement on more
than two (2) occasions or for more than ninety (90) consecutive calendar days, or for more than one hundred twenty (120) total calendar
days, in each case during any twelve-month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension
Event (which notice shall not contain material non-public information) during the period that the Registration Statement is effective
or if as a result of a Suspension Event the Registration Statement contains any untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the statements therein not misleading, or any related prospectus
includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading, Subscriber agrees that (i) it will immediately discontinue
offers and sales of the Acquired Shares under the Registration Statement until Subscriber receives copies of a supplemental or amended
prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives
notice that any post-effective amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers
and sales and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Issuer unless
otherwise required by law or subpoena. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s
sole discretion destroy, all copies of the prospectus covering the Acquired Shares in Subscriber’s possession; provided,
however, that this obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply
(A) to the extent Subscriber is required to retain a copy of such prospectus (x) in order to comply with applicable legal, regulatory,
self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (B) to copies
stored electronically on archival servers as a result of automatic data back-up.


 


d.
Subscriber may deliver written notice (including via email in accordance with Section 9.l) (an “Opt-Out Notice”)
to the Issuer requesting that Subscriber not receive notices from the Issuer otherwise required by this Section 6; provided,
however, that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber
(unless subsequently revoked), (i) the Issuer shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled
to the rights associated with any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration
Statement, Subscriber will notify the Issuer in writing at least two (2) business days in advance of such intended use, and if a notice
of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 6.d)
and the related suspension period remains in effect, the Issuer will so notify Subscriber, within one (1) business day of Subscriber’s
notification to the Issuer, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide
Subscriber with the related notice of the conclusion of such Suspension Event immediately upon its availability.


 






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e.
The Issuer shall, notwithstanding any termination of this Subscription Agreement in accordance with Section 7.b, indemnify, defend
and hold harmless Subscriber (to the extent a seller under the Registration Statement), its directors, officers, agents and employees
and each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) to the fullest extent permitted by applicable law, from and against any and all out-of-pocket losses, claims, damages, liabilities
and reasonable and documented costs (including, without limitation, reasonable and documented costs of preparation and investigation
and reasonable documented attorneys’ fees of one legal counsel (and one local counsel)) and all other reasonable and documented
expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged
untrue statement of a material fact contained in the Registration Statement or in any amendment or supplement thereto, or arising out
of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading or (ii) any untrue or alleged untrue statement of a material fact included in any prospectus included in the Registration
Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, except to the extent, but only to the extent, that such untrue statements,
alleged untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to the
Issuer by Subscriber expressly for use therein or Subscriber has omitted a material fact from such information or otherwise violated
the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder; provided, however, that the
indemnification contained in this Section 6 shall not apply to amounts paid in settlement of any Losses if such settlement
is effected without the consent of the Issuer (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the
Issuer be liable for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in reliance upon and in
conformity with written information furnished by Subscriber, (B) in connection with any failure of such person to deliver or cause to
be delivered a prospectus made available by the Issuer in a timely manner or (C) in connection with any offers or sales effected by or
on behalf of Subscriber in violation of Section 6.c hereof. The Issuer shall notify Subscriber reasonably promptly of the
institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 6
of which the Issuer is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of an indemnified party and shall survive the transfer of the Acquired Shares by Subscriber.


 


f.
Subscriber shall, severally and not jointly, indemnify and hold harmless the Issuer, its directors, officers, agents and employees, and
each person who controls the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, that arise out of or are based upon
(i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement or in any amendment or supplement
thereto or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading or (ii) any untrue or alleged untrue statement of a material fact included in any prospectus
included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue
or alleged untrue statements or omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to
the Issuer by Subscriber expressly for use therein or a material fact that Subscriber has omitted from such information; provided,
however, that the indemnification contained in this Section 6.f shall not apply to amounts paid in settlement of any
Losses if such settlement is effected without the consent of Subscriber (which consent shall not be unreasonably withheld, conditioned
or delayed). In no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by
Subscriber upon the sale of the Acquired Shares giving rise to such indemnification obligation. Subscriber shall notify the Issuer promptly
of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 6.f
of which Subscriber is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of an indemnified party and shall survive the transfer of the Acquired Shares by Subscriber.


 






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g.
If the indemnification provided under this Section  6 from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any Losses, then the indemnifying party, in lieu of indemnifying the indemnified party, shall
contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the Losses shall be deemed to include, subject to the limitations set forth above, any
legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
pursuant to this Section 6.g from any person who was not guilty of such fraudulent misrepresentation. Each indemnifying party’s
obligation to make a contribution pursuant to this Section 6.g shall be several, not joint. In no event shall the liability of
the Subscriber be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Acquired
Shares purchased pursuant to this Subscription Agreement giving rise to such contribution obligation.


 


7.
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations
of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest
to occur of (a) such date and time as the Combination Agreement is validly terminated in accordance with its terms, (b) upon the mutual
written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) if any of the conditions to the Closing
set forth in Section 2 of this Subscription Agreement are not satisfied at, or are not capable of being satisfied on or prior
to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be or are not consummated
at the Closing, or (d) at the election of Subscriber, on or after the “Outside Date” as defined in the Combination Agreement
(as such Outside Date may be amended or extended from time to time); provided that nothing herein will relieve any party from
liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in
equity to recover losses, liabilities or damages arising from any such willful breach. The Issuer shall promptly notify Subscriber of
the termination of the Combination Agreement promptly after the termination of such agreement.


 






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8.
Trust Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the
Issuer and one or more businesses or assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating
to its initial public offering dated August 12, 2021 (the “Prospectus”), available at www.sec.gov, substantially all
of the Issuer’s assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its
securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for
the benefit of the Issuer, its public stockholders and the underwriters of the Issuer’s initial public offering. Except with respect
to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any, the
cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of the Issuer
entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself
and its representatives, hereby irrevocably waives any and all right, title and interest, or any claim of any kind they have or may have
in the future arising out of this Subscription Agreement, in or to any monies held in the Trust Account, and agrees not to seek recourse
against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this
Section 8 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue
of such Subscriber’s record or beneficial ownership of securities of the Issuer acquired by any means other than pursuant to this
Subscription Agreement, including, but not limited to, any redemption right with respect to any such securities of the Issuer.


 


9.
Miscellaneous.


 


a.
  Each party hereto acknowledges that the other party hereto and the Placement Agent will rely
on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior to
the Closing, each party hereto agrees to promptly notify the other party hereto if any of the acknowledgments, understandings, agreements,
representations and warranties made by such party as set forth herein are no longer accurate in all material respects. Subscriber further
acknowledges and agrees that the Placement Agent is a third-party beneficiary of the representations and warranties of Subscriber contained
in Section 4 and the Issuer further acknowledges and agrees that the Placement Agent is a third-party beneficiary of the
representations and warranties of the Issuer contained in Section 3.


 




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b.
Subscriber agrees that none of (i) any Other Subscriber pursuant to Other Subscription Agreements entered into in connection with the
Transaction (including the affiliates or controlling persons, members, officers, directors, partners, agents, or employees of any such
Other Subscriber), (ii) the Placement Agent, its affiliates or any of its or their respective affiliates’ control persons, officers,
directors or employees, (iii) any other party to the Combination Agreement, including any such party’s representatives, affiliates
or any of its or their control persons, officers, directors or employees, that is not a party hereto, or (iv) any affiliates or any control
persons, officers, directors, employees, partners, agents or representatives of any of the Issuer, Intermediate or any other party to
the Combination Agreement shall be liable to Subscriber or to any Other Subscriber pursuant to this Subscription Agreement or the Other
Subscription Agreements, as applicable, the negotiation hereof or thereof or the subject matter hereof or thereof, or the transactions
contemplated hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with
the purchase of the Acquired Shares. On behalf of itself and its affiliates, the Subscriber releases each of the entities or individuals
described above in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or
disbursements related to this Subscription Agreement or the transactions contemplated hereby.


 


c.
Each of the Issuer, the Placement Agent, Intermediate and Subscriber is entitled to rely upon this Subscription Agreement and each is
irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby to the extent required by law or by regulatory bodies.


 


d.
Notwithstanding anything to the contrary in this Subscription Agreement, prior to the Closing, Subscriber may not transfer or assign
all or a portion of its rights and obligations under this Subscription Agreement, other than to one or more of its affiliates (including
other investment funds or accounts managed or advised by the investment manager who acts on behalf of Subscriber) without the prior consent
of the Issuer; provided that such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions
of this Subscription Agreement, makes the representations and warranties in Section 4 and completes Schedule A hereto;
provided, further, that, no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment
to any fund or account managed by the same investment manager as Subscriber or by an affiliate of such investment manager. In the event
of such a transfer or assignment, Subscriber shall complete the form of assignment attached as Schedule B hereto.


 


e.
All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.
For the avoidance of doubt, if for any reason the Closing does not occur prior to the consummation of the Transaction, all representations,
warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Transaction and remain in full force
and effect.


 


f.
The Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Acquired Shares and to register the Acquired Shares for resale, and Subscriber shall promptly provide such
information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and
procedures; provided that the Issuer agrees to keep any such information provided by Subscriber confidential.


 






    19


     


    

 


g.
This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


h.
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective affiliates and their respective heirs, executors, administrators, successors, legal representatives and permitted
assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by,
and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.


 


i.
If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable,
the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected
or impaired thereby and shall continue in full force and effect.


 


j.
This Subscription Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered
one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.


 


k.
Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


l.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied,
sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed
to be given and received (i) when so delivered personally, (ii) upon receipt of an appropriate electronic answerback or confirmation
when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate
by notice given hereunder), (iii) when sent, with no mail undeliverable or other rejection notice, if sent by email or (iv) five (5)
business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate
by notice given hereunder:


 


(A)
if to Subscriber, to such address or addresses set forth on the signature page hereto;


 


(B)
if to the Issuer, to:


 


CENAQ
Energy Corp.,

4550 Post Oak Place Dr.,

Suite 300, Houston, Texas 77027

Attention: J. Russell Porter

Email: RPorter@cenaqcorp.com


 




    20


     


    

 


with
required copies to (which copies shall not constitute notice):


 


Vinson
& Elkins L.L.P.


845
Texas Avenue


Suite
4700


Houston,
TX 77002


Attention:
T. Mark Kelly; Crosby Scofield


Email:
mkelly@velaw.com; cscofield@velaw.com


 


and


 


(C)
if to the Placement Agent, to:


 


Imperial
Capital, LLC


10100
Santa Monica Blvd.


Suite
2400


Los
Angeles, CA 9006


Attention:
Todd Wiench

Email: TWiench@imperialcapital.com


 


with
required copies to (which copies shall not constitute notice):


 


Baker
Botts L.L.P.


910
Louisiana St.


Houston,
TX 77002


Attention:
Doug Getten


Email:
doug.getten@bakerbotts.com


 


m.
This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement
(whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.


 


THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK
SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO
IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS
A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO
OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE
OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY
AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL
COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER
OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED
IN SECTION 9.l OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 






    21


     


    

 


EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I)
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE
FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.m.


 


n.
The Issuer shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription
Agreement, issue one or more press releases or furnish or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated
hereby, the Transaction and any other material, nonpublic information that the Issuer has provided to Subscriber at any time prior to
the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to the Issuer’s knowledge, Subscriber
shall not be in possession of any material, nonpublic information received from the Issuer or any of its officers, directors or employees.
Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer shall not publicly disclose the name of Subscriber
or any of its affiliates, or include the name of Subscriber or any of its affiliates, without the prior written consent of Subscriber,
(i) in any press release or (ii) in any filing with the Commission or any regulatory agency or trading market, except (A) as required
by the federal securities law in connection with the Registration Statement, (B) in a press release or marketing materials of the Issuer
in connection with the Transaction to the extent any such disclosure is substantially equivalent to the information that has previously
been made public without breach of the obligation under this Section 9.n or (C) to the extent such disclosure is required
by law, at the request of the staff of the Commission or regulatory agency or under the regulations of Nasdaq or by any other governmental
authority, in which case the Issuer shall provide Subscriber with prior written notice of such disclosure permitted under this subclause
(iii).


 


o.
This Subscription Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed by the
party against whom enforcement of such amendment, modification, supplement or waiver is sought; provided that any rights
(but not obligations) of a party under this Subscription Agreement may be waived, in whole or in part, by such party on its own behalf
without the prior consent of any other party.


 


p.
The parties agree that irreparable damage would occur if any provision of this Subscription Agreement were not performed in accordance
with the terms hereof, and accordingly, that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches
of this Subscription Agreement or to enforce specifically the performance of the terms and provisions of this Subscription Agreement
in an appropriate court of competent jurisdiction as set forth in Section 9.m, in addition to any other remedy to which any
party is entitled at law or in equity.


 


[Signature
pages follow.]


 




    22


     


    

 


IN
WITNESS WHEREOF, each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly
authorized representative as of the date first written above.


 


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



  


Signature
Page to Subscription Agreement


 




     
 


     


    

 


	SUBSCRIBER:	 	 
	 	 	 
	Name of Subscriber:	 	 
	 	 	 
	 	 	 
	Signature of Subscriber:	 	 



 


	By:	 	 
	Name:	 	 
	Title:	 	 



 


	 	 







	Name in which securities are to be registered (if different):	 
	 	 



Email Address: ______________________


 


Subscriber’s EIN: _______________


 


Address:





	 	 
	 	 
	 	 
	Attn: 	     	 



 


	 	 
	Telephone No : 		 
	 	 
	Facsimile No :		 



 


Aggregate
Number of Acquired Shares subscribed for: ______________________   


 


Aggregate Purchase Price: $ ______________________  




 


You
must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified by the
Issuer in the Closing Notice.


 


Signature
Page to Subscription Agreement


 




     
 


     


    

 


SCHEDULE
A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This
Schedule must be completed by Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used
and not otherwise defined in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable
box in either Part A or Part B below and the applicable box in Part C below.


 


		A.	QUALIFIED
                                            INSTITUTIONAL BUYER STATUS

                                            (Please check the applicable subparagraphs):



 


	☐	Subscriber
                                            is a “qualified institutional buyer” (as defined in Rule 144A under the Securities
                                            Act (a “QIB”)).



 


	☐	Subscriber
                                            is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts,
                                            and each owner of such accounts is a QIB.



 


***
OR ***


 


		B.	INSTITUTIONAL
                                            ACCREDITED INVESTOR STATUS

                                            (Please check the applicable subparagraphs):



 


Subscriber
is an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and has checked below
the box(es) for the applicable provision under which Subscriber qualifies as such:


 


	☐	Subscriber
                                            is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
                                            amended, corporation, Massachusetts or similar business trust, limited liability company
                                            or partnership not formed for the specific purpose of acquiring the securities of the Issuer
                                            being offered in this offering, with total assets in excess of $5,000,000.



 


	☐	Subscriber
                                            is a “private business development company” as defined in Section 202(a)(22)
                                            of the Investment Advisers Act of 1940.



 


	☐	Subscriber
                                            is a “bank” as defined in Section 3(a)(2) of the Securities Act.



 


	☐	Subscriber
                                            is a “savings and loan association” or other institution as defined in Section
                                            3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.



 


	☐	Subscriber
                                            is a broker or dealer registered pursuant to Section 15 of the Exchange Act.



 


	☐	Subscriber
                                            is an “insurance company” as defined in Section 2(a)(13) of the Securities Act.



 


	☐	Subscriber
                                            is an investment adviser registered pursuant to Section 203 of the Investment Advisers Act
                                            of 1940 or registered pursuant to the laws of a state.



 




    Schedule A-1




     


    

 


	☐	Subscriber
                                            is an investment adviser relying on the exemption from registering with the Commission under
                                            Section 203(l) or (m) of the Investment Advisers Act of 1940.



 


	☐	Subscriber
is an investment company registered under the Investment Company Act of 1940.



 


	☐	Subscriber
is a “business development company” as defined in Section 2(a)(48) of the Investment Company Act of 1940.



 


	☐	Subscriber
is a “Small Business Investment Company” licensed by the U.S. Small Business Administration under either Section 301(c) or
(d) of the Small Business Investment Act of 1958.



 


	☐	Subscriber
is a “Rural Business Investment Company” as defined in Section 384A of the Consolidated Farm and Rural Development Act.



 


	☐	Subscriber
is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000.



 


	☐	Subscriber
is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made
by a plan fiduciary, as defined in Section 3(21) of such act, which is one of the following.



 


		☐	A
bank;



 


		☐	A
savings and loan association;



 


		☐	An
insurance company; or



 


		☐	A
registered investment adviser.



 


	☐	Subscriber
is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 with total assets in excess of
$5,000,000.



 


	☐	Subscriber
is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 that is a self-directed plan with
investment decisions made solely by persons that are accredited investors.



 


	☐	Subscriber
is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered by the
Issuer in this offering, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities
Act.



 


	☐	Subscriber
is an entity in which all of the equity owners are accredited investors.



 


	☐	Subscriber
is an entity, including Indian tribes, governmental bodies, funds, and entities organized under
the laws of foreign countries, that own “investments,” as defined in Rule  2a51-1(b) under the Investment Company
Act, in excess of $5,000,000 and that was not formed for the specific purpose of acquiring the securities of the Issuer being offered
in this offering.





 




    Schedule A-2




     


    

 


	☐	Subscriber
is a natural person holding in good standing one or more professional certifications, designations or credentials from an accredited
educational institution that the Commission has designated as qualifying an individual for accredited investor status.



 


	☐	Subscriber
is a natural person who is a “knowledgeable employee,” as defined in Rule 3c-5(a)(4) under the Investment Company Act of
1940, of the Issuer of the securities being offered or sold where the Issuer would be an investment company, as defined in section 3
of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act.



 


	☒	Subscriber
is a “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 that was not formed for
the specific purpose of acquiring the securities of the Issuer being offered in this offering, with total assets in excess of $5,000,000
and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that
such family office is capable of evaluating the merits and risks of the prospective investment.



 


	☐	Subscriber
is a “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1),
of a family office meeting the requirements in paragraph (a)(12) of Rule 501(a) and whose prospective investment in the Issuer is directed
by such family office pursuant to paragraph (a)(12)(iii) of Rule 501(a).



 


***
AND ***


 


		C.	AFFILIATE STATUS

                                            (Please check the applicable box)

                                            

                                            SUBSCRIBER:



 


	☐	is:



 


	☒	is
not:



an “affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the
Issuer.



 




    Schedule A-3




     


    

 


SCHEDULE
B

FORM OF ASSIGNMENT


 


This
Subscription Assignment and Joinder Agreement (this “Assignment Agreement”), dated , 2022, is made and entered
into by and between (“Subscriber”) and (“Assignee”) and acknowledged by CENAQ Energy
Corp., a Delaware corporation (the “Issuer”).


 


WHEREAS,
the Issuer and Subscriber entered into that certain Subscription Agreement (the “Subscription Agreement”),
dated , 2022, pursuant to which Subscriber agreed to subscribe for and purchase shares of the Issuer’s Class A common stock (the
“Acquired Shares”);


 


WHEREAS,
Subscriber and Assignee are affiliated investment funds; and


 


WHEREAS,
for administrative reasons, Subscriber desires to assign its rights to subscribe for and purchase of the Acquired Shares along with the
rights and obligations set forth in the Subscription Agreement of such Acquired Shares (the “Assigned Shares”)
to Assignee.


 


NOW,
THEREFORE, pursuant to Section 9.d of the Subscription Agreement, and as further described in the table below, Subscriber
hereby assigns its rights to subscribe for and purchase the Assigned Shares to Assignee and Assignee hereby (i) accepts the rights to
subscribe for and purchase the Assigned Shares and agrees to be bound by and subject to the terms and conditions of the Subscription
Agreement, (ii) expressly makes the representations and warranties in Section 4 of the Subscription Agreement with respect
to the Assigned Shares and (iii) completed Schedule A to the Subscription Agreement and attached it hereto. Notwithstanding the
foregoing, this Assignment Agreement shall not relieve Subscriber of any of its obligations under the Subscription Agreement. Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.


 


The
following assignment by Subscriber to Assignee of its rights to subscribe for and purchase all or a portion of the Acquired Shares have
been made:


 





	Date of
 Assignment	 	 	Subscriber	 	 	Assignee	 	 	Number of
 Acquired
 Shares
 Assigned	 	 	Subscriber
 Revised
 Subscription
 Amount	 	 	Assignee
 Subscription
 Amount	 
	 	          	 	 	 	        	 	 	 	         	 	 	 	          	 	 	 	       	 	 	 	       	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 


[Signature
Page Follows]


 




     
 


     


    

 


IN
WITNESS WHEREOF, this Subscription Assignment and Joinder Agreement has been executed by Subscriber and Assignee acknowledged by
the Issuer by its duly authorized representative as of the date set forth above.


 


Acknowledgement
by the Issuer:


 


CENAQ ENERGY CORP.


	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 



 


	Signature of Subscriber:	 	 






	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 



 


	Signature of Assignee:	 	 



 


	By:	 	 
	Name:	 	 
	Title:	 	 



 


Assignee’s
EIN: _______________


 


	Address:	 
	 	 
	 	 
	 	 
	Attn:	            	 



 


 


 


Schedule
B-2