Exhibit 10.4


 


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, subject to Section 1 herein, 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 (other than Section 1 hereto), 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”); provided, that, to the extent funds in the Issuer’s Trust Account (as defined below)
immediately prior to the Closing (as defined below), after giving effect to the exercise of redemption rights pursuant to Section
9.2 of the Issuer’s third amended and restated certificate of incorporation (the “Charter”), exceed
$17,420,000, the number of Acquired Shares Subscriber agrees to subscribe for and purchase under this Agreement shall be reduced by
one share for every $10.00 in excess of $17,420,000 in the Trust Account; provided, further, that in no event shall the Acquired
Shares be reduced by more than 2,000,000 shares or the Purchase Price be reduced by more than $20.0 million.


 






     


     


    

 


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.


 






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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;


 


(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;


 






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(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;


 


(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.


 






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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.


 


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 Charter and the Issuer’s 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.


 






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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.


 


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.


 






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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.


 


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.


 






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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.


 






    20


     


    

 


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.


 


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;


 






    21


     


    

 


		(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


 


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.


 






    22


     


    

 


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.]





 






    23


     


    

 


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:	/s/ J. Russell Porter
	 	Name:	J. Russell Porter
	 	Title:	Chief Executive Officer


 


Signature Page to 


Subscription Agreement


 









     


     


    

 


	SUBSCRIBER:	 
	 	 
	Name of Subscriber:	 
	 	 
	Arb Clean Fuels Management LLC	 
	 	 
	Signature of Subscriber:	 
	 	 
	By:	/s/ Humberto Sirvent	 
	Name: 	 Humberto Sirvent	 
	Title: 	Managing Member	 
	 	 
	 	 
	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: ______7,000,000___ 


 


Aggregate Purchase Price: $____70,000,000_____


 


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.



 






    Schedule A-2


     


    

 


		☐	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.



 


		☐	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