Amendment No. 1 to Equity Participation Right Agreement, dated as of January 29, 2025, by and among Verde Clean Fuels, Inc., Verde Clean Fuels OpCo, LLC and Cottonmouth Ventures LLC

Exhibit 10.2

AMENDMENT NO. 1 TO EQUITY PARTICIPATION RIGHT AGREEMENT

This AMENDMENT NO. 1 TO EQUITY PARTICIPATION RIGHT AGREEMENT (this “Amendment”) is entered into on January 29, 2025, by and among Verde Clean Fuels, Inc. (f/k/a CENAQ Energy Corp.) (the “Issuer”), Verde Clean Fuels OpCo, LLC (“OpCo”), and Cottonmouth Ventures LLC (“Cottonmouth”). The Issuer, OpCo and Cottonmouth are sometimes referred to herein individually as a “Party” or collectively as the “Parties”. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to such terms in the Existing Equity Participation Right Agreement (as defined below), which will remain in full force and effect as amended hereby.

RECITALS

A. The Parties entered into that certain Equity Participation Right Agreement, dated as of February 13, 2023 (as may be amended or supplemented from time to time, the “Existing Equity Participation Right Agreement”), and the Parties desire to enter into this Amendment in order to amend the Existing Equity Participation Right Agreement.

B. Pursuant to Section 10(a) of the Existing Equity Participation Right Agreement, the Parties desire to amend the Existing Equity Participation Right Agreement as set forth in this Amendment, effective as of the date hereof.

AGREEMENT

In consideration of the mutual covenants, terms, conditions, and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Amendment to the Existing Equity Participation Right Agreement. Section 4 of the Existing Equity Participation Right Agreement is hereby deleted in its entirety and replaced with the following:

“4. Reserved.”

2. Effective Date. Each of the Parties hereto acknowledges and agrees that this Amendment shall be effective as of the date hereof.

3. Approval and Consent. Each of the Parties hereto hereby approves and consents to this Amendment.

4. Other Provisions. Except as expressly modified by this Amendment, all of the provisions of the Existing Equity Participation Right Agreement will remain in full force and effect and is hereby ratified and confirmed.

5. Effect of Amendment. Except as expressly modified by this Amendment, all of the provisions of the Existing Equity Participation Right Agreement are equally applicable to this Amendment.

6. Counterparts. This Amendment may be executed and delivered (including by facsimile or email transmission) in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same instrument.

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In WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives on and as of the date hereof.

[Signature Page to Amendment No. 1 to Equity Participation Right Agreement]

[Signature Page to Amendment No. 1 to Equity Participation Right Agreement]