LANZATECH NEW ZEALAND LIMITED STOCK OPTION AGREEMENTStock Option Agreement • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks
Lanzatech New Zealand Limited has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Lanzatech New Zealand Limited 2011 Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. The Plan is established pursuant to clause 2.1 of the Option Deed Poll. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and the Option Deed Poll, (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Op
April 12, 2021 Beijing Shougang-LanzaTech New Energy Technology Co., Ltd Room 1601-6, 16th Floor, Building 1/1 No. 1, Tianshunzhuang North Road, Shijingshan District Beijing 100043, China Sinopec Capital, Co. Ltd 22/F East Tower World Trade Centre No....AMCI Acquisition Corp. II • May 10th, 2022 • Blank checks
This letter confirms our agreement with respect to certain matters of interest to LanzaTech New Zealand Limited (“LanzaTech”), its affiliates and LanzaTech Hong Kong Limited (“LTHK”) in particular, Sinopec Capital Co, Ltd (“Sinopec Capital”) and its affiliates, and Beijing Shougang-LanzaTech New Energy Technology Co., Ltd (“SGLT”) in connection with the SPA and Cooperation Memorandum (defined below).
ContractLicense Agreement • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks
Memorandum of UnderstandingMemorandum of Understanding • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks
This Memorandum of Understanding (“MOU”) is made and entered into as of June 20, 2018 (“Effective Date”), between Sekisui Chemical Co., Ltd., a corporation duly organized and existing under the laws of Japan and having its principal office at 4-4, Nishitemma, 2-chome, Kita-ku, Osaka, Japan (“Sekisui”); and LanzaTech, Inc. (“LanzaTech”), a corporation duly organized and existing under the laws of the State of Illinois and having its principal office at 8045 Lamon Ave, Suite 400, Skokie, IL 60077, USA (“LanzaTech”).
Side Letter Agreement regarding Founders’ AgreementSide Letter Agreement • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks
In connection with entering into a certain Founders’ Agreement dated November 30, 2021 (the “Founders’ Agreement”) executed by and among Beijing Shougang LanzaTech New Energy Technology Co., Ltd (“SGLT”), Mitsui & Co., Ltd (“Mitsui”), LanzaTech Hong Kong Limited (“LanzaTech HK”, collectively with SGLT and Mitsui, “Parties”) and other shareholders of SGLT, the Parties wish by this side letter agreement (the “Side Letter Agreement”) to clarify their mutual intent and understanding that: in the event that SGLT makes a decision not to proceed with the Initial Public Offering or the Initial Public Offering has not occurred by Dec 31st 2024, SGLT will make commercially reasonable effort, and will discuss in good faith with shareholders of SGLT, the possibility to restore the Minority Protection.
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT by and among LANZAJET, INC. LANZATECH, INC. MITSUI & CO., LTD. SUNCOR ENERGY INC. BRITISH AIRWAYS PLC and SHELL VENTURES LLCStockholders’ Agreement • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks
1. Definitions 3 2. Voting 10 2.01 Investor Shares 11 2.02 Election of Directors 11 2.03 Board Composition 11 2.04 Removal of Board Members 12 2.05 Further Board Member Removal and Replacement Procedures 12 2.06 No Liability for Election of Recommended Directors 13 2.07 Board Observers. 13 2.08 Chairperson; Board and Shareholder Approval Matters; Committees 13 2.09 Legend 14 2.10 Other Rights 15 2.11 Change of Control; Drag Along 15 2.12 Irrevocable Proxy 16 2.13 Covenants of the Company 16 3. Restriction on Transfer 16 3.01 No Transfer Without Consent 16 3.02 Change of Control of Investor 17 3.03 Notice of Transfer 17 3.04 Company Right of First Refusal 18 3.05 Stockholder Right of First Refusal 18 3.06 [* * *] 19 4. Prohibited Transfers 19 4.01 Call Option Upon Prohibited Transfer 19 4.02 Voidability of Transfer 20 5. Issue of Additional Securities 20 5.01 First Offer to Investors and Sponsor 20 5.02
Date of Signature: 4th day of Dec., 2017 Indian Oil Corporation Limited Indian Oil Bhawan 1, Sri Aurobindo Marg, Yusuf Sarai New Delhi, India and LanzaTech Inc. Skokie, Illinois 60077 The USA Re: Letter of Agreement between LanzaTech, Inc....AMCI Acquisition Corp. II • May 10th, 2022 • Blank checks
This Letter of Agreement (“Agreement”) is executed by LanzaTech’ and IndianOil. LanzaTech and IndianOil may hereinafter collectively be referred to as “Parties” and individually as “Party”.
AMENDED AND RESTATED ALLIANCE AGREEMENTAlliance Agreement • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks • California
This Amended and Restated Alliance Agreement (“Agreement”) is made and entered into as of February 15th, 2022 (the “Restated Date”), by and between LanzaTech NZ, Inc., a company organized and existing under the laws of Delaware and formerly known as LanzaTech New Zealand Limited (“LanzaTech”) and Mitsui & Co., Ltd. (“Mitsui”). Each of Mitsui and LanzaTech shall be referred to herein, individually, as a “Party,” and, collectively, as the “Parties.”
EXCLUSIVE PATENT LICENSE AGREEMENTLicense Agreement • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks • Washington
THIS AGREEMENT made and entered into at Richland, Washington, by and between LanzaTech, Inc., having a principal place of business in Skokie, Illinois, herein called “LICENSEE”, and Battelle Memorial Institute, having a place of business in Richland, Washington, herein called “BATTELLE”. Each hereinafter referred to individually as “Party” and jointly as “Parties”. This Agreement is effective on the date affixed hereto by the Party last signing this Agreement (the “Effective Date”).
EXECUTED MAY 13, 2020 AMENDED AND RESTATED AS OF APRIL 2, 2021 LanzaTech, Inc. LanzaJet, Inc. Mitsui & Co., Ltd Suncor Energy Inc. British Airways PLC -and- Shell Ventures LLCInvestment Agreement • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks
WHEREAS, the Company, Sponsor, Mitsui, IAG, and Suncor are parties to the Investment Agreement, dated as of May 13, 2020 (the “Prior Agreement”), and desire to amend and restate the Prior Agreement and accept the rights and obligations provided for under this Agreement in lieu of the rights and obligations provided for under the Prior Agreement and to reflect the addition of Shell as an Investor and the closing of the Shell Tranche 1 Cash Investment (as defined below);
Intellectual Property and Technology License AgreementIntellectual Property and Technology License Agreement • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks
This Intellectual Property and Technology License Agreement (the “Agreement”) is made and entered into as of May 28, 2020 (the “Effective Date”), between LanzaTech, Inc., a corporation registered in the state of Delaware and having its principal place of business at 8045 Lamon Avenue, Suite 400, Skokie, IL 60077, USA (“LanzaTech”) and LanzaJet, Inc., a corporation registered in the state of Delaware with an address at 1209 Orange St, Wilmington, Delaware 19801 (“LanzaJet”); individually referred to as a “Party” and collectively as the “Parties”.
MASTER LICENSING AGREEMENTMaster Licensing Agreement • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks • New York
SUNCOR ENERGY INC., a corporation existing under the laws of Canada and having its registered office at P.O. Box 2844, 150 6th Avenue S.W., Calgary, Alberta T2P 3E3 (hereinafter referred to as “Suncor”); and
LANZATECH NZ, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks • Delaware
LanzaTech NZ, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of and Subscription for Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the LanzaTech NZ, Inc. 2019 Stock Plan (formerly the LanzaTech New Zealand Limited 2019 Stock Plan) (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and any other documents appended or otherwise referred to in those documents, (b) subscribes for and accepts the Opt
