INDEMNITY AGREEMENTIndemnity Agreement • March 15th, 2021 • AMCI Acquisition Corp. II • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of _______________, 2021, by and between AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 3, 2021, is made and entered into by and among AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 6th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 3, 2021 by and between AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF COMMON STOCK PURCHASE WARRANT LANZATECH GLOBAL, INC.LanzaTech Global, Inc. • May 22nd, 2023 • Industrial organic chemicals
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,[ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LanzaTech Global, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMCI Acquisition Corp. II Greenwich, CT 06830Letter Agreement • June 14th, 2021 • AMCI Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and Evercore Group L.L.C., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [●], 2021, is made and entered into by and among AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT AMCI ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • June 14th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
15,000,000 Units AMCI Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
AMCI Acquisition Corp. II 600 Steamboat Road Greenwich, CT, 06830AMCI Acquisition Corp. II • February 12th, 2021 • Delaware
AMCI Acquisition Corp. II, a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by AMCI Sponsor II LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,031,250 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Common Stock”), up to 656,250 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • February 7th, 2023 • AMCI Acquisition Corp. II • Industrial organic chemicals
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 6, 2023, by and between AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 14th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and AMCI Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 5th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and AMCI Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT AMCI ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March [●], 2021Warrant Agreement • March 15th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March [●], 2021, is by and between AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER by and among AMCI ACQUISITION CORP. II, AMCI MERGER SUB, INC., and LANZATECH NZ, INC. dated as of March 8, 2022Agreement and Plan of Merger • March 8th, 2022 • AMCI Acquisition Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of March 8, 2022 (this “Agreement”), is made and entered into by and among (i) AMCI Acquisition Corp. II, a Delaware corporation (“Acquiror”), (ii) AMCI Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“Merger Sub”), and (iii) LanzaTech NZ, Inc., a Delaware corporation (the “Company”). Acquiror, Merger Sub and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Certain terms used in this Agreement have the respective meanings ascribed to them in Section 1.1.
AMCI Acquisition Corp. II Greenwich, CT 06830Letter Agreement • March 15th, 2021 • AMCI Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and Evercore Group L.L.C., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
WARRANT AGREEMENT AMCI ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 3, 2021Warrant Agreement • August 6th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 3, 2021, is by and between AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, AMCI and Target on the Trade Date specified below. The term “Counterparty” refers to AMCI...AMCI Acquisition Corp. II • February 6th, 2023 • Industrial organic chemicals
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, AMCI and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AMCI Acquisition Corp. II Greenwich, CT 06830Letter Agreement • August 6th, 2021 • AMCI Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and Evercore Group L.L.C., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
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
LANZATECH 2023 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • December 12th, 2022 • AMCI Acquisition Corp. II • Industrial organic chemicals • Delaware
This Restricted Stock Unit Agreement (the “Award Agreement”) between LanzaTech Global, Inc. (the “Company”) and the individual identified below as the “Grantee” evidences the grant of an award of Restricted Stock Units (the “Award”) under the LanzaTech 2023 Long-Term Incentive Plan (the “Plan”). This Award Agreement is subject to the terms of the Plan. To the extent that there is a conflict between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall govern. By clicking the applicable acceptance box on the Shareworks platform, or any successor or replacement platform or system thereto (whether or not owned or administered by Solium, Inc.) (“Shareworks”), the Grantee agrees to all of the terms and conditions described in this Award Agreement and in the Plan.
AMENDMENT AND CONSENTAmendment and Consent • December 12th, 2022 • AMCI Acquisition Corp. II • Industrial organic chemicals
This Amendment and Consent (this “Amendment and Consent”) is entered into on _______________, 2022, by and between AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2022 • AMCI Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [________], 2022, is made and entered into by and among LanzaTech Global, Inc. (formerly known as AMCI Acquisition Corp. II), a Delaware corporation (the “Company”), [LanzaTech NZ, Inc.], a Delaware corporation (“Old LanzaTech”), AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), those holders of shares of capital stock of the Company which names are set forth on Schedule 1 attached hereto (the “AMCI Insiders,” and together with the Sponsor, the “AMCI Holders”), and those holders of shares of capital stock of the Company whose names are set forth on Schedule 2 attached hereto (the “Key Holders” and, collectively with the AMCI Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holder”).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • March 8th, 2022 • AMCI Acquisition Corp. II • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of March 8, 2022, is entered into by and among AMCI Acquisition Corp. II, a Delaware corporation (“Acquiror”) and certain of the stockholders (such stockholders, each, a “Stockholder” and together, the “Stockholders”) of LanzaTech NZ, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED ALLIANCE AGREEMENTAlliance Agreement • October 12th, 2022 • AMCI Acquisition Corp. II • Industrial organic chemicals • California
This Amendment No. 1 to the Amended and Restated Alliance Agreement (hereinafter called the “Amendment No. 1”) is made and entered into this 24th of March 2022 by and between LanzaTech NZ, Inc., a company organized and existing under the laws of Delaware (“LanzaTech”) and Mitsui & Co., Ltd., a company incorporated and existing under the laws of Japan (“Mitsui”). Each of Mitsui and LanzaTech shall be referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Any capitalized terms not defined herein have the meaning as defined in the Agreement (hereinafter defined).
ASSIGNMENT AND NOVATION AGREEMENTAssignment and Novation Agreement • February 13th, 2023 • LanzaTech Global, Inc. • Industrial organic chemicals • New York
This Assignment and Novation Agreement (the “Agreement”) is made by and among ACM ARRT H LLC, a Delaware limited liability company (“Assignor”), Vellar Opportunity Fund SPV LLC - Series 10 (the “Purchaser” or “Assignee”), AMCI Acquisition Corp. II, a Delaware Corporation (“AMCI”) and LanzaTech NZ, Inc., a Delaware corporation (“Target” and together with AMCI, the “Remaining Parties”) as of February 3, 2023. The Assignor, the Purchaser/Assignee, AMCI and the Target are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties.”
AMENDMENT NO. 2 TO AMENDED AND RESTATED ALLIANCE AGREEMENTAlliance Agreement • October 12th, 2022 • AMCI Acquisition Corp. II • Industrial organic chemicals • California
This Amendment No. 2 to the Amended and Restated Alliance Agreement (hereinafter called the “Amendment No. 2”) is made and entered into this 2nd of October 2022 by and between LanzaTech NZ, Inc., a company organized and existing under the laws of Delaware (“LanzaTech”) and Mitsui & Co., Ltd., a company incorporated and existing under the laws of Japan (“Mitsui”). Each of Mitsui and LanzaTech shall be referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Any capitalized terms not defined herein have the meaning as defined in the Agreement (hereinafter defined).
INDIVIDUAL CONSULTING AGREEMENTIndividual Consulting Agreement • January 3rd, 2023 • AMCI Acquisition Corp. II • Industrial organic chemicals • Illinois
This Individual Consulting Agreement (“Consulting Agreement”) is entered into effective as of January 1, 2023, by and between LanzaTech NZ, Inc. (the “Company”) and Sean Simpson (“Consultant”). The Company desires to retain Consultant to provide independent contract services to Company and, where relevant, any company, partnership, joint venture, or other entity that directly or indirectly controls, is controlled by, or is under common control by the Company (the “Affiliates” and together with the Company “LanzaTech”), and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
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).
AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 12th, 2022 • AMCI Acquisition Corp. II • Industrial organic chemicals • Delaware
This AMENDMENT NO. 1 TO SPONSOR SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of December 7, 2022, by and among (i) AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), (ii) AMCI Acquisition Corp. II, a Delaware corporation (“Acquiror”), (iii) LanzaTech NZ, Inc., a Delaware corporation (the “Company”), and (iv) the Persons identified on Schedule I attached to the Agreement (as defined below) (together with the Sponsor, the “Insider Holders”). Acquiror, the Insider Holders and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”.
ContractLicense Agreement • May 10th, 2022 • AMCI Acquisition Corp. II • Blank checks
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 8th, 2022 • AMCI Acquisition Corp. II • Blank checks
This Sponsor Support Agreement (this “Agreement”) is entered into on March 8, 2022, by and among AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), AMCI Acquisition Corp. II, a Delaware corporation (“Acquiror”), LanzaTech NZ Inc., a Delaware corporation (the “Company”), and the Persons identified on Schedule I attached hereto (together with the Sponsor, the “Insider Holders”). Acquiror, the Insider Holders and the Company are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.” Certain terms used in this Agreement have the applicable meanings ascribed to them in Section 3.1.
LANZATECH 2023 LONG-TERM INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • December 12th, 2022 • AMCI Acquisition Corp. II • Industrial organic chemicals • Delaware
This Stock Option Agreement (the “Agreement”) between LanzaTech Global, Inc. (the “Company”) and the individual identified below as the “Grantee” evidences the grant of a stock option (the “Option”) under the LanzaTech 2023 Long-Term Incentive Plan (the “Plan”). This Agreement is subject to the terms of the Plan. To the extent that there is a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern. By clicking the applicable acceptance box on the Shareworks platform, or any successor or replacement platform or system thereto (whether or not owned or administered by Solium, Inc.) (“Shareworks”), the Grantee agrees to all of the terms and conditions described in this Agreement and in the Plan.
LANZATECH GLOBAL, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 22nd, 2022 • AMCI Acquisition Corp. II • Industrial organic chemicals • Illinois
This Employment Agreement (this “Agreement”), dated as of December 21, 2022, is made and entered into by LanzaTech Global, Inc. (the “Company”) and Geoffrey Trukenbrod (the “Executive”).
FIRST AMENDMENT TO MASTER LICENSING AGREEMENTMaster Licensing Agreement • October 12th, 2022 • AMCI Acquisition Corp. II • Industrial organic chemicals
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 TP2 3E3 (“Suncor”)
AMCI ACQUISITION CORP. II Greenwich, CT 06830Letter Agreement • March 15th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) by and among AMCI Acquisition Corp. II (the “Company”) and AMCI Sponsor II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
