SUBSCRIPTION AGREEMENTSubscription Agreement • March 8th, 2022 • AMCI Acquisition Corp. II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 8, 2022, by and between AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
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.
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.
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.
FORM OF LOCK-UP AGREEMENTAMCI Acquisition Corp. II • March 8th, 2022 • Blank checks
This letter (this “Letter”) is being delivered to LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”), and LanzaTech Global, Inc. (formerly known as AMCI Acquisition Corp. II), a Delaware corporation (the “Company”), in accordance with the Agreement and Plan of Merger, dated as of March 8, 2022 (as it may be amended or supplemented from time to time, the “Merger Agreement”), entered into by and among the Company, AMCI Merger Sub, Inc., a Delaware corporation, and LanzaTech. Capitalized terms used but not otherwise defined in this Letter shall have the meanings ascribed thereto in the Merger Agreement.
