Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into on October 18, 2022, by and between AMCI Acquisition Corp.
II, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).


 


WHEREAS, on March 8,
2022, the Company entered into a definitive agreement with LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”),
and the other parties thereto, providing for a business combination between the Company and LanzaTech (the “Merger Agreement”
and the transactions contemplated by the Merger Agreement, the “Transaction”);


 


WHEREAS, in connection with
the Transaction, Subscriber desires to subscribe for and purchase from the Company, immediately prior to the consummation of the Transaction,
that number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common
Stock”), set forth on the signature page hereto (the “Subscribed Shares”), for a purchase price of $10.00
per share (the “Per Share Price” and the aggregate of such Per Share Price for all Subscribed Shares being referred
to herein as the “Purchase Price”), and the Company desires to issue and sell to Subscriber the Subscribed Shares in
consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company; and


 


WHEREAS, prior to or concurrent
with the execution of this Subscription Agreement, the Company entered into subscription agreements (the “Other Subscription
Agreements” and together with the Subscription Agreement, the “Subscription Agreements”) with certain other
investors (the “Other Subscribers” and together with Subscriber, the “Subscribers”), pursuant to
which such Subscribers have agreed to purchase shares of Class A Common Stock on the closing date of the Transaction.


 


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:


 


Section 1.          Subscription.
Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby subscribes for and agrees to purchase
from the Company, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed
Shares (such subscription and issuance, the “Subscription”).


 


Section 2.          Closing.


 


(a)           The
consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the Transaction
(the “Closing Date”), immediately prior to and conditioned upon the effectiveness of the consummation of the Transaction.


 






     


     


    

 


(b)          At
least five (5) Business Days before the anticipated Closing Date, the Company shall deliver 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 Company. No later than two (2) Business Days prior to the anticipated Closing Date as set forth in the Closing Notice, Subscriber
shall deliver the Purchase Price for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the account
specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the Closing. Upon satisfaction (or,
if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at
the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under
this Subscription Agreement, the organizational documents of the Company or applicable securities laws), in the name of Subscriber (or
its nominee or custodian in accordance with its delivery instructions) (and the Purchase Price shall be released from escrow automatically
and without further action by the Company or the Subscriber), and (ii) as promptly as practicable after the Closing, evidence from
the Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. Notwithstanding
the foregoing two sentences, if Subscriber informs the Company (1) that it is an investment company registered under the Investment
Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers
Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement
procedures in the foregoing two sentences, the following shall apply: (i) no later than two (2) Business Days prior to the Closing
Date as set forth in the Closing Notice, Subscriber shall provide the Company such information that the Company reasonably requests in
order for the Company to issue the Subscribed Shares, including, without limitation, the name of the person in whose name the Subscribed
Shares are to be issued (or a nominee as indicated by Subscriber) and a duly executed Internal Revenue Service Form W-9 or Form W-8,
as applicable, (ii) upon confirmation of Subscriber’s available funds necessary to initiate the wiring of the Purchase Price
for the Subscribed Shares, but prior to Subscriber’s release of its payment of the Purchase Price for the Subscribed Shares, on
the Closing Date the Company shall issue and deliver to Subscriber the Subscribed Shares, free and clear of any liens or other restrictions
whatsoever (other than those arising under applicable securities laws), in book entry form in the name of Subscriber (or its nominee in
accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable and a copy of the records of the
Company’s transfer agent showing Subscriber (or its nominee in accordance with its delivery instructions) as the registered holder
of the Subscribed Shares on and as of the Closing Date, and (iii) at 8:00 a.m. New York City time on the Closing Date (or as
soon as practicable following receipt of evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscribed
Shares on and as of the Closing Date), Subscriber shall deliver the Purchase Price by wire transfer of U.S. dollars in immediately available
funds to the account(s) specified by the Company in the Closing Notice (which shall not be escrow accounts). In the event that the
consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the
Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later
than two (2) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered
by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries
shall be deemed cancelled. Notwithstanding such return or cancellation (x) 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 (y) unless and until this Subscription Agreement is terminated in accordance with
Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s
delivery to Subscriber of a new Closing Notice in accordance with this Section 2 and (B) to consummate the Closing upon
satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business
Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York are required
or authorized by law to be closed for business.


 


(c)          The
Closing shall be subject to the satisfaction, or valid waiver in writing by each of the parties hereto, of the conditions that, on the
Closing Date:


 


		(i)	all conditions precedent to the closing of the Transaction set forth in Article 10 of the Merger
Agreement shall have been satisfied (as determined by the parties to the Merger Agreement) or waived in writing by the person(s) with
the authority to make such waiver (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction
pursuant to the Merger Agreement), and the closing of the Transaction shall be scheduled to occur substantially concurrently with the
Closing;



 






     


     


    

 


		(ii)	no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order,
law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the consummation
of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated
hereby and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint
or prohibition; and



 


		(iii)	the shares of Class A Common Stock shall be approved for listing on The Nasdaq Stock Market (the
 “Stock Exchange”) subject only to official notice of issuance and no suspension or removal from listing of the shares
of Class A Common Stock on the Stock Exchange shall have occurred and be continuing.



 


(d)          The
obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by the Company of
the additional conditions that, on the Closing Date:


 


		(i)	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 below), which representations and warranties shall be true and correct in all respects) at and as of the Closing
Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation
or warranty 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, which representations and warranties shall be true and correct in all respects) as of such earlier
date), and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements
of Subscriber contained in this Subscription Agreement as of the Closing Date, but without giving effect to consummation of the Transaction,
or as of such earlier date, as applicable, except, in each case, where the failure of such representations and warranties to be true and
correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Subscriber Material Adverse Effect;
and



 







		(ii)	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.



 


(e)          The
obligation of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver in writing by Subscriber of the
additional conditions that, on the Closing Date:


 


		(i)	all representations and warranties of the Company 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 Company Material
Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing
Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation
or warranty shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality
or Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such earlier
date), and consummation of the Closing shall constitute a reaffirmation by the Company of each of the representations, warranties and
agreements of the Company contained in this Subscription Agreement as of the Closing Date, but without giving effect to consummation of
the Transaction, or as of such earlier date, as applicable, except, in each case, where the failure of such representations and warranties
to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Company Material
Adverse Effect;



 






     


     


    

 


		(ii)	the Company 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; and



 


		(iii)	the terms of the Merger Agreement (as the same exists on the date of this Subscription Agreement) shall
not have been amended, modified or waived in a manner that would reasonably be expected to materially and adversely affect the economic
benefits that Subscriber would reasonably expect to receive under this Subscription Agreement, including, without limitation, any amendment,
modification or waiver of the condition in Section 10.3(d) of the Merger Agreement.



 


(f)          Prior
to or at the Closing, Subscriber shall deliver all such other information as is reasonably requested in order for the Company to issue
the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are
to be issued (or the Subscriber’s nominee in accordance with its delivery instructions) and a duly completed and executed Internal
Revenue Service Form W-9 or appropriate Form W-8, as applicable.


 


Section 3.          Company
Representations and Warranties. The Company represents and warrants to Subscriber that:


 


(a)          The
Company (i) is validly existing and in good standing under the laws of the State of Delaware, (ii) has the requisite power and
authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into and perform
its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to conduct its business and, if applicable,
is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business
or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii),
where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. For purposes of this
Subscription Agreement, a “Company Material Adverse Effect” means an event, change, development, occurrence, condition
or effect with respect to the Company that, individually or in the aggregate, would reasonably be expected to have a material adverse
effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or on the
legal authority and ability of the Company to comply with the terms of this Subscription Agreement, including the issuance and sale of
the Subscribed Shares, or the Transaction.


 


(b)          The
Subscribed Shares have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with
the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable, free and clear of all liens or other
restrictions (other than those arising under this Subscription Agreement, the organizational documents of the Company or applicable securities
laws), and will not have been issued in violation of, or subject to, any preemptive or similar rights created under the Company’s
governing and organizational documents or the laws of the State of Delaware.


 






     


     


    

 


(c)          This
Subscription Agreement has been duly authorized, validly executed and delivered by the Company, and assuming the due authorization, execution
and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 


(d)          Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 4 of this Subscription Agreement, the
execution and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares hereunder, the compliance by the
Company with all of the provisions of this Subscription Agreement and the consummation of the 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 the Company pursuant to the terms of (i) any
indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or
by which the Company is bound or to which any of the property or assets of the Company is subject, (ii) the organizational documents
of the Company, 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 Company or any of its properties that, in the case of clauses (i) and (iii),
would reasonably be expected to have a Company Material Adverse Effect.


 


(e)          Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 4 of this Subscription Agreement, the Company
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 Stock Exchange)
or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation,
the issuance of the Subscribed Shares), other than (i) filings required by applicable state securities laws, (ii) the filing
of the Registration Statement (as defined below) pursuant to Section 5 below, (iii) filings required by the United States
Securities and Exchange Commission (the “Commission”), (iv) filings required by the Stock Exchange, including
with respect to obtaining stockholder approval, if applicable, (v) filings required to consummate the Transaction as provided under
the Merger Agreement, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable,
and (vii) those filings, the failure of which to obtain would not have a Company Material Adverse Effect.


 


(f)          Except
for such matters as have not had and would not reasonably be expected to have a Company Material Adverse Effect, there is no (i) suit,
action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened
in writing against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator
outstanding against the Company.


 


(g)          Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, no
registration under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities (or Blue Sky)
laws is required for the offer and sale of the Subscribed Shares by the Company to Subscriber.


 






     


     


    

 


(h)          Neither
the Company 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) in connection with any offer or sale of the Subscribed Shares. The Subscribed Shares 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. Neither the Company nor any person acting on the Company’s behalf has, directly or indirectly, at any time within the past
six (6) months, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that
would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection
with the offer and sale by the Company of the Subscribed Shares as contemplated hereby or (ii) cause the offering of the Subscribed
Shares pursuant to this Subscription Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act
or any applicable stockholder approval provisions. Neither the Company nor any person acting on the Company’s behalf has offered
or sold or will offer or sell any securities, or has taken or will take any other action, which would reasonably be expected to subject
the offer, issuance or sale of the Subscribed Shares, as contemplated hereby, to the registration provisions of the Securities Act.


 


(i)          No
 “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) of
the Securities Act is applicable.


 


(j)          The
Company is in compliance with all applicable laws and has not received any written communication from a governmental entity that alleges
that the Company 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 Company Material Adverse Effect. The Company
is in all material respects in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and
regulations thereunder.


 


(k)          The
Class A Common Stock is eligible for clearing through The Depository Trust Company (the “DTC”), through its Deposit/Withdrawal
At Custodian (DWAC) system, and the Company is eligible and participating in the Direct Registration System (DRS) of DTC with respect
to the Class A Common Stock. The Company’s transfer agent is a participant in DTC’s Fast Automated Securities Transfer
Program. The Class A Common Stock is not, and has not been at any time, subject to any DTC “chill,” “freeze”
or similar restriction with respect to any DTC services, including the clearing of shares of Class A Common Stock through DTC.


 


(l)          No
broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Subscribed
Shares to Subscriber.


 


(m)          As
of their respective dates, each form, report, statement, schedule, prospectus, proxy, registration statement and other document required
to be filed by the Company with the Commission prior to the date hereof (collectively, as amended and/or restated since the time of their
filing, the “SEC Documents”) complied in all material respects with the requirements of the Securities Act and the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission
promulgated thereunder as in effect at the time of such filing, and none of the SEC Documents, as of their respective filing dates (or
if amended, restated, or superseded prior to the closing of the Transaction, on the date of such filing), contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the
SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission
with respect thereto as in effect at the time of filing (or if the SEC Documents are amended, restated, or superseded by a filing prior
to the closing of the Transaction, on the date of such filing) and fairly present in all material respects the financial position of the
Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case
of unaudited statements, to normal, year-end audit adjustments, and such consolidated financial statements have been prepared in conformity
with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)
(except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes
required by GAAP). A copy of each SEC Document is available to each Subscriber via the Commission’s EDGAR system. The Company has
timely filed each report, statement, schedule, prospectus, and registration statement that the Company was required to file with the Commission
since its initial registration of the Class A Common Stock with the Commission and through the date hereof. There are no material
outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the Commission with respect
to any of the SEC Documents as of the date hereof.


 






     


     


    

 


(n)          As
of the date hereof, the authorized capital stock of the Company consists of 301,000,000 shares of stock, consisting of (i) 280,000,000
shares of Class A Common Stock, (ii) 20,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B
Common Stock”), and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).
As of the date hereof and immediately prior to the Closing and prior to giving effect to the Transaction: (i) 15,000,000 shares of
Class A Common Stock, 3,750,000 shares of Class B Common Stock and no shares of Preferred Stock were issued and outstanding;
(ii) 7,500,000 warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, and 3,500,000 private
placement warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share (together, the “Warrants”),
were issued and outstanding; and (iii) no Class A Common Stock was subject to issuance upon exercise of outstanding options.
No Warrants are exercisable on or prior to the Closing. All (A) issued and outstanding shares of Class A Common Stock have been
duly authorized and validly issued, are fully paid and non-assessable and are not subject to preemptive rights or similar and (B) outstanding
Warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive or similar rights. As of the date
hereof, except as set forth above and pursuant to (1) the Other Subscription Agreements, (2) the Merger Agreement or (3) as
described in the SEC Documents, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from
the Company any Class A Common Stock or other equity interests in the Company (collectively, “Equity Interests”)
or securities convertible into or exchangeable or exercisable for Equity Interests. Except as set forth in the Merger Agreement, as of
the date hereof, the Company has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or
debt) in any person, whether incorporated or unincorporated. There are no stockholder agreements, voting trusts or other agreements or
understandings to which the Company is a party or by which it is bound relating to the voting of any Equity Interests, other than as contemplated
by the Merger Agreement or as described in the SEC Documents. Except as described in the SEC Documents, there are no securities or instruments
issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of
(i) the Subscribed Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement.


 


(o)          The
issued and outstanding shares of Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act, and
are listed for trading on the Stock Exchange under the symbol “AMCI.” There is no suit, action, proceeding or investigation
pending or, to the knowledge of the Company, threatened against the Company by the Stock Exchange or the Commission with respect to any
intention by such entity to deregister the shares of Class A Common Stock or prohibit or terminate the listing of the shares of Class A
Common Stock on the Stock Exchange. The Company has taken no action that is designed to terminate the registration of the shares of Class A
Common Stock under the Exchange Act.


 


(p)          Upon
consummation of the Transaction, the issued and outstanding shares of Class A Common Stock will continue to be registered pursuant
to Section 12(b) of the Exchange Act and will be listed for trading on the Stock Exchange.


 


(q)          The
Company is not, and immediately after receipt of payment for the Subscribed Shares and consummation of the Transaction, will not be, an
 “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 






     


     


    

 


(r)          Other
than the Other Subscription Agreements and the Merger Agreement (or any other agreement expressly contemplated by the Merger Agreement)
or as disclosed in the SEC Documents, as of the date hereof, the Company has not 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 Company. The Other Subscription Agreements have not been amended in any material respect following
the date of this Subscription Agreement and reflect the same Per Share Price and other terms with respect to the purchase of the Subscribed
Shares that are no more favorable to such Subscriber thereunder than the terms of this Subscription Agreement. The Company may enter into
one or more subscription agreements in connection with the Transaction with one or more other investors and reflect the same Per Share
Price, provided that if any such subscription agreement contains terms more favorable to the relevant other investor than the terms provided
to the Subscriber under this Subscription Agreement (other than the Per Share Price), the Company will provide written notice to the Subscriber
of such terms at least five (5) Business Days before the anticipated Closing Date and this Subscription Agreement will be deemed
automatically amended as of the date of such notice to include the more favorable terms provided to such other investor.


 


(s)          Neither
the Company nor anyone acting on its behalf has, directly or indirectly, offered the Subscribed Shares or any similar securities for sale
to, or solicited any offer to buy the Subscribed Shares or any similar securities from, or otherwise approached or negotiated in respect
thereof with, any person other than the Subscriber and a limited number of other accredited investors, each of which has been offered
the Subscribed Shares at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any
action that would subject the issuance or sale of the Subscribed Shares to the registration requirements of section 5 of the Securities
Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.


 


Section 4.          Subscriber
Representations and Warranties. Subscriber represents and warrants to the Company that:


 


(a)          Subscriber
(i) is validly existing and in good standing under the laws of its jurisdiction of formation or incorporation and (ii) has the
requisite power and authority to enter into and perform its obligations under this Subscription Agreement.


 


(b)          This
Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber, and assuming the due authorization, execution
and delivery of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber,
enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 


(c)          The
execution, delivery and performance of this Subscription Agreement, the purchase of the Subscribed Shares hereunder, the compliance by
Subscriber with all of the provisions of this Subscription Agreement and the consummation of the 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; (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 its properties that in the case of clauses (i) and (iii),
would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber
Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that would
reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby,
including the purchase of the Subscribed Shares.


 






     


     


    

 


(d)          Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), in each case, satisfying
the applicable requirements set forth on Annex A hereto, (ii) is acquiring the Subscribed Shares only for its own account
and not for the account of others, or if Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor
accounts, each owner of such account is a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act) or an “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) 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 Subscribed Shares
with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided
the Company with the requested information on Annex A following the signature page hereto).


 


(e)          Subscriber
acknowledges and agrees that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act or the securities laws of any State
or other jurisdiction and that the Company is not required to register the Subscribed Shares except as set forth in Section 5 of
this Subscription Agreement. Subscriber acknowledges and agrees that the Subscribed 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 Company
or a subsidiary thereof, (ii) pursuant to an applicable exemption from the registration requirements of the Securities Act (including
without limitation a private resale pursuant to so called “Section 4(a)11⁄2”), or (iii) an ordinary course
pledge such as a broker lien over account property generally, and, in each of clauses (i)-(iii), in accordance with any applicable securities
laws of the states and other jurisdictions of the United States, and that any certificates or account entries representing the Subscribed
Shares shall contain a restrictive legend to such effect. Subscriber acknowledges and agrees that the Subscribed Shares will be subject
to these securities law transfer restrictions, and as a result of these transfer restrictions, Subscriber may not be able to readily offer,
resell, transfer, pledge or otherwise dispose of the Subscribed Shares and may be required to bear the financial risk of an investment
in the Subscribed Shares for an indefinite period of time. Subscriber acknowledges and agrees that the Subscribed Shares will not be immediately
eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”),
until at least one year following the filing of certain required information with the Commission after the Closing Date. Subscriber acknowledges
and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed
Shares.


 


(f)          Subscriber
understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber further acknowledges
that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements
made to Subscriber by the Company, LanzaTech, 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 of the Company set forth in this Subscription Agreement. Subscriber agrees
that none of (i) any Other Subscriber pursuant to Other Subscription Agreements entered into in connection with the offering of Class A
Common Stock (including the controlling persons, members, officers, directors, partners, agents, or employees of any such other purchaser),
or (ii) any other party to the Merger 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, shall be liable to the Subscriber pursuant to this Subscription
Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Class A
Common Stock.


 






     


     


    

 


(g)          In
making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon independent investigation made by Subscriber
and the Company’s representations in Section 3 of this Subscription Agreement. Subscriber acknowledges and agrees that
Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed
Shares, including with respect to the Company, LanzaTech (and its subsidiaries (collectively, the “Acquired Companies”))
and the Transaction, and made its own assessment and is satisfied concerning the relevant financial, tax and other economic considerations
relevant to Subscriber’s investment in the Subscribed Shares. Without limiting the generality of the foregoing, Subscriber acknowledges
that it has reviewed the Company’s filings with the Commission. 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 Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect
to the Subscribed Shares. Subscriber acknowledges that certain information provided by the Company or by or on behalf of LanzaTech was
based on projections prepared by LanzaTech, and such projections were prepared based on assumptions and estimates that are inherently
uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause
actual results to differ materially from those contained in the projections. Subscriber further acknowledges that the information provided
to Subscriber was preliminary and subject to change, including in the registration statement and the proxy statement/prospectus that the
Company has filed with the Commission in connection with the Transaction (which will include substantial additional information about
the Company, the Acquired Companies and the Transaction and will update and supersede the information previously provided to Subscriber).
Subscriber acknowledges and agrees that none of the Acquired Companies or any of their respective affiliates or any of such person’s
or its affiliate’s control persons, officers, directors, employees or other representatives, legal counsel, financial advisors,
accountants or agents (collectively, “Representatives”) has provided Subscriber with any information, recommendations
or advice with respect to the Subscribed Shares nor is such information, recommendations or advice necessary or desired. None of the Acquired
Companies or any of their respective affiliates or Representatives has made or makes any representation as to the Company or the Acquired
Companies or the quality or value of the Subscribed Shares.


 


(h)          Subscriber
became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and the Company or by means
of contact from LanzaTech, and the Subscribed Shares were offered to Subscriber solely by direct contact between Subscriber and the Company
or its affiliates. Subscriber did not become aware of this offering of the Subscribed Shares, nor were the Subscribed Shares offered to
Subscriber, by any other means. Subscriber acknowledges that the Company represents and warrants that the Subscribed Shares (i) were
not offered by any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) 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.


 


(i)          Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares, including
those set forth in the SEC Documents. 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 Subscribed Shares, and Subscriber has had an opportunity to seek, and has sought,
such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber
(i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing
in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions
and investment strategies involving a security or securities, and (iii) has exercised independent judgment in evaluating its participation
in the purchase of the Subscribed Shares. Subscriber understands and acknowledges that the purchase and sale of the Subscribed Shares
hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer
exemption under FINRA Rule 2111(b).


 






     


     


    

 


(j)          Subscriber
has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined that the Subscribed 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 Company. Subscriber acknowledges specifically that a possibility of total loss
exists.


 


(k)          Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares
or made any findings or determination as to the fairness of this investment.


 


(l)          Subscriber
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the
United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program,
(ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S.
shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement agencies, if
requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable
law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the
 “BSA/PATRIOT Act”), such Subscriber maintains policies and procedures reasonably designed to comply with applicable
obligations under the BSA/PATRIOT Act. To the extent required, Subscriber maintains policies and procedures reasonably designed for the
screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, Subscriber maintains
policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Subscribed Shares were
legally derived.


 


(m)          No
foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state
have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result
of the purchase and sale of Subscribed Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States
would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208)
over the Company from and after the Closing as a result of the purchase and sale of Subscribed Shares hereunder.


 


(n)          If
Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”) or 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 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, or an entity whose underlying assets are considered to include “plan assets”
of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions
of ERISA or section 4975 of the Code, Subscriber represents and warrants that (i) it has not relied on the Company or any of its
affiliates (the “Transaction Parties”) for investment advice or as the Plan’s fiduciary with respect to its decision
to acquire and hold the Subscribed Shares, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary
with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares and (ii) the acquisition and holding
of the Subscribed Shares will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.


 






     


     


    

 


(o)          Subscriber
at the Closing will have sufficient funds to pay the Purchase Price pursuant to Section 2 of this Subscription Agreement.


 


(p)          Subscriber
acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm
or corporation (including, without limitation, the Company, LanzaTech or any of their respective affiliates or any of its or their respective
control persons, officers, directors, employees, agents or representatives), other than the representations and warranties of the Company
contained in Section 3 of this Subscription Agreement, in making its investment or decision to invest in the Company.


 


(q)          No
broker or finder has acted on behalf of the Subscriber in connection with the sale of the Subscribed Shares pursuant to this Subscription
Agreement in such a way as to create any liability on the Company.


 


(r)          Subscriber
hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with the Subscriber, shall,
directly or indirectly, engage in any hedging activities or execute any Short Sales with respect to the securities of the Company from
the date hereof until the Closing or the earlier termination of this Subscription Agreement in accordance with its terms (other than pledges
in the ordinary course of business as part of prime brokerage arrangements). “Short Sales” shall include, without limitation,
all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act. Notwithstanding the foregoing, nothing
in this Section 4(r) (i) shall restrict Subscriber’s ability to maintain bona fide hedging positions in respect
of the Warrants of the Company held by the Subscriber as of the date hereof; (ii) shall prohibit any entities under common management
or that share an investment advisor with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation
in the Subscription (including Subscriber’s controlled affiliates and/or affiliates) from entering into any short sales or engaging
in other hedging transactions; and (iii) 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, this Section 4(r) shall only apply with
respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscribed Shares
covered by this Subscription Agreement (the “Investing Portfolio Manager”) and the portfolio managers who have direct
knowledge of the investment decisions made by the Investing Portfolio Manager. The Company acknowledges and agrees that, notwithstanding
anything herein to the contrary, the Subscribed Shares may be pledged by Subscriber in connection with a bona fide margin agreement, provided
that such pledge shall be (1) pursuant to an available exemption from the registration requirements of the Securities Act or (2) pursuant
to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber
effecting a pledge of the Subscribed Shares shall not be required to provide the Company with any notice thereof; provided, however, that
neither the Company nor its counsel shall be required to take any action (or refrain from taking any action) in connection with any such
pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Subscribed Shares are not subject
to any contractual lock up or prohibition on pledging, the form of such acknowledgment to be subject to review and comment by the Company
in all respects.


 


(s)          Except
as expressly disclosed in a Schedule 13D or Schedule 13G (or amendments thereto) filed by Subscriber with the Commission with respect
to the beneficial ownership of the Company’s outstanding securities prior to the date hereof, Subscriber is not currently (and at
all times through 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), including any group acting for the purpose of acquiring,
holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).


 






     


     


    

 


(t)          Subscriber
acknowledges that (i) the Company and LanzaTech and any of their respective affiliates, control persons, officers, directors, employees,
agents or representatives currently may have, and later may come into possession of, information regarding the Company and LanzaTech that
is not known to Subscriber and that may be material to a decision to purchase the Subscribed Shares, (ii) Subscriber has determined
to purchase the Subscribed Shares notwithstanding its lack of knowledge of such information, and (iii) none of the Company or LanzaTech
or any of their respective affiliates, control persons, officers, directors, employees, agents or representatives shall have liability
to Subscriber, and Subscriber hereby to the extent permitted by law waives and releases any claims it may have against the Company, LanzaTech
and their respective affiliates, control persons, officers, directors, employees, agents or representatives, with respect to the nondisclosure
of such information.


 


(u)          Neither
the due diligence investigation conducted by Subscriber in connection with making its decision to acquire the Subscribed Shares nor any
representation and warranty made by the Subscriber hereunder shall modify, amend or affect the Subscriber’s right to rely on the
truth, accuracy and completeness of the Company’s representations and warranties hereunder.


 


Section 5.          Registration
of Subscribed Shares.


 


(a)          The
Company agrees that, within thirty (30) calendar days following the Closing Date, the Company will file with the Commission (at the Company’s
sole cost and expense) a registration statement registering the resale of the Subscribed Shares (the “Registration Statement”),
and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable
after the filing thereof, but in any event no later than sixty (60) calendar days after the Closing Date (the “Effectiveness
Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred twenty (120) calendar days after
the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided from, the Commission; provided,
further that the Company shall have the Registration Statement declared effective within ten (10) Business Days after the
date the Company is notified (orally or in writing, whichever is earlier) by the staff of the Commission that the Registration Statement
will not be “reviewed” or will not be subject to further review; provided, further, that (i) if the Effectiveness
Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended
to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to
a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed
for. The Company shall provide a draft of the Registration Statement to the Subscriber for review at least two (2) Business Days
in advance of the date of filing the Registration Statement with the Commission (the “Filing Date”), and Subscriber
shall provide any comments on the Registration Statement to the Company no later than the day immediately preceding the Filing Date. Unless
otherwise agreed to in writing by the Subscriber prior to the filing of the Registration Statement, the Subscriber shall not be identified
as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that Subscriber be identified as a
statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement
upon its prompt written request to the Company. Notwithstanding the foregoing, if the Commission prevents the Company 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 Subscribed Shares by the applicable stockholders or otherwise, such Registration Statement shall
register for resale such number of Subscribed Shares which is equal to the maximum number of Subscribed Shares as is permitted by the
Commission. In such event, the number of Subscribed Shares or other shares to be registered for each selling stockholder named in the
Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted
to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Registration Statement or file
one or more new Registration Statement(s) (such amendment or new Registration Statement shall also be deemed to be a “Registration
Statement” hereunder) to register such additional Subscribed Shares and cause such amendment or Registration Statement(s) to
become effective as promptly as practicable after the filing thereof, but in any event no later than thirty (30) calendar days after the
filing of such Registration Statement (the “Additional Effectiveness Deadline”); provided, that the Additional Effectiveness
Deadline shall be extended to one hundred twenty (120) calendar days after the filing of such Registration Statement if such Registration
Statement is reviewed by, and comments thereto are provided from, the Commission; provided, further that the Company shall have such Registration
Statement declared effective within ten (10) Business Days after the date the Company is notified (orally or in writing, whichever
is earlier) by the staff of the Commission that such Registration Statement will not be “reviewed” or will not be subject
to further review; provided, further that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed
for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business
and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by
the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by
the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or
effect a Registration Statement as set forth in this Section 5.


 






     


     


    

 


(b)          The
Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of
a Registration Statement, the Company will use its commercially reasonable efforts to cause such Registration Statement to remain effective
with respect to Subscriber, including to prepare and file any post-effective amendment to such Registration Statement or a supplement
to the related prospectus such that the prospectus will not include any untrue statement or a material fact or omit to state any material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, until the earlier
of (i) three (3) years from the effective date of the Registration Statement, (ii) the date on which all of the Subscribed
Shares shall have been sold or (iii) on the first date on which the Subscriber can sell all of its Subscribed Shares (or shares received
in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities
that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or
Rule 144(i)(2), if applicable) and the Company shall use its commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of any Registration Statement as soon as reasonably practicable. For so long as the Registration Statement
shall remain effective, the Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable
cooperation, necessary to enable Subscriber to resell Subscribed Shares pursuant to the Registration Statement, qualify the Subscribed
Shares for listing on the applicable stock exchange on which the Company’s Class A Common Stock is then listed and update or
amend the Registration Statement as necessary to include Subscribed Shares. The Company will use its commercially reasonable efforts to,
for so long as the Subscriber holds Subscribed Shares, make and keep public information available (as those terms are understood and defined
in Rule 144) and file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange
Act so long as the Company remains subject to such requirements to enable the Subscriber to resell the Subscribed Shares pursuant to Rule 144.
The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Subscribed
Shares to the Company (or its successor) upon reasonable request to assist the Company in making the determination described above.


 






     


     


    

 


(c)          The
Company’s obligations to include the Subscribed Shares in the Registration Statement are contingent upon Subscriber furnishing in
writing to the Company a completed selling stockholder questionnaire in customary form that contains such information regarding Subscriber,
the securities of the Company held by Subscriber and the intended method of disposition of the Subscribed Shares as shall be reasonably
requested by the Company to effect the registration of the Subscribed Shares, and Subscriber shall execute such documents in connection
with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including
providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement (i) during
any customary blackout or similar period or as permitted hereunder and (ii) as may be necessary in connection with the preparation
and filing of a post-effective amendment to the Registration Statement following the filing of the Company’s Annual Report on Form 10-K
for its first completed fiscal year following the effective date of the Registration Statement; provided, that the Company shall
request such information from Subscriber, including the selling stockholder questionnaire, at least five (5) Business Days prior
to the anticipated filing date of the Registration Statement; and provided, further, under no circumstances shall Subscriber be required
to sign any type of lock-up agreement with respect to the Subscribed Shares. In the case of the registration effected by the Company pursuant
to this Subscription Agreement, the Company shall, upon reasonable request, inform Subscriber as to the status of such registration. Subscriber
shall not be entitled to use the Registration Statement for an underwritten offering of Subscribed Shares. Notwithstanding anything to
the contrary contained herein, the Company may delay or postpone filing of such Registration Statement, and from time to time require
Subscriber not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement if it determines
in good faith that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would
be needed, or if such filing or use would reasonably be expected to materially and adversely affect a bona fide business or financing
transaction of the Company or would reasonably be expected to require premature disclosure of information that would materially adversely
affect the Company (each such circumstance, a “Suspension Event”); provided, that, (w) the Company shall not so
delay filing or so suspend the use of the Registration Statement for a period of more than sixty (60) consecutive days or more than two
(2) times in any three hundred sixty (360) day period, and (x) the Company shall use commercially reasonable efforts to make
such registration statement available for the sale by the Subscriber of such securities as soon as practicable thereafter.


 


(d)          Upon
receipt of any written notice from the Company (which notice shall not contain any material non-public information regarding the Company
and which notice shall not be subject to any duty of confidentiality) of the happening of (i) an issuance by the Commission of any
stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose, which notice
shall be given no later than three (3) Business Days from the date of such event, (ii) any Suspension Event during the period
that the Registration Statement is effective, which notice shall be given no later than three (3) Business Days from the date of
such Suspension Event, or (iii) or if as a result of a Suspension Event the Registration Statement or related prospectus 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, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Subscriber agrees
that (1) it will immediately discontinue offers and sales of the Subscribed Shares under the Registration Statement (excluding, for
the avoidance of doubt, sales conducted pursuant to Rule 144) until the Subscriber receives copies of a supplemental or amended prospectus
(which the Company 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 Company that it may resume such offers
and sales, and (2) it will maintain the confidentiality of any information included in such written notice delivered by the Company
unless otherwise required by law, subpoena or regulatory request or requirement. If so directed by the Company, the Subscriber will deliver
to the Company or, in the Subscriber’s sole discretion destroy, all copies of the prospectus covering the Subscribed Shares in the
Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the
Subscribed Shares shall not apply (w) to the extent the Subscriber is required to retain a copy of such prospectus (A) in order
to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing
document retention policy or (x) to copies stored electronically on archival servers as a result of automatic data back-up.


 






     


     


    

 


(e)          Subscriber
may deliver written notice (an “Opt-Out Notice”) to the Company requesting that Subscriber not receive notices from
the Company otherwise required by this Section 5; 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 Company 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 Company 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 5(e)) and the related suspension period remains in effect, the Company
will so notify Subscriber, within one (1) business day of Subscriber’s notification to the Company, 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 promptly following its availability


 


(f)          For
purposes of this Section 5 of this Subscription Agreement, (i) “Subscribed Shares” shall mean, as
of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security
issued or issuable with respect to the Subscribed Shares by way of share split, dividend, distribution, recapitalization, merger, exchange,
or replacement, and (ii) “Subscriber” shall include any affiliate of the Subscriber to which the rights under
this Section 5 shall have been duly assigned.


 


(g)          The
Company shall indemnify and hold harmless Subscriber (to the extent Subscriber is a seller under the Registration Statement), the officers,
directors, members, managers, partners, agents, investment advisors and employees of Subscriber, each person who controls Subscriber (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, managers,
partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any
and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively,
 “Losses”) that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in
the Registration Statement, 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 required
to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading, except 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 Company by or on
behalf of Subscriber expressly for use therein or Subscriber has omitted a material fact from such information. 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 Subscribed Shares by Subscriber. Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to
amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which
consent shall not be unreasonably withheld or delayed).


 


(h)          Subscriber
shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription Agreement or selling stockholder
named in the Registration Statement, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person
who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against
all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement,
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 required to be stated therein
or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light
of the circumstances under which they were made) not misleading 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 Company
by or on behalf of Subscriber expressly for use therein. 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 Subscribed Shares giving rise to such indemnification obligation.
Notwithstanding the forgoing, Subscriber indemnification obligations shall not apply to amounts paid in settlement of any Losses or action
if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld or delayed).


 






     


     


    

 


(i)          Any
person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s
right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by
the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with
respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment
or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying
party pursuant to the terms of such settlement), which settlement shall not include a statement or admission of fault and culpability
on the part of such indemnified party, and which settlement shall include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 


(j)          The
indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall
survive the transfer of securities.


 


(k)          If
the indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, 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, claims, damages, liabilities and expenses 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; provided, however, that the liability
of the Subscriber shall be limited to the net proceeds received by such Subscriber from the sale of Subscribed Shares giving rise to such
indemnification obligation. 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 not made by, in the case of an omission), or relates to information supplied by (or
not supplied by, in the case of an omission), or on behalf of 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 or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in this Section 5, 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 5(k) from any person or entity who was
not guilty of such fraudulent misrepresentation.


 






     


     


    

 


(l)          In
addition, in connection with any sale, assignment, transfer or other disposition of the Subscribed Shares by the Subscriber pursuant to
Rule 144 or pursuant to any other exemption under the Securities Act such that the Subscribed Shares held by the Subscriber become
freely tradable and upon compliance by the Subscriber with the requirements of this Subscription Agreement, if requested by the Subscriber,
the Company shall use commercially reasonable efforts to cause the transfer agent for the Subscribed Shares (the “Transfer Agent”)
to remove any restrictive legends related to the book entry account holding such Subscribed Shares and make a new, unlegended entry for
such book entry Subscribed Shares sold or disposed of without restrictive legends within three (3) trading days of any such request
therefor from the Subscriber, provided that the Company and the Transfer Agent have timely received from the Subscriber customary representations
and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith. Subject to receipt from the
Subscriber by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company
and the Transfer Agent in connection therewith, including, if required by the Transfer Agent, an opinion of the Company’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, the Subscriber may request that the Company remove any legend from the book entry position evidencing
its Subscribed Shares following the earliest of such time as such Subscribed Shares (i) (x) are subject to or (y) have
been or are about to be sold or transferred pursuant to an effective registration statement, (ii) have been or are about to be sold
pursuant to Rule 144, or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision without the
requirement for the Company to be in compliance with the current public information requirement under Rule 144 and without volume
or manner-of-sale restrictions applicable to the sale or transfer of such Subscribed Shares. If restrictive legends are no longer required
for such Subscribed Shares pursuant to the foregoing, the Company shall, in accordance with the provisions of this Section 5(l) and
within two (2) trading days of any request therefor from the 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 Subscribed Shares. The Company
shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance.


 


Section 6.          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 Merger Agreement is validly terminated in accordance with its terms, (b) upon the mutual written agreement of
the parties hereto to terminate this Subscription Agreement, (c) if any of the conditions to Closing set forth in Section 2
of this Subscription Agreement are not satisfied on or prior to the Closing Date, and (d) December 7, 2022, if the Closing has
not occurred by such date; 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 such breach. The Company shall notify Subscriber of the termination of the Merger Agreement promptly after the termination
thereof. Upon the termination hereof in accordance with this Section 6, any monies paid by Subscriber to the Company in connection
herewith shall promptly (and in any event within one (1) Business Day) be returned in full to Subscriber by wire transfer of U.S.
dollars in immediately available funds to the account specified by Subscriber, without any deduction for or on account of any tax withholding,
charges or set-off, whether or not the Transaction shall have been consummated.


 






     


     


    

 


Section 7.          Trust
Account Waiver. Subscriber hereby acknowledges that, as described in the Company’s prospectus relating to its initial public
offering (the “IPO”) dated August 3, 2021 available at www.sec.gov, the Company has established a trust account
(the “Trust Account”) containing the proceeds of IPO and from certain private placements occurring simultaneously with
the IPO (including interest accrued from time to time thereon) for the benefit of the Company, its public stockholders and certain other
parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself
and its affiliates, hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or
claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, arising out or
as a result of, in connection with or relating in any way to this Subscription Agreement, and regardless of whether such claim arises
based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter
as the “Released Claims”), (b) irrevocably waives any Released Claims that it may have against the Trust Account
now or in the future as a result of, or arising out of, this Subscription Agreement, and (c) agrees that it will not seek recourse
against the Trust Account as a result of, in connection with or relating in any way to this Subscription Agreement. Subscriber acknowledges
and agrees that such irrevocable waiver is a material inducement to the Company to enter into this Subscription Agreement, and further
intends and understands such waiver to be valid, binding, and enforceable against Subscriber in accordance with applicable law. To the
extent Subscriber commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating
to the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives,
Subscriber hereby acknowledges and agrees that such claim shall not permit Subscriber (or any person claiming on Subscriber’s behalf
or in lieu of Subscriber) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained
therein. Nothing in this Section 7 shall be deemed to limit (i) Subscriber’s right to pursue a claim against the
Company for legal relief against assets held outside the Trust Account or for specific performance or other equitable relief, (ii) any
claims that Subscriber may have in the future against the Company’s assets that are not held in the Trust Account or (iii) Subscriber’s
right to distributions from the Trust Account in accordance with the Company’s certificate of incorporation in respect of any redemptions
by Subscriber in respect of Class A Common Stock acquired by any means other than pursuant to this Subscription Agreement. Notwithstanding
anything in this Subscription Agreement to the contrary, the provisions of this Section 7 shall survive termination of this
Subscription Agreement.


 


Section 8.          Miscellaneous.


 


(a)          All
notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic
mail, with no mail undeliverable or other rejection notice, on the date of transmission to such recipient, if sent on a Business Day prior
to 5:00 p.m. New York City time, or on the Business Day following the date of transmission, if sent on a day that is not a Business
Day or after 5:00 p.m. New York City time on a Business Day, (iii) one (1) Business Day after being sent to the recipient
via overnight mail by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed
to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended
recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified
by written notice given in accordance with this Section 8(a). A courtesy electronic copy of any notice sent by methods (i),
(iii), or (iv) above shall also be sent to the recipient via electronic mail if an electronic mail address is provided in the applicable
signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 8(a).


 


(b)          Subscriber
acknowledges that (i) the Company will rely on the acknowledgments, understandings, agreements, representations and warranties of
Subscriber contained in this Subscription Agreement and (ii) following the Closing, LanzaTech, will rely on the representations and
warranties of the Subscriber contained in this Subscription Agreement; provided, however, that the foregoing clause of this Section 8(b) shall
not give the Company any rights other than those expressly set forth herein. Prior to the Closing, Subscriber agrees to promptly notify
the Company if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber
set forth herein are no longer accurate in all material respects. The Company acknowledges that Subscriber will rely on the acknowledgments,
understandings, agreements, representations and warranties of the Company contained in this Subscription Agreement. Prior to the Closing,
the Company agrees to promptly notify Subscriber if it becomes aware that any of the acknowledgments, understandings, agreements, representations
and warranties of the Company set forth herein are no longer accurate in all material respects.


 






     


     


    

 


(c)          Each
of the Company and Subscriber 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.


 


(d)          Each
party hereto shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


(e)          Neither
this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares acquired hereunder
and the rights set forth in Section 5 of this Subscription Agreement) may be transferred or assigned by Subscriber. Neither
this Subscription Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned by the Company. Notwithstanding
the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement 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) or, with the Company’s
prior written consent, to another person; provided, that in the case of any such assignment, the assignee(s) shall become
a Subscriber hereunder and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided
for herein to the extent of such assignment and provided further that no such assignment shall relieve the assigning Subscriber
of its obligations hereunder if any such assignee fails to perform such obligations, unless the Company has given its prior written consent
to such relief.


 


(f)          All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


(g)          The
Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Shares and to register the Subscribed 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 Company agrees to keep any such information provided by Subscriber confidential, except (A) as
required by the federal securities laws, rules or regulations and (B) to the extent such disclosure is required by other laws,
rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations of the Stock Exchange.
Subscriber acknowledges that the Company may file a form of this Subscription Agreement with the Commission as an exhibit to a current
or periodic report of the Company or a registration statement of the Company.


 


(h)          This
Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties hereto.


 


(i)          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.


 


(j)          Except
as otherwise provided herein, this Subscription Agreement is intended for the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives, and permitted assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other person. Except as set forth in Section 5, Section 8(b), Section 8(c) and
this Section 8(j) with respect to the persons specifically referenced therein, this Subscription Agreement shall not
confer any rights or remedies upon any person other than the parties hereto, and their respective successors and assigns, and the parties
hereto acknowledge that such persons so referenced are third party beneficiaries of this Subscription Agreement for the purposes of, and
to the extent of, the rights granted to them, if any, pursuant to the applicable provisions.


 






     


     


    

 


(k)          The
parties hereto acknowledge and agree that (i) this Subscription Agreement is being entered into in order to induce the Company to
execute and deliver the Merger Agreement and (ii) irreparable damage would occur in the event that any of the provisions of this
Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other legal
remedies would not be an adequate remedy for such damage. It is accordingly agreed that the parties shall be entitled to equitable relief,
including in the form of an injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement and to
enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such
party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company shall
be entitled to specifically enforce Subscriber’s obligations to fund the Subscription and the provisions of the Subscription Agreement,
in each case, on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree: (x) to
waive any requirement for the security or posting of any bond in connection with any such equitable remedy; (y) not to assert that
a remedy of specific enforcement pursuant to this Section 8(k) is unenforceable, invalid, contrary to applicable law
or inequitable for any reason; and (z) to waive any defenses in any action for specific performance, including the defense that a
remedy at law would be adequate.


 


(l)          If
any provision of this Subscription Agreement shall 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.


 


(m)          No
failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing
between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise
of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce
any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right,
power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue
other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the
party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver
of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.


 


(n)          This
Subscription Agreement may be executed and delivered in one or more counterparts (including by electronic mail, in .pdf or other electronic
submission) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document.
All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


(o)          This
Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the
principles of conflicts of laws that would otherwise require the application of the law of any other state.


 






     


     


    

 


(p)          EACH
PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED
BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY
IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.


 


(q)          The
parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be
brought exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware
(or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within
the State of Delaware or, in the event each federal court within the State of Delaware declines to accept jurisdiction over a particular
matter, any state court within the State of Delaware) (collectively the “Designated Courts”). Each party hereby consents
and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Subscription
Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection
which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including
any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an
improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons, notice or document to
a party hereof in compliance with Section 8(a) of this Subscription Agreement shall be effective service of process for
any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as
set forth above.


 


(r)          This
Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of,
or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought
against the entities that are expressly named as parties hereto.


 


(s)          If
applicable, the Company shall, by 9:00 a.m., New York City time, by the fourth (4th) Business Day immediately following the date of this
Subscription Agreement, file with the Commission a Current Report on Form 8-K (the “Disclosure Document”) disclosing
all material terms of this Subscription Agreement and the transactions contemplated hereby, and any other material, nonpublic information
that the Company has provided to Subscriber or any of Subscriber’s affiliates, attorneys, agents or representatives at any time
prior to the filing of the Disclosure Document and including as exhibits to the Disclosure Document, the form of this Subscription Agreement
(in each case, without redaction). Upon the issuance of the Disclosure Document, to the Company’s knowledge, Subscriber and Subscriber’s
affiliates, attorneys, agents and representatives shall not be in possession of any material, non-public information received from the
Company or any of its affiliates, officers, directors, or employees or agents, and Subscriber shall no longer be subject to any confidentiality
or similar obligations under any current agreement, whether written or oral with the Company or any of its respective affiliates. Notwithstanding
anything in this Subscription Agreement to the contrary, the Company (i) shall not publicly disclose the name of Subscriber or any
of its affiliates or advisers, or include the name of Subscriber or any of its affiliates or advisers in any press release, without the
prior written consent of Subscriber and (ii) shall not publicly disclose the name of the Subscriber or any of its affiliates or advisers,
or include the name of the Subscriber or any of its affiliates or advisers in any filing with the Commission or any regulatory agency
or trading market, without the prior written consent of Subscriber, except (A) as required by the federal securities laws, rules or
regulations and (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff
of the Commission or regulatory agency or under the regulations of the Stock Exchange, in which case of clause (A) or (B), the Company
shall provide the Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult
with the Subscriber regarding such disclosure. Subscriber will promptly provide any information reasonably requested by the Company for
any regulatory application or filing made or approval sought in connection with the Transaction (including filings with the Commission).


 






     


     


    

 


(t)          The
obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or
any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of
the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or other investor under the Other Subscription
Agreements. The decision of Subscriber to purchase Subscribed Shares pursuant to this Subscription Agreement has been made by Subscriber
independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as
to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects
of the Company, LanzaTech or any of their respective subsidiaries which may have been made or given by any Other Subscriber or investor
or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have
any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements
or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or Other Subscriber or
other investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other Subscribers or other investors as a
partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers
or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by
this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent
for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection
with monitoring its investment in the Subscribed Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be
entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement,
and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.


 


(u)          The
headings herein are for convenience only, do not constitute a part of this Subscription Agreement and shall not be deemed to limit or
affect any of the provisions hereof. The language used in this Subscription Agreement will be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party. Unless the
context otherwise requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained
in or attached to this Subscription Agreement, (ii) each accounting term not otherwise defined in this Subscription Agreement has
the meaning assigned to it in accordance with GAAP, (iii) words in the singular or plural include the singular and plural and pronouns
stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iv) the use of the
word “including” in this Subscription Agreement shall be by way of example rather than limitation, and (v) the word “or”
shall not be exclusive.


 


(v)          The
Company shall be responsible for paying all present or future stamp, court or documentary, intangible, recording, filing or similar taxes
that arise from any payment or issuance made under, from the execution, delivery, performance or enforcement of, or otherwise with respect
to, this Subscription Agreement.


 






     


     


    

 


(w)          If
any change in the Class A Common Stock shall occur between the date hereof and immediately prior to the Closing by reason of any
reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or
any stock dividend, the number of Subscribed Shares issued to Subscriber, and the Per Share Price for such Subscribed Shares, shall be
appropriately adjusted to reflect such change.


 


[Signature pages follow.]


 






     


     


    

 


IN
WITNESS WHEREOF, the Company has accepted this Subscription Agreement as of the date first set forth above.


 


	 	AMCI ACQUISITION CORP. II
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	Address for Notices:
	 	 
	 	AMCI Acquisition Corp. II
	 	600 Steamboat Road
	 	Greenwich, CT 06830
	 	Email:	[***]
	 	Attention:	Nimesh Patel
	 	 
	 	with a copy (not to constitute notice)
    to:
	 	 
	 	White & Case LLP
	 	1221 Avenue of the Americas
	 	New York, New York 10020






	 	Email:	[***]
	 	 	[***]






	 	Attention:	Joel Rubinstein
	 	 	Elliott Smith




 


[Signature Page to Subscription Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date set forth below.


 


	Name of Subscriber:	 	State/Country of Formation or Domicile:
	 	 	 
	 	 	 
	By:		 	 
	Name:		 	 
	Title:		 	 
	 	 	 	 
	 	 	 	 
	Name in which Subscribed Shares are to be registered (if different):	 	Date: October____, 2022
	 	 	 
	 	 	 
	Subscriber’s EIN:	 	 
	 	 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	 	 	 
	City, State, Zip:	 	City, State, Zip:
	 	 	 
	 	 	 
	Attn:		 	Attn:	
	 	 	 
	 	 	 
	Telephone No.:	 	Telephone No.:
	Email for notices:	 	Email for notices (if different):
	 	 	 
	 	 	 
	Number of Shares of Class A Common Stock subscribed for:	 	 
	 	 	 
	 	 	 
	Aggregate Purchase Price: $	 	Price Per Share: $10
	 	 	 


 


[Signature Page to Subscription Agreement]


 






     


     


    

 


Annex
A


 


ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Annex A should be completed and signed by
Subscriber

and constitutes a part of the Subscription Agreement.


 


		1.	QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable)



 


		 ̈	Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (a “QIB”)



 


		 ̈	We are subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account
is a QIB.



 


** OR **


 


		2.	ACCREDITED INVESTOR STATUS (Please check each box)



 


		 ̈	Subscriber is an institutional “accredited investor” (within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the
meaning of Rule 501(a) under the Securities Act, and has marked and initialed the appropriate box below indicating the provision
under which it qualifies as an “accredited investor.”



 


		 ̈	Subscriber
is an “institutional account” within the meaning of FINRA Rule 4512(c).



 


** AND **


 


		3.	AFFILIATE STATUS

(Please check the applicable box)



 


SUBSCRIBER:


 


 ̈
is:


 


 ̈
is not:


 


an “affiliate” (as defined
in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.


 


Rule 501(a), in relevant
part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who
the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person.
Subscriber has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below which apply to Subscriber
and under which Subscriber accordingly qualifies as an institutional “accredited investor.”


 


 ̈            Any
bank, registered broker or dealer, insurance company, registered investment company, business development
company, small business investment company, private business development company, or rural business investment
company;


 


 ̈            Any investment adviser registered pursuant
to section 203 of the Investment Advisers Act or registered pursuant to the laws of a state;


 






     


     


    

 


 ̈            Any
investment adviser relying on the exemption from registering with the Commission under section 203(l) or
(m) of the Investment Advisers Act;


 


 ̈            Any
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, if such plan has total assets
in excess of $5,000,000;


 


 ̈            Any
employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), if
(i) the investment decision is made by a plan fiduciary,
as defined in section 3(21) of ERISA, which is either a
bank, a savings and loan association, an insurance company, or
a registered investment adviser, (ii) the employee benefit
plan has total assets in excess of $5,000,000 or,
(iii) such plan is a self-directed plan, with investment
decisions made solely by persons that are “accredited investors”;


 


 ̈            Any
(i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business
trust, or (iii) organization described in section 501(c)(3) of the Internal Revenue Code, in
each case that was not formed for the specific purpose of acquiring the securities offered and that has
total assets in excess of $5,000,000;


 


 ̈            Any
trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the
securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of
Regulation D under the Securities Act;


 


This Annex A should be completed
by Subscriber and constitutes a part of the Subscription Agreement.