Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of [________], 2022, is made and entered into by and among LanzaTech
Global, Inc. (formerly known as AMCI Acquisition Corp. II), a Delaware corporation (the “Company”), [LanzaTech
NZ, Inc.], a Delaware corporation (“Old LanzaTech”), AMCI Sponsor II LLC, a Delaware limited liability
company (the “Sponsor”), those holders of shares of capital stock of the Company which names are set forth
on Schedule 1 attached hereto (the “AMCI Insiders,” and together with the Sponsor, the “AMCI
Holders”), and those holders of shares of capital stock of the Company whose names are set forth on Schedule 2 attached
hereto (the “Key Holders” and, collectively with the AMCI Holders and any person or entity who hereafter becomes
a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a
 “Holder”).


 


RECITALS


 


WHEREAS, on August 3,
2021, the Company, the directors and officers of the Company at such time and the Sponsor entered into that certain Registration Rights
Agreement (the “Original Agreement”);


 


WHEREAS, Old LanzaTech
is party to that certain (i) Eighth Amended and Restated Investors’ Rights Agreement, (ii) Eighth Amended and Restated
Voting Agreement, and (iii) Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement, each with the investors party
thereto, and each dated as of October 28, 2021 (together, the “Old LanzaTech Agreements”);


 


WHEREAS, the Company
has entered into that certain Agreement and Plan of Merger, dated as of March 8,
2022 (as it may be amended or supplemented from time to time, the “Merger Agreement”), with AMCI Merger Sub, Inc.,
a Delaware corporation, and Old LanzaTech;


 


WHEREAS, on the date
hereof, pursuant to the Merger Agreement, the shares of capital stock of Old LanzaTech held by the Key Holders were converted into the
right to receive shares of common stock of the Company, par value $0.0001 per share (collectively, the “Common Stock”);


 


WHEREAS, on the date
hereof, certain other investors (such investors, collectively, the “PIPE Investors”) purchased an aggregate
of [•] shares of Common Stock (the “PIPE Shares”) in a transaction
exempt from registration under the Securities Act (as defined below) pursuant to the respective Subscription Agreements, each dated as
of March 8, 2022, entered into by and between the Company and each of the PIPE Investors
(each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”);
and


 


WHEREAS, the Company,
the Sponsor and the former directors and officers of the Company party to the Original Agreement desire to terminate the Original Agreement
in its entirety, and Old LanzaTech and the investors party to the Old LanzaTech Agreements desire to terminate each Old LanzaTech Agreement
in its entirety, and all such parties desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.








 






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NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1       Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or principal financial officer of the Company, after consultation with counsel to the Company, (a) would be required to
be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain a
Misstatement, (b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective
or used, as the case may be, (c) the Company has a bona fide business purpose for not making such information public, and (d) such
disclosure would be reasonably likely to have an adverse impact on the Company.


 


“Affiliate”
means, with respect to any specified person or entity, any other person or entity that, directly or indirectly, controls, is controlled
by, or is under common control with, such specified person or entity, whether through one or more intermediaries or otherwise. The term
 “control” (including the terms “controlling,” “controlled by”
and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or
otherwise.


 


“Agreement”
shall have the meaning given in the preamble hereto.


 


“AMCI Holders”
shall have the meaning given in the preamble hereto.


 


“AMCI Insiders”
shall have the meaning given in the preamble hereto.


 


“Block Trade”
shall have the meaning given in Section 2.4.1.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Closing”
shall have the meaning given in the Merger Agreement.


 


“Closing Date”
shall have the meaning given in the Merger Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the recitals hereto.


 


“Company”
shall have the meaning given in the preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 






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“Demanding Holders”
shall have the meaning given in Section 2.1.4.


 


“DTC”
shall have the meaning given in Section 3.1.18.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


“Form S-1
Shelf” shall have the meaning given in Section 2.1.1.


 


“Form S-3
Shelf” shall have the meaning given in Section 2.1.1.


 


“Holder Information”
shall have the meaning given in Section 4.1.2.


 


“Holders”
shall have the meaning given in the preamble hereto.


 


“Issuer Filing”
shall have the meaning given in Section 3.1.17.


 


“Joinder”
shall have the meaning given in Section 5.2.


 


“Key Holders”
shall have the meaning given in the preamble hereto.


 


“Letter Agreement”
shall mean that certain letter agreement, dated as of August 3, 2021, by and among the Company, the former directors and officers
of the Company and the Sponsor, as amended.


 


“Lock-up Period”
shall mean the period beginning on the date hereof and ending on: (a) with respect to the AMCI Holders and their respective Permitted
Transferees, the earlier of (i) the date that is 12 months from the date hereof, (ii) such time when the closing price of the
Common Stock shall have equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the date hereof, and (iii) the
date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after
the date hereof that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for
cash, securities or other property, and (b) with respect to the Key Holders and the respective Permitted Transferees of such Key
Holders, the date that is six months from the date hereof.


 


“Maximum Number
of Securities” shall have the meaning given in Section 2.1.5.


 


“Merger Agreement”
shall have the meaning given in the recitals hereto.


 


“Minimum Takedown
Threshold” shall have the meaning given in Section 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be included or incorporated by
reference in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in
the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.


 


“Old LanzaTech”
shall have the meaning given in the recitals hereto.


 


“Old LanzaTech
Agreements” shall have the meaning given in the recitals hereto.


 






    3 


     


    

 


“Original Agreement”
shall have the meaning given in the recitals hereto.


 


“Other Coordinated
Offering” shall have the meaning given in Section 2.4.1.


 


“Permitted Transfer”
shall mean a Transfer of shares of Registrable Securities (a) prior to the expiration of the applicable Lock-up Period, (i) to
any officer, director, general partner, limited partner, shareholder, member, or owner of similar equity interests in a Holder, any Affiliate
of any of the foregoing or any Affiliate of the Holder, (ii) in the case of a Holder who is an individual, by gift to a member of
such individual’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any
natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants
and ascendants (including adopted and step children and parents) of such person and his or her spouse and siblings) or to a trust, the
beneficiary of which is such individual or a member of such individual’s immediate family, or to a charitable organization, (iii) in
the case of a Holder who is an individual, by virtue of laws of descent and distribution upon death of such individual, (iv) in
the case of a Holder who is an individual, pursuant to a qualified domestic relations order, or (v) in connection with the Company’s
liquidation, merger, capital stock exchange, reorganization, tender offer, exchange offer or other similar transaction after the date
hereof which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property; provided, however, that in the case of clauses (i) through (v), the applicable transferee(s) must
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained
in this Agreement; and (b) after the expiration of the applicable Lock-up Period, to any person or entity to whom such Holder is
permitted to transfer its Registrable Securities subject to and in accordance with any applicable agreement among such Holder and/or
its Permitted Transferees and the Company.


 


“Permitted Transferee”
shall mean the applicable transferee of any Registrable Security pursuant to a Permitted Transfer.


 


“Piggyback Registration”
shall have the meaning given in Section 2.2.1.


 


“PIPE Investors”
shall have the meaning given in the recitals hereto.


 


“PIPE Shares”
shall have the meaning given in the recitals hereto.


 


“Private Placement
Warrants” shall mean those 3,500,000 warrants to purchase shares of Common Stock, which warrants were purchased by the
Sponsor from the Company pursuant to that certain Private Placement Warrants Purchase Agreement dated August 3, 2021.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all materials incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) any outstanding shares of Common Stock, Private Placement Warrants and shares of Common Stock
issued or issuable upon the exercise of the Private Placement Warrants, of the Company held by a Holder immediately following the Closing,
or that a Holder has the right to receive pursuant to the Merger Agreement, and (b) any shares of Common Stock issued or issuable
with respect to any securities referenced in clause (a) above by way of a stock dividend or stock split or in connection with a
recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to
any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (i) a
Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities
shall have been otherwise transferred, new certificates for such securities not bearing (or book entry positions not subject to) a legend
restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not
require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities
may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission) (but with no volume or other restrictions or limitations including as to manner or timing of sale); or
(v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities
transaction.


 






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“Registration”
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a Registration Statement, Prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such Registration Statement becoming effective.


 


“Registration
Expenses” shall mean the documented out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(a)            all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.
and any national securities exchange on which the Common Stock is then listed);


 


(b)            fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(c)            printing,
messenger, telephone and delivery expenses;


 


(d)            reasonable
fees and disbursements of counsel for the Company;


 


(e)            reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such
Registration; and


 


(f)            in
an Underwritten Offering or Other Coordinated Offering, reasonable and documented fees and expenses not to exceed $35,000 in the aggregate
for each such Registration, of one legal counsel selected by the majority-in-interest of the Demanding Holders with the approval of the
Company, which approval shall not be unreasonably withheld.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 






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“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may
be.


 


“Shelf Registration”
shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant
to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf Takedown”
shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.


 


“Sponsor”
shall have the meaning given in the preamble hereto.


 


“Subscription
Agreements” shall have the meaning given in the recitals hereto.


 


“Subsequent Shelf
Registration Statement” shall have the meaning given in Section 2.1.2.


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of
any intention to effect any transaction specified in clause (a) or (b).


 


“Transfer Agent”
shall have the meaning given in Section 2.6.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.4.


 


“Warrant Agreement”
shall have the meaning given in Section 5.6.


 


“Withdrawal Notice”
shall have the meaning given in Section 2.1.6.


 






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ARTICLE II


 


REGISTRATIONS AND OFFERINGS


 


Section 2.1       Shelf
Registration.


 


2.1.1          Filing.
Within 30 calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement
for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement
for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible
to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two business
days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such
Shelf declared effective as soon as practicable after the filing thereof, but in any event no later than 60 calendar days after the Closing
Date; provided, that (a) such deadline shall be extended to the 120th calendar day following the Closing Date if the Commission
notifies the Company that it will “review” the Registration Statement and (b) such Shelf shall be declared effective
on the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the
Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the
resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested
by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with
the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously
effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance
with the provisions of the Securities Act, including filing a Subsequent Shelf Registration pursuant to Section 2.1.2,
until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company
shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration Statement)
to a Form S-3 Shelf as soon as practicable after the Company is eligible to use Form S-3. As soon as practicable
following the effective date of a Shelf filed pursuant to this Section 2.1.1, but in any event within one business day of
such date, the Company shall notify the Holders of the effectiveness of such Shelf. The Company’s obligation under this Section 2.1.1,
shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.2          Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly
as is practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable efforts
to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts
to as promptly as is practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending
the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf
Registration Statement”) registering the resale of all Registrable Securities (determined as of two business days prior
to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein.
If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such
Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the
filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as
defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405
promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent
Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable
Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable
Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible
to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. As soon as practicable
following the effective date of a Shelf filed pursuant to this Section 2.1.2, but in any event within one business day of
such date, the Company shall notify the Holders of the effectiveness of such Shelf.


 






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2.1.3          Additional
Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are
not registered for resale on a delayed or continuous basis, the Company, upon written request of a Holder, shall promptly use its commercially
reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then
available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the
same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be
subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable
Securities to be so covered twice per calendar year for each of the AMCI Holders or the Key Holders.


 


2.1.4          Requests
for Underwritten Shelf Takedowns. Subject to Section 3.4, following the expiration of the applicable Lock-Up Period,
at any time and from time to time when an effective Shelf is on file with the Commission, an AMCI Holder or a Key Holder (any of an AMCI
Holder or a Key Holder being in such case, a “Demanding Holder”) may request to sell all or any portion of
its Registrable Securities in an Underwritten Offering that is registered pursuant to such Shelf, including a Block Trade or Other Coordinated
Offering, but only to the extent such Block Trade or Other Coordinated Offering qualifies as an Underwritten Offering (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown
if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with
other Demanding Holders, with an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $80,000,000
(the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written
notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf
Takedown. The initial Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one
or more reputable nationally recognized investment banks), subject to the Company’s prior approval (which shall not be unreasonably
withheld, conditioned or delayed). Promptly (but in any event within 10 days) after receipt of a request for an Underwritten Shelf Takedown,
the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders of Registrable Securities and, subject
to the provisions of Section 2.1.5, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect
to which the Company has received written requests for inclusion therein within five business days after sending such notice to Holders,
or, in the case of a Block Trade or Other Coordinated Offering, as provided in Section 2.4. Notwithstanding anything to the
contrary in this Agreement, the Company may effect any Underwritten Offering pursuant to any then effective Registration Statement, including
on Form S-3, that is then available for such offering.


 


2.1.5          Reduction
of Underwritten Offering. If the managing Underwriter(s) in an Underwritten Shelf Takedown advise the Demanding Holders in writing
that marketing factors require a limitation of the number of shares to be underwritten, then the Demanding Holders shall so advise all
Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities
that may be included in the underwriting (such maximum number of such securities, the “Maximum Number of Securities”)
shall be allocated among all participating Holders thereof, including the Demanding Holders, in proportion (as nearly as practicable)
to the amount of Registrable Securities of the Company owned by each participating Holder; provided, however,
that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities
are first entirely excluded from the underwriting.


 






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2.1.6          Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right
to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that the AMCI Holders or the Key Holders may elect to have the Company continue an Underwritten
Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten
Shelf Takedown by the remaining Holders or any of their respective Permitted Transferees, as applicable. Following the receipt of any
Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in
such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the
Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6.


 


Section 2.2       Piggyback
Registration.


 


2.2.1          Piggyback
Rights. Subject to Section 2.4.3, following the expiration of the applicable Lock-Up Period, if the Company
or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities
Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders
of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a
Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option
or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders,
(iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145
under the Securities Act or any successor rule thereto), (iv) for an offering solely of debt that is convertible into equity
securities of the Company, (v) for a dividend reinvestment plan, or (vi) for an Other Coordinated Offering, then the Company
shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less
than five business days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering
pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for marketing such
offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all
of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities
as such Holders may request in writing within two days after receipt of such written notice (such registered offering, a “Piggyback
Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing
Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to
this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company
included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration
shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the Company.


 






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2.2.2          Reduction
of Piggyback Registration. If the total amount of securities, including Registrable Securities, requested by holders of Registrable
Securities to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine
in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering
only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will
not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling security holders
according to the total amount of securities entitled to be included therein owned by each selling security holder or in such other proportions
as shall mutually be agreed to by such selling security holders). For purposes of the preceding parenthetical concerning apportionment,
for any selling security holder which is a holder of Registrable Securities and which is a partnership or corporation, the partners,
retired partners and holders of capital stock of such holder, or the estates and family members of any such partners and retired partners
and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling security holder,”
and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate amount
of shares carrying registration rights owned by all entities and individuals included in such “selling security holder,”
as defined in this sentence.


 


2.2.3          Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten
Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw all or
any portion of its Registrable Securities from a Piggyback Registration for any or no reason whatsoever upon written notification to
the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such
Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback
Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the applicable “red herring”
prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether
on its own good faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written
contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration
(which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding
anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.


 


2.2.4          Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected
pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4 hereof.


 






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Section 2.3       Market
Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated
Offering), if requested by the managing Underwriters, each Holder participating in such Underwritten Offering that is an executive officer,
director or Holder holding in excess of 5% of the outstanding Common Stock agrees that it shall not Transfer any shares of Common Stock
or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior
written consent of the Company, during such time period after the pricing of such offering (not to exceed 90 days) as the Company
and the managing Underwriters may agree, except as expressly permitted by such lock-up agreement or in the event the managing
Underwriters otherwise agree by written consent. Each such Holder agrees to execute a customary lock-up agreement in favor
of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).


 


Section 2.4       Block
Trades; Other Coordinated Offerings.


 


2.4.1          Notwithstanding
any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an
effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten block trade or similar
transaction or other transaction with a two-day or less marketing period (a “Block Trade”) or (b) an “at
the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal,
(an “Other Coordinated Offering”), in each case, either (x) with an anticipated aggregate offering price
of at least $100,000,000 or (y) of all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder
only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five business days prior to the day such offering
is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade
or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities
wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company
and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the
registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.


 


2.4.2          Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated
Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers,
sale agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.4.2.


 


2.4.3          Notwithstanding
anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated
by a Demanding Holder pursuant to this Agreement.


 






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2.4.4          The
Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sale
agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more
reputable nationally recognized investment banks).


 


Section 2.5       Lock-up.


 


2.5.1          Each
(a) Key Holder that holds at least 3% of the capital stock of the Company immediately following the Closing Date, (b) Key Holder
that becomes a holder of at least 3% of the capital stock of the Company at any point during the applicable Lock-up Period, (c) AMCI
Holder, and (d) Permitted Transferee of any Holder specified in (a) through (c) agrees not to Transfer, in whole or in
part, the Registrable Securities, whether any such transaction is to be settled by delivery of Registrable Securities or other securities,
in cash or otherwise, during the Lock-up Period applicable to such Holder; provided, however, that the foregoing restrictions
shall not apply to any PIPE Shares purchased by a Holder pursuant to a Subscription Agreement. Notwithstanding the foregoing, during
the applicable Lock-up Period, a Holder may Transfer its Registrable Securities to any of its Permitted Transferees; provided
that such Permitted Transferee shall enter into a written agreement, in substantially the form of this Agreement (it being understood
that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the
immediate family of the original Holder and not to the immediate family of the transferee), agreeing to be bound by these Transfer restrictions.


 


2.5.2          Each
Holder shall execute such agreements as may be reasonably requested by the Company that are consistent with Section 2.5.1
or that are necessary to give further effect thereto.


 


2.5.3          If
any Transfer prohibited by Section 2.5.1 is made or attempted contrary to the provisions of this Agreement, such purported
Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Registrable
Securities as one of its equity holders for any purpose. In order to enforce this Section 2.5.3, the Company may impose stop-transfer
instructions with respect to the Registrable Securities of any Holder (and its permitted assigns, including Permitted Transferees) until
the end of the applicable Lock-up Period.


 


2.5.4          For
the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company with respect to the Registrable Securities
during the Lock-up Period applicable to such Holder, including the right to vote any Registrable Securities that are entitled to vote.


 


2.5.5          The
lock-up provisions in Section 7(a) of the Letter Agreement shall terminate and be of no further force or effect upon the effectiveness
of this Agreement; provided, for the avoidance of doubt, that the lock-up provisions in Section 7(b) of the Letter Agreement
shall continue to apply in accordance with their own terms.


 






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Section 2.6       Legends.
In connection with any sale or other disposition of the Registrable Securities by a Holder pursuant to Rule 144 promulgated under
the Securities Act (or any successor rule promulgated thereafter by the Commission) and upon compliance by the Holder with the requirements
of this Section 2.6, if requested by the Holder, the Company shall cause the transfer agent for the Registrable Securities
(the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Registrable
Securities and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within two trading
days of any such request therefor from the Holder; provided that the Company and the Transfer Agent have timely received
from the Holder customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection
therewith. Subject to receipt from the Holder 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, the Holder may request that the Company remove any
legend from the book entry position evidencing its Registrable Securities and the Company will, if required by the Transfer Agent, use
its commercially reasonable efforts to cause an opinion of the Company’s counsel to be provided 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, following the earliest of such time as such Registrable Securities (i) are subject to or have been or are about to be sold
pursuant to an effective Registration Statement or (ii) have been or are about to be sold pursuant to Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission). If restrictive legends are no longer
required for such Registrable Securities pursuant to the foregoing, the Company shall, in accordance with the provisions of this Section 2.6 and
within two trading days of any request therefor from the Holder 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 shares. The Company shall be
responsible for the fees of its Transfer Agent, its legal counsel and all fees of DTC associated with such issuance.


 


ARTICLE III


 


COMPANY PROCEDURES


 


Section 3.1       General
Procedures. If the Company is required to effect the Registration of Registrable Securities, the Company shall use its commercially
reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan
of distribution thereof, and pursuant thereto the Company shall:


 


3.1.1          prepare
and file with the Commission, as soon as reasonably practicable, a Registration Statement with respect to such Registrable Securities
and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective, or file a
Subsequent Shelf Registration Statement, until all Registrable Securities covered by such Registration Statement have ceased to be Registrable
Securities;


 


3.1.2          prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by any Holder or as may be required by the rules, regulations or instructions applicable to
the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended
plan of distribution set forth in such Registration Statement or supplement to the Prospectus and either (i) any underwriter overallotment
option has terminated by its terms or (ii) the underwriters have advised the Company that they will not exercise such option or
any remaining portion thereof;


 






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3.1.3          prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such
Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 


3.1.4          prior
to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as any Holder of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from registration
or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities
included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5          use
commercially reasonable efforts to cause all such Registrable Securities to be listed on each national securities exchange on which similar
securities issued by the Company are then listed;


 


3.1.6          provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date
of such Registration Statement;


 


3.1.7          advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 






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3.1.8          at
least two days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement (except for supplements
containing Exchange Act reports of the Company filed with respect to a Registration Statement or Prospectus for which forward incorporation
by reference is unavailable) to such Registration Statement or Prospectus (or such shorter period of time as may be (a) necessary
in order to comply with the Securities Act, the Exchange Act, and the rules and regulations promulgated under the Securities Act
or Exchange Act, as applicable or (b) advisable in order to reduce the number of days that sales are suspended pursuant to Section 3.4),
furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made
under the Exchange Act that is to be incorporated by reference therein);


 


3.1.9          notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act;


 


3.1.10         in
accordance with Section 3.4, notify the Holders of the happening of any event as a result of which the Prospectus included
in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;


 


3.1.11        in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent
pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions facilitating
such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney,
consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection
with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree
to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any
such information;


 


3.1.12        obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration
(subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily
covered by “cold comfort” letters as the managing Underwriter or the broker, placement agent or sales agent of such offering
or sale may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.13        in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent
pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an
opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders,
the broker, placement agents or sales agent, if any and the Underwriters, if any, covering such legal matters with respect to the Registration
in respect of which such opinion is being given as the participating Holders, broker, placement agent, sales agent or Underwriter may
reasonably request and as are customarily included in such opinions and negative assurance letters;


 






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3.1.14         in
the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent
pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in
usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;


 


3.1.15         make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then
in effect), and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under
the Exchange Act and otherwise complies with Rule 158 under the Securities Act;


 


3.1.16        with
respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available
senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by
the Underwriter in such Underwritten Offering;


 


3.1.17         if
applicable, promptly effect a filing with FINRA pursuant to FINRA Rule 5110 (or successor thereto) with respect to the public offering
contemplated by resales of securities under a Registration Statement (an “Issuer Filing”), pay the filing fee
required by such Issuer Filing and use its commercially reasonable efforts to complete the Issuer Filing until FINRA issues a letter
confirming that it does not object to the terms of the offering contemplated by a Registration Statement;


 


3.1.18         for
so long as this Agreement remains effective, use commercially reasonable efforts to (a) cause the Common Stock to be eligible for
clearing through The Depository Trust Company (“DTC”), through its Deposit/Withdrawal At Custodian (DWAC) system;
(b) be eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock; (c) ensure
that the transfer agent for the Common Stock is a participant in, and that the Common Stock is eligible for transfer pursuant to, DTC’s
Fast Automated Securities Transfer Program (or successor thereto); and (d) facilitate the timely crediting of the Registrable Securities
that have been offered and sold pursuant to a Registration Statement to the applicable account with DTC through its DWAC system as the
Holder of such Registrable Securities or the Underwriter, if any, may reasonably request; and


 


3.1.19        otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders,
consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Underwriter
or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.


 


Section 3.2       Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all fees and expenses of any legal counsel representing the Holders.


 






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Section 3.3       Requirements
for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not timely
provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the
applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary
to effect the Registration and such Holder continues thereafter to withhold such information. No person or entity may participate in
any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company
hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided
in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) timely completes and executes
all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other
customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements.
The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration
of the other Registrable Securities to be included in such Registration.


 


Section 3.4       Suspension
of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1          Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall
forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as
soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus
may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any
time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement
of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (c) in the good faith
judgment of the Chief Executive Officer or principal financial officer, such Registration would be seriously detrimental to the Company
and its holders of capital stock and it is therefore essential to defer such filing, initial effectiveness or continued use at such time,
the Company shall have the right, upon giving prompt written notice of such action to the Holders (which notice shall not specify the
nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration
Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the
Company exercises its rights under this Section 3.4.1, the Holders agree to suspend, immediately upon their receipt
of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell
Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities
may be resumed, and in each case maintain the confidentiality of such notice and its contents.


 


3.4.2          During
the period starting with the date 90 days prior to the Company’s good faith estimate of the date of the filing of, and ending
on a date 90 days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively
employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement,
or if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and Holders
are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice
of such action to the Holders, delay any other registered offering pursuant to Sections 2.1.4 or 2.4.


 






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3.4.3          Notwithstanding
the foregoing, the Company shall not delay the filing or initial effectiveness of, or suspend use of, a Registration Statement or registered
offering pursuant to this Agreement on more than three occasions, for more than 60 consecutive calendar days, or more than
90 total calendar days, in each case during any 12-month period.


 


Section 3.5       Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or
15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that
any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System
shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further
covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to
enable such Holder to sell Registrable Securities held by such Holder without registration under the Securities Act within the limitation
of the exemptions provided by Section 4(a)(1) of the Securities Act or Rule 144 promulgated under the Securities Act (or
any successor rule then in effect). The Company further covenants that upon the request of any Holder, the Company shall (a) deliver
to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements and (b) (i) authorize
the Company’s transfer agent to remove any legend or any similar restriction in book entry positions of such Holder’s Registrable
Securities if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement
with the Company to which such Holder is a party, including if such Registrable Securities subject to such a restriction have been sold
pursuant to a Registration Statement, (ii) request the Company’s transfer agent to update the applicable book entry position
of such Holder so that it no longer is subject to such a restriction, and (iii) use commercially reasonable efforts to cooperate
with such Holder to have such Holder’s Registrable Securities transferred into a book entry position at DTC, subject to delivery
of customary documentation, including any documentation required by such restrictive legend or book entry notation.


 


ARTICLE IV


 


INDEMNIFICATION AND CONTRIBUTION


 


Section 4.1       Indemnification.


 


4.1.1          The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities
and reasonable out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) caused by any Misstatement
or alleged Misstatement, in each case in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or
supplement thereto, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such
Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person or entity
who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing sentence with
respect to the indemnification of the Holder.


 






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4.1.2          In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish (or
cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection
with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted
by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls the Company (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses
(including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any Misstatement or alleged Misstatement,
in each case in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, but
only to the extent that such Misstatement is contained in (or not contained in, in the case of an omission) any information or affidavit
so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation
to indemnify pursuant to the foregoing sentence shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of
the Securities Act) to the same extent as provided in the foregoing sentence with respect to indemnification of the Company.


 


4.1.3          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 materially 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). 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) or which settlement includes a statement or admission of fault and culpability on the part
of such indemnified party or which settlement does not 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.


 






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4.1.4          The
indemnification provided for under this 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 Registrable Securities by a Holder. The Company and each Holder of Registrable Securities participating in an offering
also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event
the Company’s or such Holder’s indemnification is unavailable for any reason.


 


4.1.5          If
the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket 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 out-of-pocket 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. 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 Misstatement 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), 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; provided, however,
that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by
such Holder in such offering giving rise to such liability. 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 Sections 4.1.1, 4.1.2
and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with
any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were
determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred
to in this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not
guilty of such fraudulent misrepresentation.


 


ARTICLE V


 


MISCELLANEOUS


 


Section 5.1       Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery or electronic mail. Each notice or
communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent,
and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices
delivered by courier service, hand delivery, or electronic mail, at such time as it is delivered to the addressee (with the delivery
receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication
under this Agreement must be addressed, if to the Company, to: 8045 Lamon Avenue, Suite 400, Skokie, IL 60077, Attention: General
Counsel, Email: legalteam@lanzatech.com; and, if to any Holder, at such Holder’s address or contact information as set forth in
the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice
to the other parties hereto, and such change of address shall become effective 30 days after delivery of such notice as provided in this
Section 5.1.


 






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Section 5.2       Assignment;
No Third Party Beneficiaries.


 


5.2.1          This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


5.2.2          No
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in
connection with a Transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees
to become bound by the transfer restrictions set forth in this Agreement by executing a joinder to this Agreement in the form of Exhibit A
attached hereto (a “Joinder”), it being understood that, in the event of any Transfer of Registrable
Securities effected pursuant to clause (ii) of Section 2.5.1, no Transferee thereunder shall be deemed to be
an assignee hereunder or otherwise subject to any rights or obligations hereunder.


 


5.2.3          This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees (but not, for the avoidance of doubt, any Transferees
pursuant to clause (ii) of Section 2.5.1).


 


5.2.4          This
Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2.


 


5.2.5          No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 and
(ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by a Joinder). Any transfer or assignment made other than as provided in this Section 5.2 shall
be null and void.


 


Section 5.3       Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


Section 5.4       Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT (A) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OF CONFLICT
OF LAWS (WHETHER OF THE STATE OF NEW YORK OR OF ANY OTHER JURISDICTION) TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT
THE APPLICATION OF LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK AND (B) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO
THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 






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Section 5.5       Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority-in-interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be
waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder
of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any
failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a
waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement
by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


Section 5.6       Other
Registration Rights. Other than (i) the PIPE Investors who have registration rights with respect to their PIPE Shares pursuant
to their respective Subscription Agreements and (ii) as provided in the Warrant Agreement, dated as of August 3, 2021, between
the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), the Company
represents and warrants that no person or entity, other than a Holder of Registrable Securities pursuant hereto, has any right to require
the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement
filed by the Company for the sale of securities for its own account or for the account of any other person or entity. The registration
rights granted under this Agreement shall supersede any registration, qualification or similar rights of the Holders with respect to
any shares or securities of the Company or Old LanzaTech granted under any other agreement, and any of such preexisting registration,
qualification or similar rights and such agreements shall be terminated and of no further force and effect (with the exception of, for
the avoidance of doubt, the Subscription Agreements and the Warrant Agreement, which remain in full force and effect).


 


Section 5.7       Term.
This Agreement shall terminate on the earlier of (a) the 10th anniversary of the date of this Agreement or (b) with respect
to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall
survive any termination.


 


Section 5.8       Holder
Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities
held by such Holder in order for the Company to make determinations hereunder.


 


Section 5.9       Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under
the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of
this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in
such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 






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Section 5.10       Entire
Agreement; Termination of Original Agreement and Old LanzaTech Agreements. This Agreement constitutes the full and entire agreement
and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter. Effective as of the date hereof, the Original Agreement and the Old LanzaTech Agreements shall no longer
be of any force or effect.


 


Section 5.11       Adjustments.
If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or reclassification,
or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made
in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue
with respect to the Registrable Securities as so changed.


 


[Signature Pages Follow]


 






    23 


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	LANZATECH GLOBAL, INC.
	 	 
	 	By:	      
	 	Name:
	 	Title:




 


[Signature Page to Registration Rights
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be executed as of the date first written above.


 





	 	OLD LANZATECH:
	 	 
	 	[LANZATECH NZ, INC.]
	 	 
	 	By:	      
	 	Name:
	 	Title:


 


[Signature Page to Registration Rights
Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed as of the date first written above.


 





	 	HOLDERS:
	 	 
	 	AMCI
    SPONSOR II LLC
	 	 
	 	By:	                                   
	 	Name:	Nimesh
    Patel
	 	Title:	Sole
    Managing Member
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	AMCI
Group, LLC Series 35
	 	 
	 	By:	 
	 	Name:	Hans
    Mende
	 	Title:	Authorized
    Signatory
	 	 	 
	 	[TO
    INSERT ADDITIONAL SIGNATURE BLOCKS FOR KEY HOLDERS]


 


[Signature Page to Registration Rights
Agreement]


 






    


     


    

 


SCHEDULE 1


 


AMCI Holders





 






    


     


    

 


SCHEDULE 2


 


Key Holders


 






    


     


    

 


Exhibit A


 


JOINDER


 


The undersigned is executing
and delivering this joinder (this “Joinder”) pursuant to the Registration Rights Agreement, dated as of [•],
2022 (as the same may hereafter be amended, the “Registration Rights Agreement”), among LanzaTech Global, Inc.,
a Delaware corporation (the “Company”), and the other persons or entities named as parties therein. Capitalized
terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.


 


By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities
in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s
shares of Common Stock or rights to acquire Common Stock shall be included as Registrable Securities under the Registration Rights Agreement
to the extent provided therein.


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the __________ day of __________, 20__.


 


	 	Signature of Stockholder
	 	 
	 	Print Name of Stockholder
	 	 
	 	Its:	       
	 	 
	 	Address:	 




 


Agreed and Accepted as of ____________, 20__
[________]


 
	By:	 	 
	Name:	 	 
	Its: