Exhibit 10.3


 


Execution Version


 


AMENDMENT AND CONSENT


 


This Amendment and Consent (this “Amendment
and Consent”) is entered into on _______________, 2022, by and between AMCI Acquisition Corp. II, a Delaware corporation (the
 “Company”), and the undersigned subscriber (“Subscriber”).


 


WHEREAS, the Company and Subscriber entered into
that certain Subscription Agreement, dated as of October 18, 2022 (the “Subscription Agreement”), pursuant to which
Subscriber agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to Subscriber, 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 thereto (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”);


 


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, the Company desires to amend the Merger
Agreement in the form attached hereto as Annex A (the “Merger Agreement Amendment”) and, pursuant to Section
2(e) of the Subscription Agreement, the consent of Subscriber in writing is required in order to amend certain provisions of the Merger
Agreement; and


 


WHEREAS, the Company and Subscriber desire to
amend the Subscription Agreement in order to align its terms with the proposed amendment to the Merger Agreement.


 


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 Company and Subscriber hereto hereby agree as follows:


 


1.                  
Capitalized terms used in this Amendment and Consent but not otherwise defined herein have the meanings ascribed thereto in the
Subscription Agreement.


 


2.                  
Subscriber hereby consents, for all purposes under the Subscription Agreement, to the Merger Agreement Amendment, in the form attached
hereto as Annex A.


 


3.                  
Effective as of the effective date of the Merger Agreement Amendment, the first recital of the Subscription Agreement shall be
amended to include the words “as amended, amended and restated or supplemented from time to time” immediately before the words
 “the ‘Merger Agreement’”.


 


4.                  
Effective as of the effective date of the Merger Agreement Amendment, Section 6 of the Subscription Agreement shall be amended
to replace “December 7, 2022” with “February 28, 2023”.


 


5.                  
Except as expressly amended hereby, the Subscription Agreement shall not be amended, modified or affected by this Amendment and
Consent, and the Subscription Agreement, and the rights and obligations of the Company and Subscriber thereunder, shall remain in full
force and effect in all respects.


 






     


     


    

 


6.                   In
the event of any conflict between the terms of this Amendment and Consent and the terms of the Subscription Agreement, the terms of
this Amendment and Consent shall prevail. Upon the effectiveness of this Amendment and Consent, each reference in the Subscription
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like
import shall mean and be a reference to the Subscription Agreement as amended hereby, and each reference to the Subscription
Agreement in any other document, instrument or agreement executed or delivered in connection with the Subscription Agreement shall
mean and be a reference to the Subscription Agreement as amended hereby.


 


7.                  
This Amendment and Consent 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 laws of any other state.


 


8.                  
Any Action based upon, arising out of or related to this Amendment and Consent shall be finally resolved pursuant to Sections 8(p)-(q)
of the Subscription Agreement, which are hereby incorporated by reference and shall apply to this Amendment and Consent as if set forth
herein in their entirety, mutatis mutandis.


 


9.                  
This Amendment and Consent 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.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the Company and Subscriber
have caused this Amendment and Consent to be duly executed as of the date first written above.


 


	 	AMCI ACQUISITION CORP. II
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 



 


	SUBSCRIBER	 
	 	 
	Name of Subscriber:	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 







 


[Signature Page to Amendment and Consent]