Exhibit 10.36


 


INDEMNITY AGREEMENT


 


This INDEMNITY AGREEMENT (this
 “Agreement”) is made as of ________, 2023, by and between LanzaTech Global, Inc., a Delaware corporation (the
 “Company”), and ________ (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent
persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of
their service to and activities on behalf of such corporations;


 


WHEREAS, the board
of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities;


 


WHEREAS, directors,
officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself;


 


WHEREAS, the Second
Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”)
of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification
pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”);


 


WHEREAS, the Charter,
Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification,
hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so protected against liabilities;


 


WHEREAS, this Agreement
is a supplement to and in furtherance of the Charter and Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 






    
 


     


    

 





WHEREAS, Indemnitee
may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf
of the Company on the condition that Indemnitee be so indemnified.


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


1.                 
SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any
other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders
Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force
and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company,
in each case as provided in Section 18. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue
Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties,
if any.


 


2.                 
DEFINITIONS. As used in this Agreement:


 


(a)              
“agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a
director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture,
trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the
Company.


 


(b)              
“Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth
in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.


 


(c)              
“Change in Control” shall mean the earliest to occur after the date of this Agreement of any of the following
events:


 


(i)                
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities
entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s
securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote
generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition
would not constitute a Change in Control under clause (iii) of this definition;


 


(ii)              Change
in Board of Directors. During any period of three consecutive years, not including any period prior to the execution of this
Agreement, individuals who at the beginning of such period constitute the Board, and any new directors whose election by the Board
or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then
still in office who were directors on the date hereof or whose election for nomination for election was previously so approved
(collectively, the “Continuing Directors”), cease for any reason to constitute a majority of the members
of the Board;


 






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(iii)           
Corporate Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the Beneficial
Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to
vote generally in the election of directors resulting from such Business Combination (including a corporation that as a result of such
transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries)
in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to
vote generally in the election of directors; or


 


(iv)            
Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or
series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than
factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the
Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions).


 


(d)              
“Corporate Status” shall mean the status of a person who is or was a director, officer, trustee, general
partner, manager, managing member, supervisor, fiduciary, employee or agent of the Company or of any other Enterprise which such person
is or was serving at the request of the Company.


 


(e)              
“Delaware Court” shall mean the Court of Chancery of the State of Delaware.


 


(f)               
“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding
in respect of which indemnification is sought by Indemnitee.


 


(g)              
“Enterprise” shall mean the Company and any other corporation, constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is
a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is
or was serving at the request of the Company as a director, officer, trustee, manager, general partner, managing member, supervisor, fiduciary,
employee or agent.


 


(h)              
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(i)                 “Expenses”
shall be broadly construed and shall mean all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees,
travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or
expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a
witness in, settlement or appeal of, or otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred in
connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and
other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.
 “Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.


 






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(j)                
“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in
matters of corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement,
or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any
person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(k)              
“Liabilities” shall include, without limitation, judgments, damages, deficiencies, liabilities, losses,
penalties, excise taxes, fines, assessments and amounts paid in settlement, including any interest and any federal, state, local or foreign
taxes imposed as a result of the actual or deemed receipt of any payment under this Agreement.


 


(l)                
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect
on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any
Subsidiaries of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of any corporation
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary
of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company.


 


(m)             “Proceeding”
shall be broadly construed and shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional
tort claims), criminal, administrative or investigative or related nature, and whether formal or informal in any case, in which
Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or
officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on
Indemnitee’s part while acting as a director, officer, trustee, general partner, manager, managing member, supervisor,
fiduciary, employee or agent of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, trustee, general partner, manager, managing member, supervisor, fiduciary, employee or agent of any
other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which
indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.


 


(n)              
“serving at the request of the Company” shall mean any service as a director, officer, employee, agent
or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with
respect to an employee benefit plan, its participants or beneficiaries, and if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be
deemed to have acted in a manner “not opposed to the best interests of the relevant Enterprise” as referred
to in this Agreement.


 


(o)              
“Subsidiary” with respect to any Person shall mean any corporation, limited liability company, partnership,
joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned,
directly or indirectly, by that Person.


 






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3.                 
INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold
harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made,
a party in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s
Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses and Liabilities
(including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities)
actually, and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the relevant Enterprise and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s
conduct was unlawful.


 


4.                 
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company
shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or
is threatened to be made, a party in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of
Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the relevant Enterprise. No indemnification, hold harmless or exoneration for Expenses shall be made under this
Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to
the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification, to be held harmless or to exoneration.


 


5.                  INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement, to the
extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is
successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part,
the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all
Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each
successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to
the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably
incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For
purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6.                 
INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party
or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and
exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 






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7.                 
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5, the
Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a
party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment
in its favor) against all Expenses and Liabilities, judgments (including all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses and Liabilities) actually and reasonably incurred by Indemnitee in connection with the
Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s
conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not
in good faith or that involves intentional misconduct or a knowing violation of the law.


 


8.                  INDEMNITOR
OF FIRST RESORT. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of
Expenses and/or insurance provided by [●] (the “Third-party Indemnitor[s]”). The Company hereby
agrees (i) that it is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is provided
under this Agreement (i.e., its obligations to an Indemnitee under this Agreement, the Charter, the Bylaws, applicable law or
otherwise are primary and any obligation of [the][any] Third-party Indemnitor[s] to advance Expenses or to provide indemnification
for the same Expenses or Liabilities incurred by such Indemnitee are secondary), (ii) that it shall be required to advance the full
amount of Expenses incurred by an Indemnitee and shall be liable for the full amount of all Expenses and Liabilities to the extent
legally permitted and as required by the terms of this Agreement (or any other agreement between the Company and the Indemnitee),
without regard to any rights an Indemnitee may have against [the][any] Third-party Indemnitor[s], and (iii) that it irrevocably
waives, relinquishes and releases the Third-party Indemnitor[s] from any and all claims which it has or may have against [the][any]
Third-party Indemnitor[s] for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further
agrees that no advancement or payment by [the][any] Third-party Indemnitor[s] on behalf of an Indemnitee with respect to any claim
for which such Indemnitee has sought indemnification from the Third-party Indemnitor[s] shall affect the foregoing and the
Third-party Indemnitor[s] shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such
Indemnitee against the Company. The Company and each Indemnitee agree that the Third-party Indemnitor[s] [is an express third party
beneficiary][are express third party beneficiaries] of this Section 8.1


 


9.                 
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


(a)              
To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided
for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying,
holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Liabilities
and/or Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby
waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


(b)              
The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(c)              
The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution that may
be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 


10.             
EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make
any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


(a)              
for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement
provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other
indemnity or advancement provision or otherwise, it being understood that Indemnitee shall seek payments or advances from the Company
only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee, provided,
that the foregoing shall not affect the rights of Indemnitee or the Third-party Indemnitor[s] set forth in Section 8 above;


 





 






1
Third-party Indemnitor language to be included only where applicable.


 






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(b)              
 for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common
law; or


 


(c)              
except as otherwise provided in Sections 15(f)-(g), prior to a Change in Control, in connection with any Proceeding (or any part
of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the
Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any
Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole
discretion, pursuant to the powers vested in the Company under applicable law.


 


11.             
ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


(a)              
Notwithstanding any provision of this Agreement to the contrary and to the fullest extent not prohibited by applicable law, the
Company shall pay the Expenses incurred by Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the
Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances
shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law,
be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable
Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance
of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee,
to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless
or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise. This Section
11(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant
to Section 10.


 


(b)              
The Company will be entitled to participate in the Proceeding at its own expense.


 


(c)              
The Company shall not settle any action, claim or Proceeding (in whole or in part) that would impose any Expense or Liability on
Indemnitee without Indemnitee’s prior written consent.


 


12.             
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a)               Indemnitee
shall promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding, claim, issue or matter therein that may be subject to indemnification,
hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the
Company shall not relieve the Company of any obligation that it may have to Indemnitee under this Agreement, or otherwise, except to
the extent that the Company shall have been materially prejudiced by such failure to notify.


 






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(b)              
Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with
this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her
sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification
shall be determined according to Section 13(a).


 


13.             
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


(a)              
Upon written request by Indemnitee for indemnification pursuant to Section 12(b), a determination, if required by applicable law,
with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods:
(i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the
Board, (y) by a committee of Disinterested Directors, even though less than a quorum of the Board, or (z) if there are no Disinterested
Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall
be delivered to Indemnitee; or (ii) if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy
of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that
Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been
denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30)
days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with
respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance
request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available
to Indemnitee and reasonably necessary to such determination. Any costs or Expenses incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


(b)               In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 13(a), the
Independent Counsel shall be selected as provided in this Section 13(b). If a Change in Control shall not have occurred, the
Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of
the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2. If a Change in Control shall have occurred, the Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the
preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the
Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days
after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a
written objection to such selection; provided, however, that such objection may be asserted only on the ground that
the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2, and
the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the
person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel
so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction
has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request
for indemnification pursuant to Section 12(b), no Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition the Delaware Court for resolution of any objection that shall have been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person
selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall
act as Independent Counsel under Section 13(a). Upon the due commencement of any judicial proceeding or arbitration pursuant to
Section 15(a), Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).


 






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(c)              
The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such
Independent Counsel against any and all Expenses and Liabilities arising out of or relating to this Agreement or its engagement pursuant
hereto.


 


14.             
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a)              
In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 12(b), and the Company shall have the burden of proof to overcome that presumption in connection with the making
by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the
Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b)               If
the person, persons or entity empowered or selected under Section 13 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within thirty (30) days after the later of (i) receipt by the Company of the request therefor
and (ii) if Independent Counsel is selected within fifteen (15) days of the request, the selection of an Independent Counsel. If
such determination is to be made by Independent Counsel, the requisite determination of entitlement to indemnification shall, to the
fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or (B) a final judicial determination that any or all
such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be
extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or
evaluating of documentation and/or information relating thereto. Notwithstanding anything in this Agreement to the contrary, no
determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the
final disposition of any claim or Proceeding.


 


(c)              
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner that
Indemnitee reasonably believed to be in or not opposed to the best interests of the relevant Enterprise or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(d)              
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors, trustees, general partners, managers or managing members of the Enterprise in the course of their duties, or on the
advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or
managing member of the Enterprise, or on information or records given or reports made to the Enterprise, its Board, any committee of the
Board or any director, trustee, general partner, manager or managing member of the Enterprise, by an independent certified public accountant
or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general
partner, manager or managing member. The provisions of this Section 14(d) shall not be deemed to be exclusive or to limit in any way the
other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.


 


(e)              
The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, supervisor,
fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 






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15.             
REMEDIES OF INDEMNITEE.


 


(a)               Subject
to the last sentence of Section 14(b), in the event that (i) a determination is made pursuant to Section 13 that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law,
is not timely made pursuant to Section 11, (iii) no determination of entitlement to indemnification shall have been made pursuant to
Section 13(a) within sixty (60) days after the later of receipt by the Company of the request for indemnification or the final
disposition of the Proceeding, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of
Section 13(a) within thirty (30) days after receipt by the Company of a written request therefor, (v) a contribution payment is not
made in a timely manner pursuant to Section 9, (vi) payment of indemnification pursuant to Section 3 or 4 is not made within thirty
(30) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee
pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement,
Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration,
contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be
conducted by a single arbitrator under the Rules of Comprehensive Arbitration before the Judicial Arbitration and Mediation Service.
Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such
arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)              
In the event that a determination shall have been made pursuant to Section 13(a) that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 15 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.


 


(c)              
In any judicial proceeding or arbitration commenced pursuant to this Section 15, Indemnitee shall be presumed to be entitled to
be indemnified, held harmless, and exonerated and to receive advancement of Expenses under this Agreement and the Company shall have the
burden of proving Indemnitee is not entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses,
as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 13(a) adverse to
Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 15, Indemnitee shall
not be required to reimburse the Company for any advances pursuant to Section 11 until a final determination is made with respect to Indemnitee’s
entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


(d)              
If a determination shall have been made pursuant to Section 13(a) that Indemnitee is entitled to indemnification, the Company shall
be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 15, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(e)              
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 15 that
the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this Agreement.


 






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(f)                The
Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested
by Indemnitee, shall (within thirty (30) days after the Company’s receipt of such written request) pay to Indemnitee, to the
fullest extent permitted by applicable law, such Expenses that are incurred by Indemnitee in connection with any judicial proceeding
or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or
any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter or the
Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the
benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such
indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless
such judicial proceeding or arbitration was not brought by Indemnitee in good faith); provided that Indemnitee shall be
required to repay any such recovered amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be
indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws, applicable
law or otherwise.


 


(g)              
Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts that the Company indemnifies,
holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing
with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement
of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.


 


16.             
SECURITY. Notwithstanding anything herein to the contrary to the extent requested by Indemnitee and approved by the Board,
the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through
an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked
or released without the prior written consent of Indemnitee.


 


17.             
NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.


 


(a)              
The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may
at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors,
or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or
claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate
Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision,
permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under
the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other right or remedy.


 


(b)               The
DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other
arrangements including providing a trust fund, letter of credit, or surety bond (“Indemnification
Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf
of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s
status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions
of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such
Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under
this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee
shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such
Indemnification Arrangement.


 






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(c)              
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
trustees, partners, managers, managing members, supervisors, fiduciaries, employees, or agents of the Company or of any other Enterprise
that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member,
supervisor, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of
a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures
set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.


 


(d)              
In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(e)              
The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was
serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, supervisor, fiduciary, employee
or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or
exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary,
Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement.


 


18.              DURATION
OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves
as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, supervisor,
fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise
that Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any
possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 15) by
reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or
expense is incurred for which indemnification or advancement can be provided under this Agreement.


 


19.             
SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion
of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to
the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent
manifested thereby.


 






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20.             
ENFORCEMENT AND BINDING EFFECT.


 


(a)              
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as a director, officer or key employee of the Company.


 


(b)              
Without limiting any of the rights of Indemnitee under the Charter or Bylaws as they may be amended from time to time, this Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


(c)              
The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement
shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee,
general partner, manager, managing member, supervisor, fiduciary, employee or agent of any other Enterprise at the Company’s request,
and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and
other legal representatives.


 


(d)               The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.


 


(e)              
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties
hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive
relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive
relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may
be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such
specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions,
without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a
waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement
of such a bond or undertaking to the fullest extent permitted by law.


 


21.             
MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing
by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


22.             
NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed
to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have
been directed on such delivery, (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after
the date on which it is so mailed or (iii) when delivered by email (provided that, if receipt has not been confirmed within 24
hours of such email delivery (excluding any automated reply, such as an out-of-office notification) then a copy shall be dispatched in
the manner described in the preceding clauses (i) or (ii) no later than 48 hours after such delivery by email.


 






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(a)              
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide
in writing to the Company.


 


(b)              
If to the Company, to:


 


LanzaTech Global, Inc.


8045 Lamon Avenue, Suite
400


Skokie, IL 60077


Attn: Mark Burton


Email: [***]


 


with a copy, which shall
not constitute notice, to:


 


Covington & Burling
LLP





3000 El Camino Real


5 Palo Alto Square, 10th
Floor


Palo Alto, CA 94306


Attention: Scott A. Anthony


Email: [***]


 


or to any other address as
may have been furnished to Indemnitee in writing by the Company.


 


23.             
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by,
and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 15(a), to the fullest extent permitted by law, the Company
and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this
Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any
court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding
arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in
the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware
Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent
permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding
in the manner provided by Section 22 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.


 


24.             
IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the
party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 






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25.             
MISCELLANEOUS. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof. Unless the context of this Agreement otherwise requires, (a)
words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number,
respectively, (c) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar
words refer to this entire Agreement and not any particular Section or provision hereof, (d) the term “Section” refers to
the specified Section of this Agreement, (e) the word “include,” “includes” or “including” shall be
deemed to be followed by the phrase “without limitation,” (f) the words “or” and “any” shall be disjunctive
but not exclusive and (g) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject
or other thing extends, and such phrase shall not mean simply “if.”


 


26.              PERIOD
OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company
against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of five
years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and
deemed released unless asserted by the timely filing of a legal action within such five-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.


 


27.             
ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure
is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure
to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


28.             
MAINTENANCE OF INSURANCE. To the extent the Company maintains an insurance policy or policies providing liability insurance
for its directors and officers, the Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire
period for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable
insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and
to ensure the Company’s performance of its indemnification obligations under this Agreement. Indemnitee shall be covered by such
policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer
under such policy or policies. In all such insurance policies, Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
In the event of a Change in Control or the Company’s becoming insolvent, the Company shall, to the extent reasonably practicable,
maintain in force any and all insurance policies then maintained by the Company in providing insurance (directors’ and officers’
liability, fiduciary, employment practices or otherwise) in respect of the individual directors and officers of the Company, for a fixed
period of six years thereafter (a “Tail Policy”). Such coverage shall be non-cancellable and shall be placed
and serviced for the duration of its term by the Company’s incumbent insurance broker. Such broker shall place the Tail Policy with
the incumbent insurance carriers using the policies that were in place at the time of the event giving rise to the Change in Control (unless
the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall
be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an
AM Best rating that is the same or better than the AM Best ratings of the expiring policies).


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	LANZATECH GLOBAL, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	INDEMNITEE
	 	 
	 	By:	 
	 	 	Name:
	 	 	Address: