Exhibit 10.26.2


 


LANZATECH GLOBAL, INC.


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”), dated as of December 20, 2022,  is made and entered into by LanzaTech Global, Inc. (the “Company”)
and Dr. Jennifer Holmgren (the “Executive”).


 


WHEREAS, the Company anticipates
undergoing a De-SPAC transaction as contemplated by the Agreement and Plan of Merger, dated as of March 8, 2022, as amended, by and among
AMCI Acquisition Corp. II, a Delaware corporation (“AMCI”), AMCI Merger Sub, Inc., a Delaware corporation and wholly
owned subsidiary of AMCI, and LanzaTech NZ, Inc., a Delaware corporation (such transaction, the “Merger”);


 


WHEREAS, the Company and the
Executive desire to enter into this Agreement to set forth the terms and conditions of the Executive’s continued employment as the
Company’s Chief Executive Officer following the Merger; and


 


WHEREAS, capitalized terms
used herein are defined where used or in Appendix A to this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Company and the Executive agree as follows, subject to and contingent upon the closing of the Merger:


 


1.             Employment
and Term


 


The Company hereby continues
to employ the Executive, and the Executive hereby accepts continued employment with the Company on the terms and conditions set forth
in this Agreement. The Executive’s employment hereunder shall continue until terminated in accordance with Section 6 (Termination
of Employment) (the period of the Executive’s employment, the “Term”). The Executive’s employment shall
be “at-will” at all times, subject to the terms and conditions hereunder.


 


2.             Position,
Duties, and Performance


 


(a)           Position


 


The Executive shall continue
to serve as the Chief Executive Officer of the Company and have such responsibilities and authority as the Board of Directors of the Company
(the “Board”) may assign from time to time. The Executive shall report directly to the Board.


 


(b)           Place
of Work


 


The Executive’s primary
workplace shall be at the Company’s offices in Skokie, Illinois. The Executive understands that the Executive’s duties will
require periodic travel, which may be substantial at times.


 






     

     


    

 


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Global, Inc.


Dr. Jennifer Holmgren Employment Agreement


 


(c)           Performance


 


The Executive shall devote substantially
all of Executive’s working time and use the Executive’s best efforts, knowledge, and experience to perform successfully the
Executive’s duties and advance the interests of the Company and its affiliates (the “Company Group”). The Executive
shall perform the Executive’s duties in compliance with this Agreement, the Company’s policies, and all applicable laws.


 


(d)           Other Activities


 


During the Term, the Executive
shall not (i) render services of a business, professional, or commercial nature to any person or entity other than the Company Group;
or (ii) engage, directly or indirectly, in any other business activity (whether or not for compensation) that would violate the provisions
of Section 5 (Proprietary Information and Invention Assignment Agreement). Notwithstanding the foregoing, the Executive shall be permitted
to (w) engage in any activity consented to in advance in writing by the Board or listed on Appendix C; (x) engage in civic, charitable,
or community services; (y) personally own and trade in stocks, bonds, securities, real estate, commodities, or other investment properties
for the Executive’s own benefit that do not create actual or potential conflicts of interest with the Company; and (z) serve on
an advisory board or a non-profit organization’s board of directors, in each case, as long as such activities described in clauses
(w), (x), (y), and (z) do not, individually or in the aggregate, interfere with the Executive’s duties and obligations to the Company
or otherwise result in a violation of this Agreement, including the provisions of Section 5 (Proprietary Information and Invention Assignment
Agreement), or any policy of the Company which may be in effect from time to time.


 


(e)           No
Conflicts


 


The Executive represents and
warrants that the Executive’s execution of this Agreement, employment with the Company, and performance of the Executive’s
duties hereunder will not violate any obligations the Executive may have to any other employer, person, or entity, including any obligations
with respect to proprietary or confidential information of any other person or entity.


 


3.            
Compensation and Benefits


 


(a)           Base Salary


 


The Executive’s annual
base salary shall be $750,000 (as may be adjusted by the Board from time to time, the “Base Salary”). The Base Salary
shall be payable in accordance with the Company’s regular payroll practices, as in effect from time to time.


 


(b)           Annual Bonus


 


During the Term, the Executive
shall be eligible for a discretionary annual cash bonus (an “Annual Bonus”). The Executive’s initial target Annual
Bonus opportunity is 100% of the Executive’s Base Salary. The Executive’s actual Annual Bonus, if any, will be determined
in accordance with the Company’s bonus policy, as in effect from time to time.


 






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(c)           Equity
Compensation


 


Subject to the approval of the
Board, the Executive shall be eligible for discretionary equity awards under the LanzaTech 2022 Long-Term Incentive Plan (the “Plan”).
Following the closing of the Merger (and subject to the approval of the Board), the Executive shall be eligible for an equity award (the
 “Initial Equity Award”) consisting of (i) a restricted stock unit award with a targeted value of $1,500,000 at
grant and (ii) a stock option to purchase a number of shares with a targeted value of $1,500,000 at grant and with a per share exercise
price no less than the fair market value of a share on the date of grant. The Initial Equity Award is expected to vest in substantially
equal installments over three years, subject to the Executive’s continued service through each such date, and shall be subject to
the terms of the Plan and the Company’s standard form of award agreement for such equity award, each of which control in the event
of any conflict with this Agreement. The Executive shall also be eligible to receive future equity awards subject to the discretion of
the Board.


 


(d)           Paid Time Off


 


The Executive shall be eligible
for paid time off in accordance with the Company’s policies, procedures, and practices as in effect from time to time. Any paid
time off shall be taken at the reasonable and mutual convenience of the Company and the Executive.


 


(e)           Business Expenses


 


The Executive shall be reimbursed
for all reasonable business expenses actually incurred by the Executive in performing services under this Agreement in accordance with
the Company’s policies, procedures, and practices as in effect from time to time; provided, the Executive provides satisfactory
documentation regarding the incurrence of such business expenses. Any taxable reimbursement due under the terms of this Agreement shall
be paid no later than December 31 of the year after the year in which the expense is incurred and shall comply with Treas. Reg. § 1.409A-3(i)(1)(iv).


 


(f)           
Other Benefits


 


During the Term, the Executive
shall be entitled to participate in the benefit plans and programs maintained by the Company from time to time and generally made available
to its executives in accordance with the terms of such plans and programs; provided, that (i) the Executive’s right to participate
in such plans and programs will not affect the Company’s right to amend or terminate any such plan or program in accordance with
the terms of such plan or program; and (ii) the Executive acknowledges that the Executive will have no vested rights under any such plan
or program, except as expressly provided under the terms thereof.


 


4.            
Closing Bonus


 


Subject to the approval of
the Board and contingent upon the closing of the Merger, the Executive shall be eligible for a one-time award of restricted stock units
under the Plan with a targeted value of $13,000,000 at grant (the “Closing RSU Award”). The Closing RSU Award is in
addition to the Initial Equity Award for which the Executive may be eligible pursuant to Section3(c) (Equity Compensation). The Closing
RSU Award is subject to both (a) a time-based vesting component (annual vesting over three years), and (b) a performance-based vesting
component (the 20-day average closing price of a share of the Company’s common stock must reach $11.50 on or after the 151st
day following, and within five years of, the closing of the Merger). The Closing RSU Award will vest on the first date both requirements
are satisfied. The Closing RSU Award will be subject to the terms of the Plan and the award agreement, which shall control in the event
of any conflict with this Agreement.


 






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5.             Proprietary
Information and Invention Assignment Agreement


 


The Executive shall execute
and deliver to the Company the Employee Proprietary Information and Inventions Agreement (the “PIIA”), attached hereto
as Appendix B, within 15 days of the date of this Agreement. The Executive is hereby advised to consult with an attorney prior to
executing the PIIA.


 


6.            
Termination of Employment


 


The Executive’s employment
may be terminated in accordance with the provisions of this Section 6 (Termination of Employment).


 


(a)          
Termination by the Company


 


The Company may terminate the
Executive’s employment immediately at any time, with or without Cause, by written notice to the Executive.


 


(b)           Termination by Executive without Good Reason


 


The Executive may terminate
the Executive’s employment at any time without Good Reason upon at least sixty (60) days’ advance written notice to the Company.
During such notice period, the Executive shall continue to perform all of the Executive’s duties in accordance with the provisions
hereunder. The Company shall have the option to make the Executive’s termination effective at any time prior to the end of such
notice period, in which case, the Executive shall be paid through the termination date and not the end of such notice period.


 


(c)           Termination by Executive for Good Reason


 


The Executive may terminate
the Executive’s employment for Good Reason in accordance with this Section 6(c) (Termination by Executive for Good Reason). To terminate
for Good Reason, (i) the Executive must provide written notice to the Company of the existence of a condition for Good Reason within sixty
(60) days of the initial existence thereof, (ii) the Company must have at least thirty (30) days after receipt of such notice to cure
the condition for Good Reason and must fail to do so, and (iii) the Executive must terminate employment with the Company within thirty
(30) days of the expiration of such cure period.


 






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(d)         
 Termination on Account of Death or Disability


 


The Executive’s employment
shall terminate automatically upon the Executive’s death. The Company may terminate the Executive’s employment upon the Executive’s
Disability.


 


7.             Compensation
and Benefits upon Termination


 


(a)          
In General


 


Upon termination of the Executive’s
employment for any reason, the Executive shall be entitled to receive (i) any accrued but unpaid Base Salary through the termination date,
(ii) reimbursement of any reasonable business expenses incurred through the termination date in accordance with Section 3(e) (Business
Expenses), and (iii) any vested benefits as of the termination date under any broad-based employee benefit plan of the Company covering
the Executive in accordance with the provisions of such plan (collectively, the “Accrued Benefits”).


 


(b)          
Severance upon Termination without Cause or for Good Reason


 


If the Executive’s employment
is terminated by the Company without Cause or by the Executive for Good Reason (each a “Qualifying Termination”), subject
to the provisions of Section 7(d) (Release) and Section 7(e) (Conditions), the Executive shall be entitled to receive the payments and
benefits described in paragraphs (i) through (iv) (collectively, the “Severance Benefits”); provided, that if
the Company adopts a severance plan in which the Executive is eligible to participate (the “Executive Severance Plan”)
and such plan provides benefits upon a Qualifying Termination at least equal to the Severance Benefits described in paragraphs (i) through
(iii), the Executive shall be eligible for severance benefits under the Executive Severance Plan in lieu of the Severance Benefits described
in paragraphs (i) through (iii).


 


(i)        
The Company shall pay the Executive a lump sum payment equal to eighteen (18) months of the Executive’s Base Salary as in
effect as of the Qualifying Termination, or if applicable, as in effect immediately before the reduction that gave rise to the basis for
Good Reason. Notwithstanding the foregoing, if the Qualifying Termination occurs during the period beginning thirty (30) days prior to
a Corporate Transaction and ending twenty-four (24) months following a Corporate Transaction, the amount of the lump sum payment shall
be increased to twenty-four (24) months of the Executive’s Base Salary as in effect as of the termination date.


 


(ii)       
The Company will pay to the Executive an Annual Bonus (if any) for the year in which the Qualifying Termination occurs equal to
the Annual Bonus the Executive would have received in accordance with Section 3(b) (Annual Bonus) for the year in which the termination
occurred based on the actual performance of the Company and/or the Executive, as applicable, multiplied by a fraction, the numerator of
which is the number of days the Executive was employed during the bonus year including the termination date and the denominator of which
is 365.


 






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(iii)       If
the Executive is enrolled in a group medical plan sponsored by the Company as of the Qualifying Termination, subject to the
Executive’s timely election of continuation coverage for medical benefits under the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”), the Company shall pay the portion of the Executive’s COBRA premium
attributable to the employer contribution the Company would pay toward coverage if the Executive were a current employee under the
Company’s group medical plan for a period commencing on the first calendar day of the month following the Qualifying
Termination and ending on the earliest to occur of (x) the eighteen (18)-month anniversary of the Qualifying Termination; (y) the
date the Executive becomes eligible for group health coverage through other employment, of which the Executive shall promptly notify
the Company; and (z) the date the Executive’s COBRA continuation coverage terminates.


 


(iv)      
If the Executive’s Qualifying Termination occurs during the period beginning thirty (30) days prior to a Corporate Transaction
and ending twenty-four (24) months following a Corporate Transaction, 50% of the Executive’s stock options which are outstanding
as of the closing of the Merger shall immediately vest.


 


(c)          
Payment Timing


 


Subject to Section 12 (Withholding
and Section 409A), the Company shall make the payments described in:


 


(i)        
Section 7(b)(i) within a reasonable period of time following the date the Release (as defined below) becomes effective and irrevocable,
but no later than March 15th of the year following the year in which the termination occurs;


 


(ii)       
Section 7(b)(ii) at the same time as annual bonuses are paid to all other executives, but no later than March 15th of the year
following the year in which the termination occurs; and


 


(iii)      
Section 7(b)(iii) each month at the time the Company normally withholds payment for the Company’s group health coverage on
behalf of its active employees; provided, that if the Company determines at any time that the payments pursuant to Section 7(b)(iii)
or the benefits under the Company’s health plan may be taxable income to the Executive, or such payments may otherwise result in
a violation of applicable nondiscrimination requirements, the Company may convert such payments to payroll payments directly to the Executive
on the Company’s regular payroll dates, which shall be subject to tax-related deductions and withholdings.


 


(d)          
Release


 


The Executive’s right
to the Severance Benefits is conditioned upon the Executive executing, delivering, and not revoking a valid release agreement in the form
provided by the Company (the “Release”) within the time periods set forth therein, releasing the Company Group from
any and all liability in connection with the Executive’s employment.


 






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(e)          
Conditions


 


The Executive’s
right to the Severance Benefits is conditioned on the Executive’s compliance with the Executive’s obligations under the
PIIA. In the event that the Executive fails to comply with such obligations, the Company’s obligation to pay the Executive any
then unpaid Severance Benefits shall immediately cease, and the Executive shall promptly refund any Severance Benefits previously
paid by the Company. The Company’s rights under this Section 7(e) (Conditions) shall be full recourse and shall be in addition
to its rights under Section 10(c) (Recoupment). The Company shall have the right to offset the Executive’s obligations under
this Section 7(e) (Conditions) against any amounts otherwise owed to the Executive from the Company Group, to the extent permitted
by law.


 


(f)           
No Additional Compensation or Benefits


 


The Executive is not entitled
to receive any compensation or benefits from the Company upon the Executive’s termination except as set forth in this Agreement,
any equity award agreement, or, if applicable and pursuant to Section 7(b) (Severance upon Termination without Cause or for Good Reason),
the Executive Severance Plan. In no event will the Executive be eligible for both (i) the Severance Benefits described in Sections 7(b)(i)
through 7(b)(iii), and (ii) severance benefits under the Executive Severance Plan (or any other severance plan, policy, or practice
of the Company); provided, that the accelerated vesting of equity in Section 7(b)(iv) shall survive and shall not be superseded
or replaced by the Executive Severance Plan.


 


8.            
Indemnification


 


The Company shall indemnify
the Executive as provided under the Company’s Bylaws and Certificate of Incorporation in effect as of the date hereof to the fullest
extent permitted by applicable law and as provided under such other indemnification agreement(s) as the Company may enter into with the
Executive.


 


9.            
Notices


 


All notices, requests, demands,
and other communications required or permitted to be given in writing pursuant to this Agreement shall be deemed given and received: (a)
when delivered personally; (b) when sent by email, by facsimile transmission, or other electronic means; or (c) when received, if
mailed by first class registered or certified mail, postage prepaid. For purposes of notice, the addresses, and facsimile number (if any)
of the parties shall be as follows:


 


(a)          
If to the Company, to:


 


8045 Lamon Ave.

Suite 400

Skokie, IL 60077

Attention: Chief Operating Officer

Fax: [***]


 


(b)         
If to the Executive, to the address set forth on the signature page hereto or such other address on the personnel records of the
Company.


 


Each party shall have the right to change its
address for notice, and the person who is to receive notice, by the giving of prior written notice to the other party in the manner set
forth above.


 






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10.         
 Rights and Obligations upon Termination


 


(a)          
Survival


 


This Agreement, and all obligations
of the Company and the Executive hereunder, shall terminate upon the termination of the Executive’s employment, with the following
exceptions: (i) the Executive’s continuing obligations under Section 5 (Proprietary Information and Invention Assignment Agreement);
(ii) the Accrued Benefits and Severance Payments to be paid by the Company in accordance with Section 7 (Compensation and Benefits
upon Termination); (iii) the Executive’s rights to indemnification under Section 8 (Indemnification); and (iv) the relevant provisions
of Sections 9 (Notices) through 13 (Miscellaneous Provisions).


 


(b)          
Transition


 


In the event of the termination
of the Executive’s employment other than in connection with the Executive’s death, the Executive agrees to cooperate with
the Company in order to ensure an orderly transfer of the Executive’s duties and responsibilities.


 


(c)          
Recoupment


 


Notwithstanding anything in
this Agreement to the contrary, any payments or benefits paid or due to the Executive hereunder shall be subject to any recoupment or
clawback policy adopted by the Company from time to time. The Company’s rights under this Section 10(c) (Recoupment) shall be full
recourse and shall be in addition to its rights under Section 7(e) (Conditions). The Company shall have the right to offset the Executive’s
obligations under this Section 10(c) (Recoupment) against any amounts otherwise owed to the Executive from the Company or the Company
Group, to the extent permitted by applicable law.


 


11.          
Governing Law and Dispute Resolution


 


(a)          
Governing Law


 


This Agreement will be governed
and interpreted in accordance with the laws of the State of Illinois, without regard to or application of choice-of-law rules or principles,
and without regard to the place of execution or the place of performance thereof.


 


(b)          
Venue


 


The parties agree that any legal
proceeding, commenced by one party against the other, shall be brought in any state or federal court having proper jurisdiction within
Cook County, Illinois. Both parties submit to such jurisdiction, and waive any objection to venue and/or claim of inconvenient forum.


 






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12.          
Withholding and Section 409A


 


(a)          
Withholding


 


All amounts paid under this
Agreement shall be paid less all applicable tax withholdings and any other withholdings required by law or authorized by the Executive.


 


(b)          
Section 409A


 


The parties intend that the
provisions of this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder (collectively, “Section 409A”) and all provisions of this Agreement shall be construed in a manner consistent
with the requirements for avoiding taxes or penalties under Section 409A. Any payments made pursuant to this Agreement that satisfy the
requirements to be either separation pay due to an involuntary separation from service within the meaning of Treas. Reg. § 1.409A-1(b)(9)(iii)
or a short-term deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4) shall, to the maximum extent possible, not be treated
as deferred compensation subject to Section 409A. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted or construed
to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from the Executive
to the Company or to any other individual or entity. To the extent necessary to avoid adverse tax consequences under Section 409A, a termination
of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts
or benefits upon or following a termination of employment unless such termination also constitutes a “separation from service”
within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”
 “termination of employment,” “separation of service,” or like terms shall mean “separation from service.”
Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. If, upon separation
from service, the Executive is a “specified employee” within the meaning of Section 409A, any payment under this Agreement
that is subject to Section 409A and would otherwise be paid within six months after the Executive’s separation from service will
instead be paid in the seventh month following the Executive’s separation from service (to the extent required by Section 409A(a)(2)(B)(i)).


 


13.          
Miscellaneous Provisions


 


(a)          
Severability


 


In the event that any provision
of this Agreement is found by a court, arbitrator, or other tribunal having competent jurisdiction to be illegal, invalid, or unenforceable,
then such provision shall not be voided, but shall be recast so as to be enforced to the maximum extent permissible under applicable law
while taking into account the original intent and effect of the provision, and the remainder of this Agreement shall remain in full force
and effect. Any prohibition or unenforceability of any provision of this Agreement in any jurisdiction shall not invalidate or render
unenforceable such provisions in any other jurisdiction.


 






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(b)          
Parties Bound


 


The terms, provisions, covenants,
and agreements contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective
heirs, legal representatives, successors, and assigns. The Company may assign this Agreement to its successors or affiliates, and upon
any such assignment, the references in this Agreement to the Company shall also apply to any such assignee that assumes and agrees to
perform this Agreement by operation of law or otherwise, unless the context indicates to the contrary. The Executive may not assign this
Agreement.


 


(c)          
Entire Agreement


 


This Agreement, together with
the PIIA, supersedes all prior understandings and agreements, oral or written, between the parties with respect to the subject matter
of this Agreement, including the offer letter dated April 20, 2010 (as amended on May 17, 2021) and the prior PIIA dated June 14, 2010,
and constitutes the sole agreement between the parties with respect to the subject matter hereof. Each party acknowledges that no representations,
inducements, promises, or agreements, oral or written, have been made by any party or by anyone acting on behalf of any party, which are
not embodied in this Agreement.


 


(d)          
Amendments; Waiver


 


This Agreement may not be modified,
amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorized officer of the Company (other
than the Executive). By an instrument in writing similarly executed, the Executive or the Company may waive compliance by the other party
with any specifically identified provision of this Agreement that such other party was or is obligated to comply with or perform; provided,
that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise
and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy,
or power provided herein or by law or in equity.


 


(e)           
Construction; Headings


 


This Agreement shall be deemed
drafted equally by both the Company and the Executive. The headings in this Agreement are only for convenience and are not intended to
affect construction or interpretation. Any references to “Section(s)” are to those parts of this Agreement, unless the context
indicates to the contrary. Unless the context indicates to the contrary, (i) the plural includes the singular and the singular includes
the plural; (ii) “includes” and “including” are each “without limitation;” (iii) “herein,”
 “hereof,” “hereunder,” and other similar compounds of the word “here” refer to the entire Agreement
and not to any particular Section; and (iv) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular, or plural as the identity of the entities or persons referred to may require.


 






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(f)            Counterparts


 


This Agreement may be executed
in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same
Agreement. This Agreement may be executed by any electronic signature complying with the U.S. ESIGN Act of 2000, as it may be amended.
Signatures delivered by facsimile or electronically shall be deemed effective for all purposes.


 


(g)          
Executive Acknowledgements


 


The Executive acknowledges that
the Executive has had adequate time to consider the terms of this Agreement, has knowingly and voluntarily entered into this Agreement,
and has been advised by the Company to seek the advice of independent counsel prior to reaching agreement with the Company on any of the
terms of this Agreement.


 


(h)          
Effective Date


 


This Agreement shall be effective
as of the later of the date the Agreement is executed by both parties hereto or the closing of the Merger (the “Effective Date”).


 


[Remainder of the Page Intentionally
Left Blank]


 






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IN WITNESS WHEREOF, the parties
have entered into this Employment Agreement as of the Effective Date.


 


	 	lanzatech
    global, inc.
	 	 
	 	 
	 	By:	/s/
Carl Wolf
	 	Name: Carl Wolf
	 	Title: COO
	 	 
	 	 
	 	Date:	December 20, 2022
	 	 
	 	 
	 	EXECUTIVE
	 	 
	 	/s/
Jennifer Holmgren
	 	Dr. Jennifer Holmgren
	 	Address: [***]
	 	Email: [***]
	 	 
	 	 
	 	Date:	December 20, 2022                




 


Signature Page to Executive Employment Agreement


 






     

     


    

 


APPENDIX A

DEFINED TERMS


 


1.            
“Cause” means the Executive’s:


 


(a)          
performance of any act or failure to perform any act in bad faith and to the material detriment of the Company Group;


 


(b)         
unauthorized use, misappropriation, destruction, or diversion of any tangible or intangible asset or corporate opportunity of the
Company Group (including the improper use or disclosure of confidential or proprietary information);


 


(c)          
act of dishonesty, intentional misconduct, breach of fiduciary duty for personal profit, or material breach of or failure to abide
by the terms of any agreement with the Company Group (including the Company’s code of conduct or other policies, including policies
relating to confidentiality and reasonable workplace conduct);


 


(d)          
conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation,
or moral turpitude, or which impairs the Executive’s ability to perform the Executive’s duties with the Company Group;


 


(e)          
willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities,
after being instructed by the Company to cooperate;


 


(f)           
engagement in sexual harassment while providing services to the Company Group; or


 


(g)         
engagement in sexual harassment or other misconduct within ten (10) years prior to commencement of service with the Company Group
that would negatively impact the business or reputation of the Company Group that was not disclosed to the Board prior to executing this
Agreement.


 


2.            
“Corporate Transaction” means any of the following:


 


(a)          
a transaction or series of related transactions in which any person (within the meaning of section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than any person who prior to such transaction
or series of related transactions owns more than a majority of the Company’s common stock, becomes the beneficial owner (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then outstanding voting
securities of the Company; unless the stockholders of the Company immediately before such transaction or series of related transactions
own, directly or indirectly, a majority of the combined voting power of the outstanding voting securities of the corporation or other
entity resulting from such transaction or series of related transactions;


 






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(b)          
a consolidation or merger of the Company with or into another entity or a similar transaction involving the Company, unless the
stockholders of the Company immediately before such consolidation, merger, or other transaction own, directly or indirectly, a majority
of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such consolidation
or merger;


 


(c)          
during any twelve-month period, individuals who constitute the Board at the beginning of the twelve-month period cease for any
reason to constitute at least a majority of the Board; provided that for purposes of this clause (c), each director who is
first elected by the Board (or first nominated by the Board for election by the stockholders) by a vote of at least a majority of the
directors who were directors at the beginning of the twelve-month period shall be deemed to have also been a director at the beginning
of such period;


 


(d)          
the sale, lease, exclusive license, or other disposition of all or substantially all, as determined by the Board, of the consolidated
assets of the Company, other than to an entity of which the stockholders of the Company immediately before such sale, lease, exclusive
license, or other disposition own, directly or indirectly, a majority of the combined voting power of the outstanding voting securities
in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such
sale, lease, license, or other disposition; or


 


(e)          
the liquidation, dissolution, or winding up of the Company.


 


For the avoidance of doubt, a transaction will
not constitute a Corporate Transaction if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation,
or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held
the Company’s securities immediately before such transaction. Notwithstanding the foregoing, to the extent necessary to avoid adverse
tax consequences under Section 409A, a transaction will not be deemed a Corporate Transaction unless the transaction qualifies as a change
in control event within the meaning of Section 409A.


 


3.           
“Disability” means a physical or mental illness, impairment,
or infirmity (other than an absence from work on an approved maternity or paternity leave) which renders the Executive unable to perform
the essential functions of the Executive’s position, including the Executive’s duties under this Agreement, with reasonable
accommodation, for at least one hundred and twenty (120) consecutive days or for shorter periods aggregating one hundred and eighty (180)
days during any three hundred and sixty-five (365) day period. 


 


4.            
“Good Reason” means:


 


(a)       
a material diminution in the Executive’s authority, duties, or responsibilities inconsistent with the Executive’s position
with the Company (but excluding transfers of duties and responsibilities to one or more employees as a result of the Company’s natural
growth), unless the Executive has consented in writing to such diminution; provided, that if there is a Corporate Transaction or
other corporate restructuring, the Executive shall not have Good Reason solely on account of the Executive holding materially the same
position in the surviving legal entity or business unit as the Executive held before such Corporate Transaction or other corporate restructuring,
even if now part of a larger company or conglomerate;


 






    	Appendix A - Page 2	 	 



     


    

 


LanzaTech
Global, Inc.


Dr. Jennifer Holmgren Employment Agreement


 


(b)       
 a reduction in the Executive’s Base Salary (excluding any reduction that applies to substantially all similarly-situated
employees of the Company), below the amount on the date hereof, unless the Executive has consented in writing to such reduction;


 


(c)       
a change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company
to a new location that is more than forty (40) miles from the location at which the Executive performed the Executive’s principal
duties for the Company immediately prior to such change, unless the Executive has consented in writing to such requirement;


 


(d)       
a material breach by the Company of this Agreement or any other agreement between the Executive and the Company; or


 


(e)       
the Executive ceasing to report to the Board, unless the Executive has consented in writing to such change in reporting relationship.


 


For the avoidance of doubt, if the Executive is
placed on paid or unpaid leave during an investigation, for example an investigation into the Executive’s alleged misconduct, that
shall not constitute Good Reason.


 






    	Appendix A - Page 3	 	 



     


    

 


APPENDIX B


 






    	Appendix B - Page 1	 	 



     


    

 





APPENDIX C

EXECUTIVE’S OTHER ACTIVITIES


 






    	Appendix C - Page 1