Intellectual Property and Technology License Agreement, dated May 28, 2020, between LanzaTech, Inc. and LanzaJet, Inc

LanzaTech, LanzaJet, Mitsui & Co. Ltd (“Mitsui”) and Suncor Energy, Inc. (“Suncor’’) are, as of the Effective Date, entering into an Investment Agreement pursuant to which LanzaTech, Mitsui, and Suncor will invest in LanzaJet (the “Investment Agreement”) and a Stockholders’ Agreement and Future Development Rights Agreement governing the continuing relationship of the Parties and Mitsui, and Suncor (the “Stockholders’ Agreement” and “Future Development Rights Agreement” respectively).

Pursuant to the Stockholders’ Agreement and the Investment Agreement, the parties to such agreements have agreed that International Consolidated Airlines Group, S.A. (“IAG”) may also invest in LanzaJet in accordance with the terms of such agreements and thereby also become a party to the Future Development Rights Agreement.

By way of the Battelle Agreement (as defined below), LanzaTech licensed Battelle IPR (as defined below) and has additionally developed technology which along with the Battelle IPR can be used to convert ethanol into various fuels, including alcohol to jet (ATJ) synthetic paraffinic kerosene (“SAF”).

Battelle Memorial Institute has agreed to allow LanzaJet to exercise certain of LanzaTech’s rights and perform certain of LanzaTech’s obligations under the Battelle Agreement (as defined below) and to the granting of the sublicenses of such technology as contemplated in this Agreement.

LanzaTech wishes to allow LanzaJet to exercise LanzaTech’s rights and require LanzaJet to perform LanzaTech’s obligations under the Battelle Agreement and LanzaJet agrees to exercise such rights and perform such obligations in accordance with the Battelle Agreement on LanzaTech’s behalf.

In addition to exercising and practising the Battelle IPR on LanzaTech’s behalf, LanzaJet wishes to obtain an exclusive license to use LanzaTech’s technology, for conversion of ethanol into fuels by or on behalf of LanzaJet and its sublicensees.

This Agreement sets forth the terms and conditions upon which such licenses are granted.

Definitions

“Affiliate” of a Person will mean any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person; provided, however that LanzaJet and LanzaTech will not be deemed to be Affiliates of each other for purposes of this Agreement.

“Allocated Rights and Obligations” shall have the meaning set out in Section 2.1

“Applicable Law” will mean any applicable statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any Governmental Authority.

“Battelle Agreement” will mean the Exclusive Patent License Agreement between LanzaTech and Battelle, dated September 13, 2018, as amended on January 13, 2020, attached hereto as Exhibit B, and any further amendments or clarifications thereto, including the Side Letter signed by Battelle as of April 24, 2020.

“Battelle IPR” will mean the Patent Rights licensed to LanzaTech by Battelle Memorial Institute, which operates the Pacific Northwest National Laboratory under management and operations contract DE-AC05-76RL01830 (“Battelle”) pursuant to the Battelle Agreement.

“Board” will mean the board of directors of LanzaJet.

“Business Day” will mean a day, other than a Saturday or Sunday, on which the principal commercial banks are open for business during normal banking hours in Skokie, Illinois.

“Change of Control” will mean, with respect to a Party, a change of the Person that has Control, directly or indirectly, of that Party.

“Commercial Facility” will mean a facility for the production of a Commercial Quantity of fuel, excluding the Demonstration Facility, that practices the Licensed Subject Matter and is authorized under this Agreement.

“Commercial Quantity” will mean: (i) for SAF, at least enough SAF [***]; or (ii) for other fuels, [***].

“Control” will mean the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, or through the direct or indirect ownership of more than fifty

“Demonstration Facility” means a demonstration facility designed to produce approximately [***] per year using the Licensed Subject Matter, to be located at the LanzaTech Freedom Pines Biorefinery in Soperton, Georgia, USA.

“Development Projects” means the following pre-existing projects:

[***];

[***];

[***];

[***]; and

[***].

“Export Administration Regulations” means the Export Administration Regulations of the United States, found at 15 C.F.R. § 730 et seq.

“Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of law), or any arbitrator, court, or tribunal of competent jurisdiction.

“Gross Sales” means [***].

“IAG Commercial Facility” will mean the Commercial Facility that is the subject of the Subsequent Closing with IAG.

“Initial Offering” will mean an approved firmly underwritten initial public offering or the listing for trading of LanzaJet’s securities.

“Initial Sublicensees” means those special purpose vehicles contemplated in the Investment Agreement that are Affiliates of Suncor, Mitsui or IAG, once such entities enter into a sublicense agreement with LanzaJet as contemplated in the Future Development Rights Agreement.

“Insolvency Event” will mean any of a Party (i) being adjudged bankrupt, (ii) making a general assignment for the benefit of creditors, (iii) having a receiver appointed on account of its insolvency or (iv) taking similar protection from its creditors (other than for the purpose of, or in connection, with any solvent amalgamation or reorganization).

“Intellectual Property Rights” will mean: (a) all Patent Rights; (b) rights in or to works of authorship, including copyrights, design rights, and mask work rights; and (c) trade secret, Confidential Information, know-how and industrial property rights; but will exclude all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor anywhere in the world.

“LanzaJet Field” will have the same meaning as the term “Licensed Field” in the Battelle Agreement.

“LanzaTech IPR” will mean any Intellectual Property Rights that are necessary or useful for applications in the Licensed Field and either (i) owned by LanzaTech as of the Effective Date, or (ii) developed by or on behalf of LanzaTech in connection with the Development Projects. For the avoidance of doubt, the LanzaTech IPR does not include the Battelle IPR.

“LanzaTech Technology” will mean all Technology that is necessary or useful for applications in the LanzaJet Field (i) to which LanzaTech owns the Intellectual Property Rights as of the Effective Date, or (ii) that is developed by or on behalf of LanzaTech in connection with the Development Projects.

“Licensed Mark” means the trademark “LANZAJET®”, with U.S. Serial Number 88098930, any applications or registrations in any other countries that may claim a priority date based on same, and any unregistered rights owned by LanzaTech that may exist in connection with the word mark “LANZAJET” in any jurisdiction.

“Licensed Subject Matter” will mean, individually and collectively, the LanzaTech Technology, LanzaTech IPR, and the Battelle IPR.

“Mitsui Commercial Facility” will mean the Commercial Facility that is the subject of the Subsequent Closing with Mitsui.

“Patent Rights” will mean all patents and utility models and applications therefor and all reissues, divisionals, substitutions, re-examinations, renewals, extensions, provisionals, supplementary protection certificates, continuations, continuations-in-part, and foreign counterparts thereof, and equivalent or similar registered rights anywhere in the world.

“Person(s)” will mean an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Pre-Existing Obligations” means [***].

“Representatives” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants, and other agents of such Person or its Affiliates.

“Royalty” will mean any amount that would be payable by LanzaTech under the Battelle Agreement as a royalty or share of Sublicensing Revenues (as defined in the Battelle Agreement) as a result of the activities and/or sublicenses permitted by this Agreement.

“Royalty-Bearing Products” will mean any and all products for which a Royalty would be owed under the Battelle Agreement.

“Sublicensee” will mean any third party to whom LanzaJet sublicenses any of the rights to Licensed Subject Matter granted to LanzaJet in this Agreement.

“Subsequent Closing” and “Subsequent Closing Date” will have the meanings provided in the Investment Agreement.

“Suncor Commercial Facility” will mean the Commercial Facility that is the subject of the Subsequent Closing with Suncor.

“Technology” will mean any and all technology, information, materials, products and services, including all trade secrets, know-how, techniques, inventions (whether or not patentable), software, algorithms, formulas, databases, works of authorship, processes, devices, prototypes, schematics, test methodologies, documentation, data, methods, manufacturing information and research materials; but shall exclude any Intellectual Property Rights thereto.

“Trade Secrets” means any information qualifying as a trade secret under either 18 U.S.C § 1839 or the laws of the State of New York.

“Transaction Agreements” has the meaning set forth in the Investment Agreement.

Interpretation

Whenever a provision of this Agreement requires an approval or consent and the approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

Unless otherwise specified, all references to money amounts are to the lawful currency of the United States.

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

For purposes of this Agreement: (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,”

Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done, shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

Allocation to LanzaJet.

all rights to use, incorporate, practice, copy, construct, and otherwise exploit Battelle IPR in accordance with Article 2 of the Battelle Agreement;

all rights to grant sublicenses on LanzaTech’s behalf as permitted in Article 6 of the Battelle Agreement (solely in accordance with Section 3.2) and for greater clarity, any Person to whom LanzaJet grants a sublicense of Battelle IPR in accordance with the Battelle Agreement shall be a “SUBLICENSEE” for the purposes of the Battelle Agreement;

obligations to pay all Royalties to Battelle under Article 3 of the Battelle Agreement;

obligations to meet diligence requirements under Article 4 of the Battelle Agreement; and

all rights and obligations of LanzaTech under Articles 5, 6, 7, 8, 10, 11, 12, 15, and 17 of the Battelle Agreement.

Exclusivity

Survival of Allocated Rights and Obligations

Effect of Proposed Sale of the Business

License Grant.

Sublicenses.

LanzaJet hereby grants to LanzaTech and its Affiliates a worldwide, non-transferable, non-sublicensable, non-exclusive, royalty-free license, for the duration of the Development Projects, to use, incorporate, practice, copy, construct, and otherwise exploit the Licensed Subject Matter solely in connection with the Development Projects.

LanzaJet further agrees to grant to LanzaTech and its Affiliates a non-exclusive sublicense in accordance with Section 3.2(c)(iv) to use and exploit the Licensed Subject Matter to fulfill any Pre-Existing Obligations, if LanzaTech’s contractual rights under the Sponsor Offtake Agreement (as defined in the Future Development Rights Agreement) to offtake SAF produced by LanzaJet and its Affiliates are insufficient to meet such Pre-Existing Obligations. LanzaTech will enjoy [***] most-favored pricing [***].

LanzaJet will have the right to further sublicense its licenses to the Licensed Subject Matter only as follows:

to the Suncor SPV (as defined in the Investment Agreement), upon a Subsequent Closing with Suncor, in connection with the Suncor Commercial Facility and any other Commercial Facility (or Commercial Facilities) that may be approved by the Board,

to the Mitsui SPV (as defined in the Investment Agreement), upon a Subsequent Closing with Mitsui, in connection with the Mitsui Commercial Facility and any other Commercial Facility (or Commercial Facilities) that may be approved by the Board,

if IAG becomes a party to the Investment Agreement, to the IAG SPV (as defined in the Investment Agreement), upon a Subsequent Closing with IAG, in connection with manufacture of fuels at the IAG Commercial Facility and any other Commercial Facility (or Commercial Facilities) that may be approved by the Board,

to LanzaTech, in connection with (i) fulfilling any Pre-Existing Obligations, and (ii) manufacture of fuels at any Commercial Facility (or Commercial Facilities) that may be approved by the Board,

subject to any approvals from Battelle that may be required under the Battelle Agreement, after LanzaJet’s full performance of its obligations

Each Person that enters into a sublicense under this Section 3.2 will be a “Sublicensee”, and each sublicense entered into under this Section 3.2 will be a “Sublicense”.

Each Sublicense will include:

[***];

[***];

indemnification obligations from the Sublicensee for the benefit of LanzaTech that are substantially similar to the indemnification obligations in Section 8.1(a)-(f).

Prior to execution of any Sublicense hereunder, LanzaJet shall provide LanzaTech and Battelle with a certification that the Sublicense complies with the terms and conditions of the Battelle Agreement. LanzaJet will provide LanzaTech and Battelle with a copy of each Sublicense that has been executed by LanzaJet and will not knowingly enter into any Sublicense that is inconsistent with the Battelle Agreement.

Licensed Mark.

Delivery of LanzaTech Technology.

No Other Grant of Rights.

Improvements.

Registration of Developed IP.

Records and Audits.

Costs of Audits.

Flow-Down Requirements.

Notice of Claims.

LanzaJet Right to Bring Action.

Subject to and without limiting any Allocated Rights and Obligations, LanzaJet will have the first right to (i) bring a suit, action, or other proceeding against any alleged infringement of any Battelle IPR or LanzaTech IPR within the LanzaJet Field or any misappropriation of the LanzaTech Technology where such misappropriated LanzaTech Technology is used within the LanzaJet Field (a “LanzaJet Field Action”), after notifying and consulting with LanzaTech (and Battelle, if required by the Allocated Rights and Obligations) in good faith regarding the approach to any such proceeding [***] filing any contemplated LanzaJet Field Action, and (ii) take such other reasonable measures to enforce LanzaJet’s rights in the Battelle IPR and LanzaTech IPR as LanzaJet deems appropriate in LanzaJet’s reasonable discretion, such as sending a cease and desist letter or negotiating a settlement involving the payment by the infringer or misappropriator of royalties to LanzaJet in exchange for a non-exclusive sublicense of the Battelle IPR and/or LanzaTech IPR within the scope of the licenses granted herein (which non-exclusive Sublicense will include, to the extent applicable, the restrictions and limitations set forth in this Agreement).

Any LanzaJet Field Action permitted under this section will be commenced in LanzaJet’s own name [***] or, if required by Applicable Law or otherwise as reasonably necessary for such purposes, LanzaJet may join LanzaTech as a party. If LanzaTech is so joined in any such proceeding pursuant to this section, or if LanzaTech is otherwise subjected to such proceeding or any other proceeding as a result of LanzaJet’s actions under this section (whether LanzaTech is joined by LanzaJet or a third party), [***] in connection with any such proceedings.

If LanzaJet brings or defends any such LanzaJet Field Action, LanzaTech will, [***], cooperate in all reasonable respects with LanzaJet in the conduct thereof, and assist in all reasonable ways, including having its employees testify when reasonably requested, and make available for discovery or trial exhibit relevant records, papers, information, samples, specimens, and the like.

Subject to any necessary approval by Battelle under the Battelle Agreement, LanzaJet may settle any LanzaJet Field Action without the prior written approval of LanzaTech, provided that such settlement does not impose any obligations upon LanzaTech or alter LanzaTech’s rights (including LanzaTech’s retained rights to the LanzaTech IPR) without LanzaTech’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

LanzaTech Right to Bring Action

Subject to any restrictions or conditions contained in the Battelle Agreement regarding the Battelle IPR, if Battelle and LanzaJet elect not to bring a LanzaJet Field Action within a reasonable period of time after receipt of notice of infringement, LanzaTech shall have the second right to bring, file, or resolve any LanzaJet Field Action, and in any event LanzaTech shall have the first right to bring, file or resolve any claims or proceedings relating to the use or exploitation of the LanzaTech IPR or LanzaTech Technology outside the LanzaJet Field (a “LanzaTech Field Action”, and together with LanzaJet Field Actions brought by LanzaTech under this Section, “LanzaTech Actions”). LanzaTech may take such LanzaTech Actions in LanzaTech’s name or, if required by Applicable Law or otherwise as reasonably necessary for such purposes, may join LanzaJet as a party, [***]. Except as expressly provided otherwise in this Section 6.3, LanzaTech shall have the right to control the conduct of any LanzaTech Actions and be represented by counsel of its own choice with respect to such LanzaTech Actions, [***] in all such LanzaTech Actions.

If LanzaTech brings or defends any such LanzaTech Actions, LanzaJet will, [***], cooperate in all reasonable respects with LanzaTech in the conduct thereof, and assist in all reasonable ways, including having its employees testify when reasonably requested, and make available for discovery or trial exhibit relevant records, papers, information, samples specimens, and the like.

Subject to any necessary approval by Battelle, LanzaTech may settle any LanzaTech Action, whether by consent order, settlement, or other voluntary final

Common Interest. If any suit, action, or other proceeding (including counterclaims made in connection with an action brought by LanzaJet in accordance with Section 6.2) alleging invalidity of any Battelle IPR or LanzaTech IPR is brought against LanzaJet or its Affiliates or Sublicensees (except LanzaTech), LanzaJet shall promptly notify LanzaTech of such suit, action or other proceeding and LanzaTech, at its option, shall have the right, subject to any restrictions or conditions contained in the terms and conditions of the Battelle Agreement, [***] commencement of such suit, action, or other proceeding, to intervene and participate in the defense of the suit, action or other proceeding at its own expense with respect to such allegations, unless the Person alleging such invalidity is a LanzaTech Affiliate. If any suit, action, or other proceeding (including counterclaims made in connection with an action brought by LanzaTech) alleging invalidity of any LanzaTech IPR is brought against LanzaTech or its Affiliates, LanzaTech shall promptly notify LanzaJet of such suit, action or other proceeding and LanzaJet, at its option, shall have the right, [***] commencement of such suit, action, or other proceeding, to intervene and participate in the defense of the suit, action or other proceeding [***], unless the Person alleging such invalidity is a LanzaJet Affiliate. In any such event, the Parties will cooperate reasonably with respect to their common interest in defending the validity of the Battelle IPR or LanzaTech IPR.

Recovery.

If LanzaJet undertakes any LanzaJet Field Action, any recovery, damages or settlement derived from such LanzaJet Field Action [***] as a result of the recovery, damages, or settlement relating to the practice of the Battelle IPR).

If LanzaTech undertakes any LanzaJet Field Action, any recovery, damages, or settlement derived from such LanzaJet Field Action relating to the practice of the LanzaTech IPR or Battelle IPR within the LanzaJet Field [***].

If LanzaTech undertakes any LanzaTech Field Action, any recovery, damages or settlement derived from such LanzaTech Field Action [***].

Challenges to Battelle IPR.

LanzaJet covenants that it will not, and will procure a covenant from each of its Affiliates and Sublicensees that they will not make any challenge in any jurisdiction to the validity or enforceability of the Battelle IPR or any aspect thereof.

LanzaTech covenants that it will not, and will procure a covenant from each of its Affiliates that they will not make any challenge in any jurisdiction to the validity or enforceability of the Battelle IPR or any aspect thereof.

Representations and Warranties.

Each Party represents and warrants as of the Effective Date that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (ii) it has all necessary power and authority to enter into this Agreement and to perform all its obligations hereunder; and (iii) neither the execution, delivery, or performance of this Agreement will result in the breach of, or constitute a default under, the terms of any material contract to which it is a party or by which it is bound.

LanzaTech represents and warrants that: (i) LanzaTech owns or has the rights to use the Licensed Mark, LanzaTech IPR, and LanzaTech Technology, and has the power and authority to license the Licensed Mark, the LanzaTech IPR and the LanzaTech Technology to LanzaJet as provided in Article 3; (ii) as of the Effective Date, LanzaTech is not aware of any fact or claim that would or could prevent LanzaJet from exercising its rights in the Allocated Rights and Obligations, including with respect to the Battelle IPR; (iii) LanzaTech is, and subject to LanzaJet’s performance of all obligations of the Allocated Rights and Obligations will continue to be, in full compliance with the Battelle Agreement, and has received no notice of non-compliance from Battelle; (iv) LanzaTech has obtained all required consents from Battelle in relation to this Agreement, including regarding the approval of special purpose entities of each of Suncor, Mitsui and IAG as Sublicensees of Battelle IPR and the grant and assumption of the Allocated Rights and Obligations to and by LanzaJet as contemplated herein; (v) LanzaTech is not, as of the Effective Date, bound by any outstanding judgment, injunction, order, or decree restricting the use of the LanzaTech IPR or the LanzaTech Technology; (vi) to LanzaTech’s knowledge as of the Effective Date, no Person is infringing, misappropriating, diluting, or otherwise violating any of the LanzaTech IPR or the LanzaTech Technology, and as of the Effective Date, neither LanzaTech nor any of its Affiliates has made or asserted any claim, demand, or notice against any Person alleging any such infringement, misappropriation, dilution, or other violation; (vii) LanzaTech has not granted any licenses of the Licensed Mark, LanzaTech IPR, or LanzaTech Technology that would conflict with the license granted to LanzaJet hereunder; (viii) to LanzaTech’s knowledge as of the Effective Date, use of the LanzaTech IPR and LanzaTech Technology in accordance with the designs and specifications contained within the LanzaTech Technology does not infringe any third party Intellectual Property Rights, (ix) LanzaTech will use [***] to ensure that the LanzaTech IPR will be kept in good standing throughout the term of the Agreement; (x) LanzaTech has used and will use [***] to protect the confidentiality of the LanzaTech Technology; (xi) LanzaTech will not assign the Battelle Agreement to any third party, separate and apart from a Sale of the Business, without LanzaJet’s prior written consent, not to be unreasonably withheld, conditioned, or delayed; and (xii) LanzaTech will use [***] to maintain the license under the Battelle Agreement in the event of any rejection of the Battelle

Disclaimers.

EXCEPT AS PROVIDED IN SECTION 7.1 ABOVE, NEITHER PARTY MAKES ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.

WITHOUT LIMITING THE FOREGOING, EXCEPT AS PROVIDED IN SECTION 7.1 ABOVE, LANZATECH EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE), WITH RESPECT TO THE VALIDITY, ENFORCEABILITY, OR SCOPE OF THE LICENSED SUBJECT MATTER, THE ACCURACY, COMPLETENESS, SAFETY, USEFULNESS FOR ANY PURPOSE OR LIKELIHOOD OF SUCCESS OF THE LICENSED SUBJECT MATTER AND ANY OTHER LANZATECH TECHNOLOGY, TECHNIQUES, MATERIALS, METHODS, PRODUCTS, PROCESSES OR PRACTICES AT ANY TIME MADE AVAILABLE BY LANZATECH, AND LANZATECH SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE AND ALL OTHER WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER RIGHTS.

WITHOUT LIMITING LANZATECH’S LIABILITY UNDER ANY OTHER AGREEMENT BETWEEN THE PARTIES, EXCEPT AS PROVIDED IN SECTION 7.1 ABOVE, NOTHING HEREIN WILL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY LANZATECH THAT LANZAJET’S OR ANY SUBLICENSEE’S SPECIFIC IMPLEMENTATION OF THE LICENSED SUBJECT MATTER WILL BE SUCCESSFUL.

LanzaJet Indemnity.

any breach by LanzaJet of any obligations of the Allocated Rights and Obligations giving rise to any obligation or effect on LanzaTech’s rights under the Battelle Agreement;

any injury, loss, or damage, of any kind or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon, any LanzaTech Indemnitee or any other Person, arising out of or in connection with or resulting from (A) the production, use, or sale of any apparatus or product, or the practice of the Licensed Subject Matter by LanzaJet, other than to the extent arising from LanzaTech’s breach of Section 7.1(b); (B) the use by LanzaJet of any technical information, techniques, or practices disclosed by LanzaTech, other than to the extent arising from LanzaTech’s breach of Section 7.1(b); or (C) any advertising or other promotional activities by LanzaJet with respect to any of the foregoing;

any product liability concerning any product, process, or service made, used or sold pursuant to any right or license granted under this Agreement, including from the commercialization and utilization of the Licensed Subject Matter by LanzaJet;

any breach by LanzaJet or its Affiliates of the covenant in or prescribed by Article 6.6;

LanzaJet or its Affiliates’ failure to comply with all Applicable Laws, including export control laws;

gross negligence or intentional misconduct by LanzaJet or its Affiliates in connection with their actions or omissions pursuant to this Agreement; and

any failure or omission by LanzaJet to obtain from each of its Sublicensees (other than LanzaTech) obligations to indemnify LanzaTech that are substantially similar to those granted in Sections 8.1(b) through 8.1 (f) above and to name LanzaTech as an intended third party beneficiary with the right to enforce such indemnification obligations directly against the applicable Sublicensee.

LanzaTech Indemnity

any breach by LanzaTech of any obligation under the Battelle Agreement, other than the Allocated Rights and Obligations, including any such breach resulting in termination of or threatened termination of the Battelle Agreement by Battelle;

any claim by a Third Party other than a LanzaJet Indemnitee alleging facts that, if true, would constitute a breach by LanzaTech of its warranties under Section 7.1(b);

LanzaTech’s or its Affiliates’ failure to comply with all Applicable Laws, including export control laws; and

gross negligence or intentional misconduct by LanzaTech or its Affiliates in connection with their actions or omissions pursuant to this Agreement.

Process.

An indemnifying Party (“Indemnitor”) will give the indemnified Party (“Indemnitee”) prompt written notice of any third party claims subject to indemnification hereunder and all information and assistance reasonably requested by Indemnitor, at Indemnitor’s expense, to defend against such claims. Indemnitee has the right (but no obligation) to participate in the defense of such claims at Indemnitee’s expense.

With respect to any notice received from Battelle of a breach of the Battelle Agreement, LanzaTech will immediately provide such notice to LanzaJet, with any reasonable details of which LanzaTech is aware. If the notice describes a breach by LanzaTech of any obligation under the Battelle Agreement which LanzaJet is not obligated or permitted to perform or to assist LanzaTech to perform by delegation or otherwise hereunder, LanzaTech will provide details of its plans to remediate such breach or alleged breach.

Disclaimer of Certain Damages.

Caps on Liability.

Exceptions.

Insurance.

Definition.

Restricted Use and Nondisclosure.

LanzaTech recognizes and acknowledges that: (i) it has been or will be provided access under this Agreement and the other Transaction Agreements to certain Confidential Information of LanzaJet; (ii) all rights in such Confidential Information shall remain the sole and exclusive property of LanzaJet; and (iii) the Confidential Information of LanzaJet is confidential, proprietary information and includes Trade Secrets that are not generally known or easily accessible.

LanzaJet recognizes and acknowledges that: it has been or will be provided access under this Agreement or the other Transaction Agreements to certain Confidential Information of LanzaTech; (ii) all rights in such Confidential Information shall remain the sole and exclusive property of LanzaTech; and (iii) the Confidential Information of LanzaTech is confidential, proprietary information and includes Trade Secrets that are not generally known or easily accessible.

Each Party shall, and shall cause its Affiliates and their Representatives to, (i) keep confidential and secret and not reveal to any other Person any Confidential Information of the other Party, (ii) protect, preserve and maintain all Confidential Information comprising Trade Secrets of the other Party, and not disclose or authorize the disclosure of any such Trade Secret to any Person other than pursuant

Without limiting the foregoing, LanzaJet will restrict access to any LanzaTech Technology to those LanzaJet and Sublicensee Representatives who need to access such LanzaTech Technology in order for LanzaJet and the Sublicensees to exercise the License or Sublicense as applicable (“Authorized Representatives”). The Authorized Representatives shall not be current employees, directors, officers, or significant equity holders of any Person (other than LanzaJet or the relevant Sublicensee or their Affiliates) who, to the knowledge of LanzaJet, develops or is a licensor or licensee of alcohol to fuel technology. LanzaJet will advise each Authorized Representative having access to the LanzaTech Technology of LanzaJet’s obligations under this Agreement (and in particular its obligations under this Article 10).

Each Party agrees that it shall not, and shall not permit its Representatives to, use any Confidential Information of the other Party for any reason or purpose other than (i) with respect to the LanzaTech IPR and LanzaTech Technology, as expressly permitted under this Agreement and any Sublicense that complies with the requirements of this Agreement, and (ii) with respect to other Confidential Information, as expressly contemplated by this Agreement or the other Transaction Agreements or for performing obligations or exercising or enforcing rights hereunder or thereunder.

The confidentiality obligations set forth in this Article 10 shall not limit any Party or its Representatives’ right to disclose Confidential Information that such Party is required to disclose under any Applicable Laws or pursuant to the regulations, policies or rules of any regulatory agency or any stock exchange of competent jurisdiction (provided that in the event disclosure is required pursuant to this clause by Applicable Laws or the regulations, policies or rules of any regulatory agency or any stock exchange, such Party shall, to the extent reasonably possible, (A) provide the Party from whom or from whose Affiliates such information is obtained with prompt notice of such requirement prior to making any disclosure so that such other Party or any of its Affiliates may seek an appropriate protective order and (B) provide the minimum disclosure of such Confidential Information as is practicable under the circumstances and use [***] to obtain confidential treatment of such disclosed information).

If a Party becomes aware of an unauthorized use or disclosure of another Party’s Confidential Information in its possession or control, such Party shall promptly notify the disclosing Party, which may take, [***], all steps which are necessary to recover the Confidential Information disclosed or used in breach of this Agreement and to prevent its subsequent unauthorized use or dissemination, including availing itself of actions for seizure and Injunctive Relief.

The obligations set forth in this Article 10 shall be continuing and survive the termination of this Agreement for the longer of (i) [***] as to LanzaJet, and as to Lanza Tech, [***], and (ii) for Confidential Information that is a Trade Secret, [***].

Highly Sensitive Trade Secrets.

store all copies of the Highly Sensitive Trade Secrets in a locked room or vault or, for electronic copies, encrypted on a secure server, in each case to which only the Parties’ employees that are individually named and approved in writing by the owner of the Highly Sensitive Trade Secrets (“Named Employees”) have access (such approval not to be unreasonably withheld);

ensure that each Named Employee signs a written confidentiality agreement, enforceable by the owner of the Highly Sensitive Trade Secrets as an intended third party beneficiary, specifically describing the Named Employee’s obligations to secure and protect the confidentiality of, and not use for any purpose not authorized hereunder, the Highly Sensitive Trade Secrets;

keep complete and accurate records of each Person who accesses the Highly Sensitive Trade Secrets and for what purpose, and provide such records to the owner of the Highly Sensitive Trade Secrets upon request; and LanzaJet will ensure that each Sublicense confers rights upon LanzaTech (including the right to approve Named Employees), enforceable by LanzaTech as an intended third party beneficiary, and obligations upon any Sublicensee, in each case that mirror the rights and obligations in this Article 10 and particularly this Section 10.3.

Inspection.

Responsibility.

Confidentiality of Agreement.

to Sublicensees;

to Representatives who have a need to know the Confidential Information to provide services to the receiving Party, provided that such Representatives have entered into a binding agreement with the receiving Party containing provisions at least as protective of the Confidential Information as set out herein, and without the right to further disclose such Confidential Information;

as may be required by law or regulation or in connection with public offerings or securities filings;

in confidence, to a Party’s directors, officers, employees, legal counsel, accountants, investors and financial advisors; and

in confidence, in connection with the enforcement of this Agreement or rights under this Agreement.

Existing Obligations.

Term.

Termination by LanzaTech.

LanzaJet materially breaches Article 3 of this Agreement and, if such breach is curable, fails to cure such breach within [***] of LanzaTech’s written notice of such breach; or

if [***], and no Commercial Facilities are operational on or before [***].

Termination by LanzaJet

Effects of Termination or Expiration.

If this Agreement is terminated under Section 11.2(b), this Agreement will survive solely with respect to continued operation of the Demonstration Facility until it is decommissioned, after which Section 11.4(b) shall apply.

If this Agreement is terminated for any other reason: (i) all liabilities accrued prior to the effective date of the termination will survive; (ii) LanzaJet’s license under the Licensed Subject Matter will cease immediately and all licensed rights will revert to LanzaTech, subject to Section 11.4(c); (iii) LanzaJet’s license to the Licensed Mark will cease [***] the date of such termination, unless LanzaTech agrees to a longer period in connection with any transition plan negotiated and approved in accordance with Exhibit A, and LanzaJet agrees to assign and hereby assigns to LanzaTech all rights, title, and interest LanzaJet may have developed in

Any sublicenses granted by LanzaJet in accordance with Section 3.2 prior to the date this Agreement is terminated will survive termination of this Agreement in full force and effect, subject to its terms. Those portions of the Sublicense that relate to the sublicense of Battelle IPR and the rights to enforce obligations flowed down from the Battelle Agreement will be assigned to Battelle, those portions of the Sublicense that relate to the sublicense of the LanzaTech IPR and LanzaTech Technology and the rights to enforce obligations flowed down from this Agreement will be assigned to LanzaTech, and all remaining rights and obligations of LanzaJet under such Sublicenses will remain with LanzaJet or be assigned to a Third Party approved by the Board. The Initial Sublicensees will be third party beneficiaries of this Section 11.4(c), and may enforce it against either or both of LanzaTech or LanzaJet as required to effect the assignments described in this Section.

Injunctive Relief.

Dispute Resolution.

Governing Law.

Submissions to Jurisdiction.

Waiver of Jury Trial.

Assistance.

Assignment.

Notices.

in the case of a Notice to LanzaTech:

Bankruptcy Code.

Waiver.

Severability.

No Partnership or Agency.

Third-Party Beneficiaries.

Entire Agreement.

Amendments.

Counterparts.