Subscription Agreement between AMCI Acquisition Corp. II and Oxy Low Carbon Ventures, LLC

Exhibit 10.1

AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT

This AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into on February 4, 2023, by and between AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).

WHEREAS, on March 8, 2022, the Company entered into a definitive agreement with LanzaTech NZ, Inc., a Delaware corporation (“LanzaTech”), and the other parties thereto, providing for a business combination between the Company and LanzaTech (as amended on December 7, 2022, the “Merger Agreement” and the transactions contemplated by the Merger Agreement, the “Transaction”);

WHEREAS, in connection with the Transaction, on March 8, 2022, the Company and Subscriber entered into a subscription agreement, which was subsequently amended by Amendment No. 1 thereto on December 7, 2022 (as so amended, the “Subscription Agreement”), pursuant to which Subscriber agreed to subscribe for and purchase from the Company, immediately prior to the consummation of the Transaction, 2,500,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), as set forth on the signature page thereto (the “Subscribed Shares”), for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Subscribed Shares being referred to herein as the “Purchase Price”), and the Company agreed to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company;

WHEREAS, prior to or concurrent with the execution of the Subscription Agreement, the Company entered into subscription agreements with certain other investors, pursuant to which such Subscribers have agreed to purchase shares of Class A Common Stock on the closing date of the Transaction; and

WHEREAS, the Company and Subscriber desire to amend certain provisions of the Subscription Agreement to provide for the subscription for and purchase from the Company, immediately prior to the consummation of the Transaction, of an additional 300,000 shares of Class A Common Stock, for an aggregate of 2,800,000 shares of Class A Common Stock, all to be purchased at the Per Share Price.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

[Signature pages follow.]

IN WITNESS WHEREOF, the Company has accepted this Subscription Agreement as of the date first set forth above.

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

[Signature Page to Subscription Agreement]

Annex A

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