First Amendment to Membership Interest and Asset Purchase Agreement, dated May 26, 2022, by and among J.P. Carroll & Co., LLC, Eagle Creek Ranch, L.L.C., NR3 Nutrient Recovery, LLC, Joseph P. Carroll, Jr., Martin A. Redeker, Montauk Ag Renewables, LLC and Montauk Energy Holdings, LLC

Exhibit 2.1

AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of May 26, 2022 (the “Effective Date”) by and among (i) J.P. Carroll & Co., LLC, a North Carolina limited liability company (“JP Seller”), (ii) Eagle Creek Ranch L.L.C., a Colorado limited liability company (“ECR Seller” and, together with JP Seller, “Interest Sellers”), (iii) NR3 Nutrient Recovery, LLC, a North Carolina limited liability company (“Asset Seller” and, together with Interest Sellers, “Sellers” and each individually, a “Seller”), (iv) Joseph P. Carroll, Jr. (“Carroll”), (v) Martin A. Redeker (“Redeker”), (vi) Montauk Ag Renewables, LLC, a Delaware limited liability company (f/k/a Montauk Swine Ag, LLC) (“Buyer”); and (vii) Montauk Energy Holdings, LLC, a Delaware limited liability company (“Company”).

RECITALS:

WHEREAS, Sellers, Carroll, Redeker and Buyer entered into that certain Membership Interest and Asset Purchase Agreement dated as of May 10, 2021 (the “MIAPA”);

WHEREAS, Redeker is an owner of interests in certain of the Sellers and benefited directly or indirectly from the transactions contemplated by the MIAPA, and, in conjunction with the execution of the MIAPA, Redeker and Company entered into that certain Employment Offer and Understanding dated as of May 10, 2021 (the “Redeker EA”);

WHEREAS, Carroll is an owner of interests in certain of the Sellers and benefited directly or indirectly from the transactions contemplated by the MIAPA, and, in conjunction with the execution of the MIAPA, Carroll and Company entered into that certain Employment Offer and Understanding dated as of May 10, 2021 (the “Carroll EA” and, together with the MIAPA and Redeker EA, the “Agreements”); and

WHEREAS, the parties hereto now desire to make certain related amendments to the Agreements to which they are parties pursuant to this Amendment.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

“SECTION 9. INTENTIONALLY DELETED”

‘“Time-Based Restricted Stock Award”: In accordance with the Restricted Stock Agreements, Grant Agreements, and the Montauk Renewables, Inc. Equity and Incentive Compensation Plan, all of which are attached as Exhibit B hereto, a one-time Restricted Stock Award of Montauk Renewables, Inc. equivalent of $6,250,000 divided by the Market Value per Share on the Date of Grant; provided, however, that in no event will the total number of Restricted Shares exceed 625,000 Restricted Shares or be less than 500,000 Restricted Shares, notwithstanding whether the value of such Restricted Shares equals $6,250,000 in the aggregate on the Date of Grant with a five (5) year vesting schedule as follows:

(1) Year 1: 0%

(2) Year 2: 0%

(3) Year 3: 20%

(4) Year 4: 20%

(5) Year 5: 60%”

For the avoidance of doubt, the amendment to Section 3.1(b)(iv) of the Redeker EA is an amendment to the vesting terms of Redeker’s May 10, 2021 Restricted Stock Award only and is not a new or additional grant.

Section 4.2 – Termination With or Without Cause.

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(a) The Company may terminate the Executive’s employment hereunder at any time with or without Cause (other than by reason of death, Disability, or voluntary resignation of the Executive).

Section 4.3     Voluntary Termination.

Section 4.3(a) is modified by deleting the first sentence.

Section 4.3(b) is modified by removing the phrase “by the Company for Cause or” in the first sentence.

“SECTION 4.4. INTENTIONALLY DELETED.”

“SECTION 4.6. INTENTIONALLY DELETED.”

‘“Time-Based Restricted Stock Award”: In accordance with the Restricted Stock Agreements, Grant Agreements, and the Montauk Renewables, Inc. Equity and Incentive Compensation Plan, all of which are attached as Exhibit B hereto, a one-time Restricted Stock award of Montauk Renewables, Inc. equivalent of $6,250,000 divided by the Market Value per Share on the Date of Grant; provided, however, that in no event will the total number of Restricted Shares exceed 625,000 Restricted Shares or be less than 500,000 Restricted Shares, notwithstanding whether the value of such Restricted Shares equals $6,250,000 in the aggregate on the Date of Grant with a five (5) year vesting schedule as follows:

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(1) Year 1: 0%

(2) Year 2: 0%

(3) Year 3: 20%

(4) Year 4: 20%

(5) Year 5: 60%”

For the avoidance of doubt, the amendment to Section 3.1(b)(iv) of the Carroll EA is an amendment to the vesting terms of Carroll’s May 10, 2021 Restricted Stock Award only and is not a new or additional grant.

(a) The Company may terminate the Executive’s employment hereunder at any time with or without Cause (other than by reason of death, Disability, or voluntary resignation of the Executive).

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Section 4.3     Voluntary Termination.

Section 4.3(a) is modified by deleting the first sentence.

Section 4.3(b) is modified by removing the phrase “by the Company for Cause or” in the first sentence.

“SECTION 4.4. INTENTIONALLY DELETED.”

“SECTION 4.6. INTENTIONALLY DELETED.”

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[Signatures appear on the following page]

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IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the Effective Date.

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