UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 22, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(847 ) 324-2400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||||
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Series A Convertible Senior Preferred Stock Purchase Agreement
As previously disclosed, on May 7, 2025, LanzaTech Global, Inc. (the “Company”) and LanzaTech Global SPV, LLC, an entity controlled by an existing investor (the “Purchaser”), entered into a Series A Convertible Senior Preferred Stock Purchase Agreement (as amended by Amendment No. 1 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated June 2, 2025, the “Purchase Agreement”) pursuant to which the Company issued and sold on such date 20,000,000 shares of its preferred stock designated as “Series A Convertible Senior Preferred Stock” (the “Preferred Stock”), to the Purchaser for an aggregate purchase price of $40,000,000.
On September 22, 2025, the Company and the Purchaser entered into Amendment No. 2 to the Series A Convertible Senior Preferred Stock Purchase Agreement (the “Purchase Agreement Amendment”) whereby the parties mutually agreed to (i) extend the date by which the Company may complete a “Subsequent Financing” of common stock of the Company with proceeds to it of not less than $35,000,000 and not more than $60,000,000, to no later than October 15, 2025 and to permit multiple financing closings and (ii) make certain other technical, conforming, clarifying or other changes, including to reflect the shareholder approvals from the Company’s annual meeting of shareholders held on July 28, 2025 and those to effectuate the terms of the Purchase Agreement Amendment and CoD Amendment (as defined below).
Amendment to Amended and Restated Certificate of Designation
On September 22, 2025, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock (the “CoD Amendment”) with the Office of the Secretary of State of the State of Delaware. The CoD Amendment reflects the Purchase Agreement Amendment described above.
Waiver Agreement
In connection with the Purchase Agreement Amendment, the Company and the Purchaser entered into a Waiver Agreement, effective as of September 22, 2025 (the “Waiver Agreement”), pursuant to which the Purchaser waived the obligation of the Company under the Registration Rights Agreement, dated as of May 7, 2025 and as modified as of May 31, 2025, between the Company and the Purchaser to file a registration statement with respect to certain shares of common stock (the “Registration Statement”) no later than the earlier of (i) 45 calendar days following receipt of the Requisite Stockholder Approvals (as defined in the Purchase Agreement Amendment) and (ii) 10 business days following the issuance of the shares of common stock upon exercise of a warrant (the “Warrant Shares”), and the Company agreed to file the Registration Statement no later than 10 business days following the issuance of the Warrant Shares. The Purchaser and the Company also agreed to certain other technical, conforming, clarifying and other changes, including to reflect the foregoing.
The foregoing summaries of the Purchase Agreement Amendment, the CoD Amendment and the Waiver Agreement do not purport to be complete and are qualified in their entirety by the full text thereof, copies of which are being filed as Exhibits 10.1, 3.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein. The Purchase Agreement Amendment, the CoD Amendment and the Waiver Agreement are not intended to be a source of factual, business or operational information about the Company or its subsidiaries.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To the extent required by Item 5.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||||||||
| 3.1 | ||||||||||||||
| 10.1 | ||||||||||||||
| 10.2 | ||||||||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LANZATECH GLOBAL, INC. | |||||||||||
Dated: September 26, 2025 | By: | /s/ Amanda Koenig Fuisz | |||||||||
| Name: | Amanda Koenig Fuisz | ||||||||||
| Title: | Interim General Counsel | ||||||||||
4
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE SENIOR PREFERRED STOCK OF LANZATECH GLOBAL, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware LanzaTech Global, Inc. (the “Issuer” or the “Company”), a corporation duly organized and validly existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the corporation is LanzaTech Global, Inc. 2. The original Certificate of Incorporation of the Issuer was filed with the Office of the Secretary of State of the State of Delaware (the “State Office”) on January 28, 2021. The Issuer filed a First Amended and Restated Certificate of Incorporation of the Issuer with the State Office on August 3, 2021. The Issuer filed a Second Amended Restated Certificate of Incorporation of the Issuer with the State Office on February 8, 2023 and the Issuer filed (a) a Certificate of Amendment thereto with the State Office on October 3, 2024, (b) a Certificate of Amendment thereto with the State Office on August 15, 2025, that became effective at 4:59 p.m. Eastern Time on August 18, 2025 and (c) a Certificate of Amendment thereto with the State Office on August 15, 2025, that became effective at 5:00 p.m. Eastern Time on August 18, 2025. The Issuer filed a Restated Certificate of Incorporation of the Issuer with the State Office on August 15, 2025, that became effective at 5:01 p.m. Eastern Time on August 18, 2025 (the “Current Charter”). 3. The Issuer filed a Certificate of Designation of Series A Convertible Senior Preferred Stock of the Issuer with the State Office on May 7, 2025. The Issuer filed an Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock of the Issuer with the State Office on June 2, 2025 (the “Certificate of Designation”). 4. On September 20, 2025, the Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141(f) and 242 of the DGCL, duly adopted resolutions to amend the Certificate of Designation, declaring the proposed amendment to be advisable. The resolutions setting forth the proposed amendment are as follows: “RESOLVED, that Section 12 of the Certificate of Designation shall be amended to replace the defined term “Requisite Stockholder Approval” as set forth therein with a defined term “Requisite Stockholder Approval”, to read in its entirety as follows: ““Requisite Stockholder Approval” means, collectively, (a) the Nasdaq Stockholder Approval and (b) approval by the requisite Company stockholders of one or more amendments to the Certificate of
2 Incorporation (as in effect as of the Initial Issue Date after filing the Certificate of Designation) to (i) authorize that number of shares of Common Stock that is sufficient to consummate (A) the transactions contemplated by the Purchase Agreement, (B) the exercise of the Warrant, and (C) the consummation of the Subsequent Financing, (ii) set the par value of the Common Stock to an amount equal to the Exercise Price (as defined in the Warrant) and (iii) effect a reverse stock split of the Common Stock (taking into account the authorizations in (b)(i)) at a ratio of 100:1 (the “Reverse Stock Split”) and a corresponding decrease in the number of authorized shares of Common Stock.”” “FURTHER RESOLVED, that Section 12 of the Certificate of Designation shall be amended to replace the defined term “Subsequent Financing” as set forth therein with a defined term “Subsequent Financing”, to read in its entirety as follows: ““Subsequent Financing” means a bona fide financing or series of related financings consummated, if at all, no later than October 15, 2025, pursuant to which the Company sells Common Stock to one or more “accredited investors” (as defined under Rule 501(a) of Regulation D promulgated under the Securities Act) reasonably satisfactory to the Majority Holders, at a price per share of $5.00 (after giving effect to the Reverse Stock Split but subject to appropriate adjustment in the event of any subsequent stock dividend, stock split, combination or other similar transaction), payable in cash, with an aggregate original issue price of not less than $35,000,000 and not more than $60,000,000.”” 5. The foregoing amendments have been duly adopted in accordance with Section 242 of the DGCL. 6. This Certificate of Amendment shall be effective upon the filing thereof with the State Office. [Remainder of page intentionally left blank]
[Signature Page to Certificate of Amendment to Series A COD] IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by a duly authorized officer this 22nd day of September, 2025. LANZATECH GLOBAL, INC. By: /s/ Jennifer Holmgren______ Name: Jennifer Holmgren Title: Chief Executive Officer
Exhibit 10.1 AMENDMENT NO. 2 TO THE SERIES A CONVERTIBLE SENIOR PREFERRED STOCK PURCHASE AGREEMENT This AMENDMENT NO. 2 TO THE SERIES A CONVERTIBLE SENIOR PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment No. 2 to the SPA”), dated as of September 22, 2025 (the “Second Amendment Effective Date”), is made by and between LanzaTech Global, Inc., a Delaware corporation (the “Company”), and LanzaTech Global SPV, LLC, a Wyoming limited liability company (the “Purchaser”), and amends that certain Series A Convertible Senior Preferred Stock Purchase Agreement, dated May 7, 2025, by and between the Company and the Purchaser, as amended by that certain Amendment No. 1 thereto, dated June 2, 2025 (collectively, the “Agreement”). Capitalized terms used in this Amendment No. 2 to the SPA and not defined shall have the meanings specified in the Agreement. PRELIMINARY STATEMENTS A. Pursuant to the Agreement, the Company issued and sold to the Purchaser, and the Purchaser purchased from the Company, 20,000,000 Series A Preferred Shares for an aggregate purchase price of $40,000,000. B. Section 5.8 of the Agreement provides, in pertinent part, that the Agreement may be amended with the written consent of the Company and the holders of a majority of Series A Preferred Shares then outstanding. C. The Purchaser currently holds 100% of the Series A Preferred Shares outstanding as of the Second Amendment Effective Date. D. Each of the Company and the Purchaser desire to amend the Agreement as of the Second Amendment Effective Date as set forth in this Amendment No. 2 to the SPA. The Parties agree as follows: SECTION 1.1 A&R COD Amendment. On the Second Amendment Effective Date, the Company shall deliver to the Purchaser evidence, reasonably satisfactory to the Purchaser, that a Certificate of Amendment to the Certificate of Designation of the Company (the “A&R COD Amendment”), in the form attached hereto as Exhibit A, has been filed with and duly accepted by the Office of the Secretary of State of the State of Delaware. SECTION 1.2 Amendment to Article VI of the Agreement. Article VI of the Agreement is hereby amended by replacing the defined terms “Certificate of Amendment”, “Requisite Stockholder Approvals” and “Subsequent Financing” therein with the defined terms “Certificate of Amendment”, “Requisite Stockholder Approvals” and “Subsequent Financing”, respectively, to read in their entirety as provided below: “Certificate of Amendment” means, collectively, one or more certificates of amendment to the Charter, immediately following the effectiveness of which each of the Reverse Stock Split, the Increased Capital Stock Authorization and the Par Value Adjustment Authorization, in each case as defined in the definition of “Requisite Stockholder Approvals”, will have become effective.” ““Requisite Stockholder Approvals” means, collectively, (a) the Nasdaq Stockholder Approval and (b) approval by the requisite Company
2 stockholders of one or more amendments to the Charter (as in effect as of the Closing Date after filing the Certificate of Designation) to (i) authorize that number of shares of Common Stock that is sufficient to consummate (A) the transactions contemplated hereby, (B) the exercise of the Warrant, and (C) the consummation of the Subsequent Financing (the “Increased Capital Stock Authorization”), (ii) set the par value of the Common Stock to an amount equal to the Exercise Price (as defined in the Warrant) (the “Par Value Adjustment Authorization”) and (iii) effect a reverse stock split of the Common Stock (taking into account the authorizations in (b)(i)) at a ratio of 100:1 (the “Reverse Stock Split”) and a corresponding decrease in the number of authorized shares of Common Stock.” ““Subsequent Financing” means a bona fide financing or series of related financings consummated, if at all, no later than October 15, 2025, pursuant to which the Company sells Common Stock to one or more “accredited investors” (as defined under Rule 501(a) of Regulation D promulgated under the Securities Act) reasonably satisfactory to the Majority Holders, at a price per share of $5.00 (after giving effect to the Reverse Stock Split but subject to appropriate adjustment in the event of any subsequent stock dividend, stock split, combination or other similar transaction), payable in cash, with an aggregate original issue price of not less than $35,000,000 and not more than $60,000,000.” SECTION 1.3 Miscellaneous. (a) This Amendment No. 2 to the SPA, the Agreement (including the exhibits thereto), the Charter, the Certificate of Designation, the Investors’ Rights Agreement and the Waiver Agreement, dated as of May 31, 2025, by and between the Company and the Purchaser, constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. (b) Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Articles V and VI (as amended hereby) of the Agreement are hereby incorporated by reference and shall apply to this Amendment No. 2 to the SPA, mutatis mutandis. (c) On and after the Second Amendment Effective Date, (i) each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the “Series A Convertible Senior Preferred Stock Purchase Agreement”, and each reference in the other Related Agreements to the “Series A Convertible Senior Preferred Stock Purchase Agreement”, “thereunder”, “thereof” or words of like import referring to the “Series A Convertible Senior Preferred Stock Purchase Agreement” shall, in each case, mean and be a reference to the Agreement as amended by this Amendment No. 2 to the SPA and (ii) each reference in the Agreement or the other Related Agreements to the “Certificate of Designation”, “thereunder” or words of like import referring to the “Certificate of Designation” shall, in each case, mean and be a reference to the Certificate of Designation as amended by the A&R COD Amendment and as further amended, restated or amended and restated from time to time in accordance with its terms. (d) The execution, delivery and effectiveness of this Amendment No. 2 to the SPA shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Purchaser under the Agreement or any of the Related Agreements.
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO SPA] IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 to the SPA as of the date first above written. COMPANY: LANZATECH GLOBAL, INC. By: /s/ Jennifer Holmgren Name: Jennifer Holmgren Title: Chief Executive Officer
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO SPA] IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 to the SPA as of the date first above written. PURCHASER: LANZATECH GLOBAL SPV, LLC By: Michael F. Solomon Name: Michael F. Solomon Title: Managing Director
Exhibit A A&R COD AMENDMENT See attached.
CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE SENIOR PREFERRED STOCK OF LANZATECH GLOBAL, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware LanzaTech Global, Inc. (the “Issuer” or the “Company”), a corporation duly organized and validly existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the corporation is LanzaTech Global, Inc. 2. The original Certificate of Incorporation of the Issuer was filed with the Office of the Secretary of State of the State of Delaware (the “State Office”) on January 28, 2021. The Issuer filed a First Amended and Restated Certificate of Incorporation of the Issuer with the State Office on August 3, 2021. The Issuer filed a Second Amended Restated Certificate of Incorporation of the Issuer with the State Office on February 8, 2023 and the Issuer filed (a) a Certificate of Amendment thereto with the State Office on October 3, 2024, (b) a Certificate of Amendment thereto with the State Office on August 15, 2025, that became effective at 4:59 p.m. Eastern Time on August 18, 2025 and (c) a Certificate of Amendment thereto with the State Office on August 15, 2025, that became effective at 5:00 p.m. Eastern Time on August 18, 2025. The Issuer filed a Restated Certificate of Incorporation of the Issuer with the State Office on August 15, 2025, that became effective at 5:01 p.m. Eastern Time on August 18, 2025 (the “Current Charter”). 3. The Issuer filed a Certificate of Designation of Series A Convertible Senior Preferred Stock of the Issuer with the State Office on May 7, 2025. The Issuer filed an Amended and Restated Certificate of Designation of Series A Convertible Senior Preferred Stock of the Issuer with the State Office on June 2, 2025 (the “Certificate of Designation”). 4. On September 20, 2025, the Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141(f) and 242 of the DGCL, duly adopted resolutions to amend the Certificate of Designation, declaring the proposed amendment to be advisable. The resolutions setting forth the proposed amendment are as follows: “RESOLVED, that Section 12 of the Certificate of Designation shall be amended to replace the defined term “Requisite Stockholder Approval” as set forth therein with a defined term “Requisite Stockholder Approval”, to read in its entirety as follows: ““Requisite Stockholder Approval” means, collectively, (a) the Nasdaq Stockholder Approval and (b) approval by the requisite Company stockholders of one or more amendments to the Certificate of Incorporation (as in effect as of the Initial Issue Date after filing the
Certificate of Designation) to (i) authorize that number of shares of Common Stock that is sufficient to consummate (A) the transactions contemplated by the Purchase Agreement, (B) the exercise of the Warrant, and (C) the consummation of the Subsequent Financing, (ii) set the par value of the Common Stock to an amount equal to the Exercise Price (as defined in the Warrant) and (iii) effect a reverse stock split of the Common Stock (taking into account the authorizations in (b)(i)) at a ratio of 100:1 (the “Reverse Stock Split”) and a corresponding decrease in the number of authorized shares of Common Stock.”” “FURTHER RESOLVED, that Section 12 of the Certificate of Designation shall be amended to replace the defined term “Subsequent Financing” as set forth therein with a defined term “Subsequent Financing”, to read in its entirety as follows: ““Subsequent Financing” means a bona fide financing or series of related financings consummated, if at all, no later than October 15, 2025, pursuant to which the Company sells Common Stock to one or more “accredited investors” (as defined under Rule 501(a) of Regulation D promulgated under the Securities Act) reasonably satisfactory to the Majority Holders, at a price per share of $5.00 (after giving effect to the Reverse Stock Split but subject to appropriate adjustment in the event of any subsequent stock dividend, stock split, combination or other similar transaction), payable in cash, with an aggregate original issue price of not less than $35,000,000 and not more than $60,000,000.”” 5. The foregoing amendments have been duly adopted in accordance with Section 242 of the DGCL. 6. This Certificate of Amendment shall be effective upon the filing thereof with the State Office. [Remainder of page intentionally left blank]
[Signature Page to Certificate of Amendment to Series A COD] IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by a duly authorized officer this 22nd day of September, 2025. LANZATECH GLOBAL, INC. By: ________________________ Name: Jennifer Holmgren Title: Chief Executive Officer
Exhibit 10.2 WAIVER AGREEMENT This WAIVER AGREEMENT (this “Agreement”) is entered into as of September 26, 2025, by and between LanzaTech Global, Inc., a Delaware corporation (the “Company”), and LanzaTech Global SPV, LLC, a Wyoming limited liability company (including its successors and assigns, the “Purchaser”). Reference is hereby made to (a) that certain Series A Convertible Senior Preferred Stock Purchase Agreement, dated as of May 7, 2025, by and between the Company and the Purchaser (as amended by Amendment No. 1 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated June 2, 2025, and Amendment No. 2 to the Series A Convertible Senior Preferred Stock Purchase Agreement, dated September 22, 2025 (“Amendment No. 2”), the “Purchase Agreement”) and (b) that certain Registration Rights Agreement, dated as of May 7, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Registration Rights Agreement”), by and between the Company and the Purchaser. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Registration Rights Agreement. WHEREAS, Section 6(e) of the Registration Rights Agreement provides, in pertinent part, that the provisions of the Registration Rights Agreement may not be amended, modified, supplemented or waived unless the same shall be in writing and signed by the Company and Holders holding no less than a majority of the then outstanding Registrable Securities; WHEREAS, as of the date hereof, the Purchaser holds all of the outstanding securities (or rights to acquire all of the outstanding securities) that, upon conversion (or upon issuance and exercise), would be Registrable Securities; WHEREAS, Amendment No. 2 amended the definition of Requisite Stockholder Approvals; WHEREAS, the Company and the Purchaser desire to waive certain rights and obligations arising under the Registration Rights Agreement on the terms and conditions set forth herein. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows: 1. Effective as of September 22, 2025, the Purchaser hereby irrevocably (a) waives the obligation of the Company to file the Initial Registration Statement no later than the earlier of (i) 45 calendar days following receipt of the Requisite Stockholder Approvals (as defined in the Purchase Agreement) and (ii) 10 business days following the issuance of the Warrant Shares, subject to the Company agreeing to file the Initial Registration Statement no later than 10 business days following the issuance of the Warrant Shares, and (b) agrees that the defined terms “Filing Deadline” and “Effectiveness Deadline,” in each case as used in the Registration Rights Agreement, shall be deemed to have been amended and shall be construed accordingly; and the Company hereby irrevocably agrees to file the Initial Registration Statement no later than 10 business days following the issuance of the Warrant Shares. 2. This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g.,
2 www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 3. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 4. This Agreement and any dispute or claim arising out of, or in connection with, it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. [Signature Pages Follow]
[SIGNATURE PAGE TO WAIVER AGREEMENT] LANZATECH GLOBAL, INC. By: /s/ Jennifer Holmgren Name: Jennifer Holmgren Title: Chief Executive Officer LANZATECH GLOBAL SPV, LLC By: /s/ Michael F. Solomon Name: Michael F. Solomon Title: Managing Director