LanzaTech Global, Inc 10-Q for FY2024 Q2

LanzaTech Global, Inc. (LNZA)

10-Q 2024-08-08 For: 2024-06-30

Added on April 10, 2026

About this 10-Q

LanzaTech Global, Inc filed this 10-Q on August 8, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $17.38M; up 34.5% from $12.92M a year earlier
Net loss: $27.8M; compared with a net loss of $26.79M a year earlier
Diluted EPS: -$0.14; compared with -$0.14 a year earlier

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Delaware						92-2018969
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	LNZA	Nasdaq Capital Market
Warrants	LNZAW	Nasdaq Capital Market


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


Part I - Financial Information			4
Item 1. Financial Statements.			4
Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023			4
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2024 and 2023 (unaudited)			5
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity/Deficit for the three and six months ended June 30, 2024 and 2023 (unaudited)			6
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited)			8
Notes to the Condensed Consolidated Financial Statements (unaudited)			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			34
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			50
Item 4. Controls and Procedures.			51
Part II - Other Information
Item 1. Legal Proceedings.			53
Item 1A. Risk Factors.			53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			56
Item 3. Defaults Upon Senior Securities.			56
Item 4. Mine Safety Disclosures.			56
Item 5. Other Information.			56
Item 6. Exhibits.			58
Signatures			59


	As of
	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	62,186	$	75,585
Held-to-maturity investment securities	12,890		45,159
Trade and other receivables, net of allowance	8,162		11,157
Contract assets	27,095		28,238
Other current assets	14,662		12,561
Total current assets	124,995		172,700
Property, plant and equipment, net	23,032		22,823

Right-of-use assets	26,356		18,309
Equity method investment	16,592		7,066
Equity security investment	14,990		14,990
Other non-current assets	5,910		5,736
Total assets	$	211,875	$	241,624
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	4,010	$	4,060
Other accrued liabilities	9,088		7,316

Warrants	3,192		7,614
Contract liabilities	6,012		3,198
Accrued salaries and wages	5,931		5,468
Current lease liabilities	156		126
Total current liabilities	28,389		27,782
Non-current lease liabilities	29,227		19,816
Non-current contract liabilities	8,070		8,233
Fixed Maturity Consideration	8,246		7,228
FPA Put Option liability	60,503		37,523
Brookfield SAFE liability	9,250		25,150
Other long-term liabilities	654		1,421
Total liabilities	144,339		127,153




Shareholders’ Equity
Common stock, $0.0001 par value; 400,000,000 and 400,000,000 shares authorized, 197,765,067 and 196,642,451 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	19		19
Additional paid-in capital	950,481		943,960
Accumulated other comprehensive income	2,215		2,364
Accumulated deficit	(885,179)		(831,872)
Total shareholders’ equity	$	67,536	$	114,471
Total liabilities and shareholders' equity	$	211,875	$	241,624


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Revenue:
Revenue from contracts with customers and grants	$	6,235	$	10,372	$	12,485	$	17,957
Revenue from sales of CarbonSmart products	938		1,007		1,801		1,007
Revenue from collaborative arrangements	1,329		462		3,552		1,550
Revenue from related party transactions	8,873		1,076		9,781		2,049

Total revenue	17,375		12,917		27,619		22,563

Cost and operating expenses:
Cost of revenue from contracts with customers and grants (exclusive of depreciation shown below)	(4,019)		(9,631)		(9,017)		(16,973)
Cost of revenue from sales of CarbonSmart products (exclusive of depreciation shown below)	(614)		(727)		(1,533)		(727)
Cost of revenue from collaborative arrangements (exclusive of depreciation shown below)	(759)		(419)		(1,555)		(826)
Cost of revenue from related party transactions (exclusive of depreciation shown below)	(99)		(50)		(156)		(91)
Research and development expense	(21,481)		(18,908)		(38,542)		(35,194)
Depreciation expense	(1,458)		(1,348)		(2,988)		(2,605)
Selling, general and administrative expense	(11,747)		(12,452)		(22,784)		(29,287)
Total cost and operating expenses	(40,177)		(43,535)		(76,575)		(85,703)
Loss from operations	(22,802)		(30,618)		(48,956)		(63,140)
Other income (expense):
Interest income, net	513		1,701		1,661		1,915
Other (expense) income, net	(3,791)		2,001		(3,612)		(28,395)
Total other income (expense), net	(3,278)		3,702		(1,951)		(26,480)
Loss before income taxes	(26,080)		(26,916)		(50,907)		(89,620)

(Loss) gain from equity method investees, net	(1,719)		130		(2,400)		(478)
Net loss	$	(27,799)	$	(26,786)	$	(53,307)	$	(90,098)

Other comprehensive loss:
Foreign currency translation adjustments	(191)		96		(150)		47
Comprehensive loss	$	(27,990)	$	(26,690)	$	(53,457)	$	(90,051)

Unpaid cumulative dividends on preferred stock	—		—		—		(4,117)
Net loss allocated to common shareholders	$	(27,799)	$	(26,786)	$	(53,307)	$	(94,215)

Net loss per common share - basic and diluted	$	(0.14)	$	(0.14)	$	(0.27)	$	(0.60)
Weighted-average number of common shares outstanding - basic and diluted	197,746,569		195,537,601		197,360,539		156,472,730


	Common Stock Outstanding			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Shareholders' Equity
	Shares	Amount
Balance as of December 31, 2023	196,642,451	$	19	943,960		(831,872)		2,364		114,471
Stock-based compensation expense	—	—		2,625		—		—		2,625
Net loss	—	—		—		(25,508)		—		(25,508)
Issuance of common stock upon exercise of options and vesting of RSUs	1,083,026	—		234		—		—		234
Repurchase of equity instruments	—	—		(48)		—		—		(48)
Foreign currency translation	—	—		—		—		42		42
Balance as of March 31, 2024	197,725,477	19		946,771		(857,380)		2,406		91,816
Stock-based compensation expense	—	—		3,672		—		—		3,672
Net loss	—	—		—		(27,799)		—		(27,799)
Issuance of common stock upon exercise of options and vesting of RSUs	39,590	—		38		—		—		38
Foreign currency translation	—	—		—		—		(191)		(191)
Balance as of June 30, 2024	197,765,067	$	19	$	950,481	$	(885,179)	$	2,215	$	67,536


	Redeemable Convertible Preferred Stock			Common Stock Outstanding			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Shareholders' Equity
	Shares	Amount		Shares	Amount
Balance as of December 31, 2022	29,521,810	$	480,631	2,382,358	$	—	$	24,783	$	(456,245)	$	2,740	$	(428,722)
Retroactive application of recapitalization	99,626,583	—		8,039,693	1		(1)		—		—		—
Adjusted balance, beginning of period	129,148,393	480,631		10,422,051	1		24,782		(456,245)		2,740		(428,722)
Stock-based compensation expense	—	—		—	—		3,505		—		—		3,505
RSA vesting	—	—		2,535,825	—		—		—		—		—
Repurchase of equity instruments	—	—		(771,141)	—		(7,650)		—		—		(7,650)
Net loss	—	—		—	—		—		(63,312)		—		(63,312)
Issuance of common stock upon exercise of options	—	—		470,843	—		746		—		—		746
Exercise of a warrant, Series C and D Preferred Stock	594,309	5,890		—	—		—		—		—		—
In-kind payment of preferred dividend	—	241,529		—	—		—		(241,529)		—		(241,529)
Conversion of preferred stock into common stock	(129,742,702)	(728,050)		153,895,644	15		728,035		—		—		728,050
Recapitalization, net of transaction expenses (Note 3)	—	—		28,898,374	3		236,970		—		—		236,973
Forward Purchase Agreement prepayment	—	—		—	—		(60,547)		—		—		(60,547)
Reclassification of warrants to equity	—	—		—	—		1,800		—		—		1,800
Foreign currency translation	—	—		—	—		—		—		(49)		(49)
Balance as of March 31, 2023	—	$	—	195,451,596	$	19	$	927,641	$	(761,086)	$	2,691	$	169,265
Stock-based compensation expense	—	—		—	—		5,122		—		—		5,122
Net loss	—	—		—	—		—		(26,786)		—		(26,786)
Issuance of common stock upon exercise of options	—	—		222,906	—		331		—		—		331
Reclassification of warrants to equity	—	—		—	—		3,063		—		—		3,063
Foreign currency translation	—	—		—	—		—		—		96		96
Balance as of June 30, 2023	—	$	—	195,674,502	$	19	$	936,157	$	(787,872)	$	2,787	$	151,091


	Shares	Percentage
Legacy LanzaTech shares	167,324,363	85.3	%
Public stockholders	10,398,374	5.3	%
PIPE shares	18,500,000	9.4	%
Total	196,222,737	100	%


	Recapitalization
Cash - AMCI trust account1	$	64,090
Cash - PIPE financing	155,000
Less: Transaction costs allocated to equity	(5,709)
Effect of the Business Combination and PIPE financing	$	213,381


	Recapitalization
Cash - AMCI trust account	$	64,090
Public Warrants and Private Placement Warrants recorded on the Closing Date	(4,624)
Cash - PIPE financing	155,000
Conversion of the AM SAFE	29,730
Transaction costs allocated to equity	(7,223)
	$	236,973
Less: par value of shares held by PIPE investors and public stockholders	(3)
Total additional paid-in capital from recapitalization	$	236,970


	June 30,
	2024	2023

Options	19,072,207	17,423,238
RSUs	7,885,931	6,901,360

Brookfield SAFE	5,000,000	5,000,000
Warrants	16,657,686	16,657,686
Total	48,615,824	45,982,284


	Current Contract Assets		Current Contract Liabilities		Non-current Contract Liabilities
Balance as of December 31, 2023	$	28,238	$	3,198	$	8,233
Additions to unbilled accounts receivable	19,460		—		—
Increases due to consideration received	—		7,089		—
Unbilled accounts receivable recognized in trade receivables	(20,494)		—		—
Decrease on revaluation on currency	(109)		(1)		(162)
Reclassification from long-term to short-term	—		1,344		(1,344)
Reclassification to revenue as a result of performance obligations satisfied	—		(8,305)		—
Additions due to LanzaJet sublicense	—		2,687		1,343
Balance as of June 30, 2024	$	27,095	$	6,012	$	8,070


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
North America	$	11,131	$	2,314	$	15,589	$	6,547
Europe, Middle East, Africa (EMEA)	5,014		9,646		9,594		14,356
Asia	826		418		2,032		468
Australia	404		539		404		1,192
Total Revenue	$	17,375	$	12,917	$	27,619	$	22,563


	June 30, 2024
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Accrued Interest
Short-term

Corporate debt securities	$	12,890	$	2	$	(5)	$	12,887	$	146

Total debt securities due within a year	$	12,890	$	2	$	(5)	$	12,887	$	146






Total HTM Debt Securities	$	12,890	$	2	$	(5)	$	12,887	$	146


	December 31, 2023
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Accrued Interest
Short-term
US Treasury bills and notes	$	20,423	$	6	$	—	$	20,429	$	14
Corporate debt securities	21,736		14		(33)		21,717		209
Yankee debt securities	3,000		—		(8)		2,992		43
Total debt securities due within a year	$	45,159	$	20	$	(41)	$	45,138	$	266






Total HTM Debt Securities	$	45,159	$	20	$	(41)	$	45,138	$	266


	June 30, 2024			December 31, 2023
Stock price	$	1.85		$	5.03
Term (in years)	0			2.11
Expected volatility	N/A			50.0		%
Risk-free interest rate	N/A			4.16		%
Expected dividend yield	—		%	—		%


	Fair Value Measurement as of
	June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	31,440	$	—	$	—	$	31,440
Total assets	$	31,440	$	—	$	—	$	31,440

Liabilities:
FPA Put Option liability	$	—	$	—	$	60,503	$	60,503
Fixed Maturity Consideration	—		—		8,246		8,246
Brookfield SAFE liability	—		—		9,250		9,250
Private placement warrants	—		—		1,766		1,766
Public warrants	1,426		—		—		1,426
Total liabilities	$	1,426	$	—	$	79,765	$	81,191


	June 30, 2024		December 31, 2023
Initial purchase amount	$	50,000	$	50,000
Liquidity price	$	10.00	$	10.00
Stock price	$	1.85	$	5.03


	FPA Put Option		Fixed Maturity Consideration		Brookfield SAFE		Private placement warrants
Balance as of January 1, 2024	$	(37,523)	$	(7,228)	$	(25,150)	$	(3,914)
(Loss) gain recognized in other expense, net on the condensed consolidated statement of operations and comprehensive loss	(22,980)		(1,018)		15,900		2,148
Balance as of June 30, 2024	$	(60,503)	$	(8,246)	$	(9,250)	$	(1,766)


	FPA Put Option		Fixed Maturity Consideration		Shortfall Warrants		Warrants on Preferred Shares		AM SAFE liability		AM SAFE warrant		Brookfield SAFE		Private placement warrants
Balance as of January 1, 2023	$	—	$	—	$	—	$	(2,119)	$	(28,986)	$	(1,989)	$	(50,000)	$	—
Recognized as a result of the Business Combination	—		—		—		—		—		—		—		(2,148)

(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss	(26,743)		(6,737)		(3,063)		(3,770)		(744)		189		15,850		(3,199)
Conversion of warrants to preferred shares	—		—		—		5,889		—		—		—		—
Conversion of SAFE liability to equity classification	—		—		—		—		29,730		—		—		—
Reclassification of warrant to equity	—		—		3,063		—		—		1,800		—		—

Balance as of June 30, 2023	$	(26,743)	$	(6,737)	$	—	$	—	$	—	$	—	$	(34,150)	$	(5,347)


	Time-based RSUs		Market-based RSUs
	Shares (in thousands)	Weighted Average Grant Date Fair Value	Shares (in thousands)	Weighted Average Grant Date Fair Value
January 1, 2024	3,155	3.51	3,930	$	1.69
Granted	2,279	3.08	—	—
Vested	(1,052)	3.44	—	—
Cancelled/forfeited	(242)	3.35	(183)	1.61
June 30, 2024	4,140	3.30	3,747	$	1.70


	Shares subject to option (thousands)	Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (thousands)
Outstanding at January 1, 2024	16,412	$	1.96
Vested and expecting to vest at January 1, 2024	16,412	1.96
Exercisable at January 1, 2024	10,869	1.49
Granted	3,254	3.10
Exercised	(186)	1.46
Cancelled/forfeited	(408)	3.41
Outstanding at June 30, 2024	19,072	$	2.13	6.12	$	6,403
Vested and expecting to vest at June 30, 2024	19,072	2.13		6.12	6,403
Exercisable at June 30, 2024	12,638	$	1.69	4.75	$	5,707


	Three Months Ended June 30,				Change
(In thousands, except for percentages)	2024		2023		2024 vs. 2023
GAAP Measures:
Revenue	$	17,375	$	12,917	$	4,458	35	%
Net Loss	(27,799)		(26,786)		(1,013)		4	%
Key Performance Indicators:
One-Time Revenue	8,834		11,459		(2,625)		(23)	%
Recurring Revenue (1)	8,541		1,458		7,083		486	%
Total Revenue	$	17,375	$	12,917	$	4,458	35	%
Cost of Revenues (ex. Depreciation) (2)	(5,491)		(10,827)		5,336		(49)	%
Selling, general & administrative	(11,747)		(12,452)		705		(6)	%
Adjusted EBITDA (3)	$	(17,752)	$	(23,823)	$	6,071	(25)	%


			(in thousands of tonnes per annum)
Capacity as of June 30, 2023			150
Additions			158
Capacity as of June 30, 2024			308


Exhibit						Description
3.1**						Amended and Restated Certificate of Incorporation of LanzaTech Global, Inc., (incorporated by reference to Exhibit 3.1 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023).
3.2**						Amended and Restated Bylaws of LanzaTech Global, Inc. (incorporated by reference to Exhibit 3.2 of LanzaTech Global Inc.’s Current Report on Form 8-K, filed with the SEC on February 13, 2023).
10.1*						Joint Ventur e Agreement , dated November 11, 2023, by Olay an Financing Company and Lan zaTech, Inc
10.2*						D ee d of Amendment and Novation Relating to the Joint Venture Agreement , dated April 16, 2024, by Ola yan Financing Company and La nzaTech, Inc and Saudi Arabian Con struction & Rep air Company LTD.
31.1*						Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2*						Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32.1*+						Certification of Principal Executive Officers and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						The following financial information from LanzaTech Global Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



Baker & McKenzie LLP 100 New Bridge Street London EC4V 6JA United Kingdom www.bakermckenzie.com


Shareholder	Number of Shares	Ownership Proportion	Initial Subscription Consideration
OFC	5000	50%	SAR 500,000
LanzaTech	5000	50%	SAR 500,000


25% but less than 50%			One
50% but less than 75%			Two
75% but less than 100%			Three
100%			Four


Party			Addresses
OFC			Address: Olayan Building, Al Ahsa Street, Al Malaz District, P.O. Box 8772, Riyadh 11492, Kingdom of Saudi Arabia Email: j.bahnan@ofc.com For the attention of: Legal Department with a copy to: Yasser El Farissi (y.elfarissi@ofc.com)
LanzaTech			Address: 8045 Lamon Avenue, Suite 400, Skokie, IL 60077 Email: legalteam@lanzatech.com For the attention of: Legal Department with a copy to: Geoff Trukenbrod (geoff@lanzatech.com) and Omar El-Sharkawy (omar.el-sharkawy@lanzatech.com)


#			Reserved Matter
Corporate
1			Any amendment to the Articles or other constitutional documents of the Company.
2			Any change in the issued share capital of the Company or the creation of any options or rights to subscribe for, acquire or convert any instrument into, Securities, other than in accordance with clause 15.3 and Schedule 3.
3			The request by the Company for any funding which is not expressly provided for in the Budget or Business Plan, or requested in connection with an Emergency Funding Event in accordance with clause 15.3 and Schedule 3.
4			The redemption, purchase, reorganisation, consolidation, sub-division, cancellation or conversion of any of Securities of the Company or a change in any of the rights attaching to any Securities, other than the redemption of Shares on a pro-rata basis in accordance with the Shareholders Equity Proportions consistent with the Distribution Policy.
5			Any change to the name or trading name of the Company.
6			Any change in the number of, or method of designating, the Board.
7			The appointment or removal of the Company's auditors.
8			Any alteration to the Company's accounting reference date or, other than as required by applicable Law, the Accounting Standards.


Carrying on of Business
9			Any material change in the nature or geographical scope of the Business or any decision to commence any Business in any of the Broader Territories.
10			The approval or amendment of the Budget or the Business Plan.
11			The cessation of any business operation of the Company, save as expressly provided in the Business Plan.
12			The decision to pursue and enter into any (i) Direct Project Investment; or (ii) Technology Licence Transaction, by the Company or, in the case of Technology Licensing Transactions, the relevant Shareholder (or its relevant Affiliate(s)).
13			The equity structure (including the identity of any third party investor) of any Equity Project SPV.
Accounting and financial
14			The declaration or payment by the Company of any dividend or other distribution whether in cash or in specie, other than a distribution of cash in accordance with the Distribution Policy.
15			The adoption of any distribution policy other than the Distribution Policy and any amendment to or replacement of the Distribution Policy.
Financing arrangements
16			The entry into, amendment or early repayment of any borrowing of the Company, or refinancing of the same, in each case in excess of the Agreed Threshold.
17			The issue by the Company of any debenture or loan stock (other than other than in accordance with clause 15.3 and Schedule 3) (whether secured or unsecured) or the creation of any Encumbrance over any of the Company's material assets.
18			Other than in the ordinary course of business, the making of any loan by the Company or the creation, renewal or extension of any lending by the Company in each case in excess of the Agreed Threshold.
19			The giving by the Company of any guarantee or indemnity
20			The disposal or creation of any security interest over any book debts of the Company or the entry into of any invoice discounting arrangements.
Acquisitions and disposals
21			Any arrangement for the disposal by the Company of the whole or substantially the whole of its assets or undertaking.


22			The participation in, or termination of any participation in, by the Company of any partnership, profit sharing arrangement or joint venture.
23			The incorporation or formation of any subsidiary undertaking of the Company.
24			Other than in the ordinary course of business, the assignment, sale or disposal of any asset or related group of assets of the Company (whether by a single transaction or series of transactions) having a book value in excess of the Agreed Threshold in aggregate.
25			The acquisition of any asset or related group of assets by the Company (whether by a single transaction or series of transactions) having a book value in excess of the Agreed Threshold in aggregate.
Material Agreements
26			The entry into, amendment, assignment or termination of any contract of a long term, onerous or unusual nature, or the assumption of any material liability otherwise than in the ordinary course of business.
27			The entry into and the terms of any (i) Related Party Transaction (ii) any agreement in respect of the governance and shareholder arrangements with respect to an Equity Project SPV.
28			The entry into any agreement that may result in any material change in the nature or scope of the operations of the Company.
29			The entry into of any contract that is reasonably likely to generate income or expenditure in excess of the Agreed Threshold in any twelve month period, or which otherwise cannot be terminated without penalty on less than three months’ notice.
30			The entry into of any commitment to incur any capital expenditure not otherwise expressly provided in the Budget or Capex Plan set out in the Business Plan.
Employment and Consultants
31			The appointment or termination of any member of the Management Team other than in accordance with Part C - Management Team of Schedule 1.
32			The decision to hire any employees.
33			The appointment, remuneration, compensation, transfer or dismissal of any consultants or any senior employees of the Company with remuneration in excess of the Agreed Threshold in a year.
Litigation


34			The commencement or discontinuation of the prosecution or defence of, or settlement of any litigation or arbitration proceedings or claim by the Company, in each case where the amount claimed exceeds the Agreed Threshold (except in respect of debt collection in the ordinary course of business or applying for or defending an interim injunction where it is not practicable to obtain consent).
Tax
35			The approval of, or any amendment to, or replacement of, the Company's Tax policy.
36			The lodging, filing or making of any material claim, disclaimer, surrender, election or consent by the Company.
37			Any act or the entry into any arrangement that may result in the Company being either resident for Tax purposes in a jurisdiction other than the United Kingdom or subject to Tax in such a jurisdiction.
Insolvency Events
38			The taking of any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, with an Insolvency Event of the Company.


EXECUTED as a deed by [New Shareholder] acting by [insert name of director] in the presence of:			…………………………………
			Director

…………………………………………….
Print name of witness: ……………………
Address:


EXECUTED as a deed by [Company] acting by [insert name of director] in the presence of:			…………………………………
			Director

…………………………………………….
Print name of witness: ……………………
Address:


EXECUTED as a DEED by OLAYAN FINANCING COMPANY, acting by its authorised representative(s)
By			/s/ Saleh A. Alonzi
Name:			Saleh A. Alonzi
Title:			Authorized Legal Representative