17,500,000] Units AMCI Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 5th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April [●], 2021 by and between AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [●], 2021, is made and entered into by and among AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), AMCI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMCI Acquisition Corp. II Greenwich, CT 06830Underwriting Agreement • April 5th, 2021 • AMCI Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and Evercore Group L.L.C., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below).
WARRANT AGREEMENT AMCI ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated April [•], 2021Warrant Agreement • April 5th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated April [•], 2021, is by and between AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 5th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among AMCI Acquisition Corp. II, a Delaware corporation (the “Company”), and AMCI Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
