15,000,000 Units AMCI Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 14th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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 • June 14th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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 • June 14th, 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 17,250,000 of the Company’s units (including up to 2,250,000 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 [•], 2021Warrant Agreement • June 14th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 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 • June 14th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 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”).
INVESTOR] [ADDRESS] Ladies and Gentlemen:Investment Agreement • June 14th, 2021 • AMCI Acquisition Corp. II • Blank checks
This letter agreement (“Agreement”) sets forth the terms of the agreement between certain holders of shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”), of AMCI Acquisition Corp. II, a Delaware corporation (the “SPAC”), forth on Exhibit A hereto (collectively, the “Founders”) and the undersigned (“Investor”). The SPAC is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The SPAC intends to consummate an initial public offering (“IPO”) of units, each consisting of one share of Class A common stock of the SPAC and one-half of one warrant, with each whole warrant exercisable to purchase one share of Class A common stock of the SPAC.
