0001140361-18-043513 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 15, 2018, is made and entered into by and among AMCI Acquisition Corp., a Delaware corporation (the “Company”), AMCI Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (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”).

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November 15, 2018
Underwriting Agreement • November 20th, 2018 • AMCI Acquisition Corp. • 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., a Delaware corporation (the “Company”), and Jefferies LLC 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 23,000,000 of the Company’s units (including up to 3,000,000 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 “Common Stock”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and pro

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 15, 2018, by and between AMCI Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

20,000,000 Units AMCI Acquisition Corp. UNDERWRITING AGREEMENT
Underwriting Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Warrant Purchase Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 15, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between AMCI Acquisition Corp., a Delaware corporation (the “Company”), and AMCI Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

WARRANT AGREEMENT
Warrant Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 15, 2018, is by and between AMCI Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

AMCI ACQUISITION CORP.
Administrative Support Agreement • November 20th, 2018 • AMCI Acquisition Corp. • Blank checks • New York

This letter agreement by and between AMCI Acquisition Corp. (the “Company”) and AMCI Holdings, Inc. (“AMCI Holdings”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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