AMCI Acquisition Corp. Sample Contracts

AMCI Acquisition Corp. – CONTINGENT FORWARD PURCHASE CONTRACT (November 27th, 2018)

We are pleased to accept the offer AMCI Sponsor LLC (the “Subscriber” or “you”) has made to purchase an aggregate of up to 5,000,000 units (the “Units”) of AMCI Acquisition Corp., a Delaware corporation (the “Company”), each Unit comprising one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock” or “Common Stock”) and one redeemable warrant to purchase one share of Class A Common Stock (“Warrant”) for an aggregate purchase price of up to $50,000,000 (the “Purchase Price”). The Units, Class A Common Stock and Warrants, collectively, are hereinafter referred to as the “Securities”. Each Warrant is exercisable to purchase one share of Class A Common Stock at an exercise price of $11.50 per Share of Class A Common Stock during the period commencing on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units each comprising one share of Class A Comm

AMCI Acquisition Corp. – AMCI ACQUISITION CORP. (November 20th, 2018)

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”):

AMCI Acquisition Corp. – PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (November 20th, 2018)

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”).

AMCI Acquisition Corp. – WARRANT AGREEMENT (November 20th, 2018)

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. – INVESTMENT MANAGEMENT TRUST AGREEMENT (November 20th, 2018)

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”).

AMCI Acquisition Corp. – CERTIFICATE OF INCORPORATION OF AMCI ACQUISITION CORP. November 15, 2018 (November 20th, 2018)

AMCI Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

AMCI Acquisition Corp. – REGISTRATION RIGHTS AGREEMENT (November 20th, 2018)

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”).

AMCI Acquisition Corp. – 20,000,000 Units AMCI Acquisition Corp. UNDERWRITING AGREEMENT (November 20th, 2018)
AMCI Acquisition Corp. – AMCI ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK (November 9th, 2018)

Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of AMCI Acquisition Corporation, a Delaware corporation (the “Company”), and one redeemable warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption

AMCI Acquisition Corp. – CODE OF ETHICS OF AMCI ACQUISITION CORP. (November 9th, 2018)
AMCI Acquisition Corp. – FORM OF REGISTRATION RIGHTS AGREEMENT (November 9th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [        ], 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”).

AMCI Acquisition Corp. – 20,000,000 Units AMCI Acquisition Corp. UNDERWRITING AGREEMENT (November 9th, 2018)
AMCI Acquisition Corp. – FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (November 9th, 2018)

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November [   ], 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”).

AMCI Acquisition Corp. – FORM OF WARRANT AGREEMENT (November 9th, 2018)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [        ], 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. – FORM OF INDEMNITY AGREEMENT (November 9th, 2018)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November [   ], 2018, by and between AMCI Acquisition Corp., a Delaware corporation (the “Company”), and [             ] (“Indemnitee”).

AMCI Acquisition Corp. – [Form of Warrant Certificate] [FACE] (November 9th, 2018)

This Warrant Certificate certifies that                    , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of AMCI Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth her

AMCI Acquisition Corp. – FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMCI ACQUISITION CORP. (November 9th, 2018)
AMCI Acquisition Corp. – FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT (November 9th, 2018)

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

AMCI Acquisition Corp. – FORM OF CONTINGENT FORWARD PURCHASE CONTRACT AMCI Acquisition Corp. (November 9th, 2018)

We are pleased to accept the offer AMCI Sponsor LLC (the “Subscriber” or “you”) has made to purchase an aggregate of up to 5,000,000 units (the “Units”) of AMCI Acquisition Corp., a Delaware corporation (the “Company”), each Unit comprising one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock” or “Common Stock”) and one redeemable warrant to purchase one share of Class A Common Stock (“Warrant”) for an aggregate purchase price of up to $50,000,000 (the “Purchase Price”). The Units, Class A Common Stock and Warrants, collectively, are hereinafter referred to as the “Securities”. Each Warrant is exercisable to purchase one share of Class A Common Stock at an exercise price of $11.50 per Share of Class A Common Stock during the period commencing on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units each comprising one share of Class A Common Stock

AMCI Acquisition Corp. – AMCI ACQUISITION CORP. (November 9th, 2018)

This letter agreement by and between AMCI Acquisition Corp. (the “Company”) and AMCI Holdings LLC (“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”):

AMCI Acquisition Corp. – AMCI ACQUISITION CORP. AUDIT COMMITTEE CHARTER (November 9th, 2018)
AMCI Acquisition Corp. – CERTIFICATE OF INCORPORATION OF AMCI ACQUISITION CORP. (October 25th, 2018)

The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows:

AMCI Acquisition Corp. – BY LAWS OF AMCI ACQUISITION CORP. (THE “CORPORATION”) (October 25th, 2018)
AMCI Acquisition Corp. – Contract (October 25th, 2018)

AMCI Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of AMCI Sponsor LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred Thousand Dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below.  All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

AMCI Acquisition Corp. – AMCI Acquisition Corp. (October 25th, 2018)

This agreement (the “Agreement”) is entered into on June 25, 2018 by and between AMCI Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and AMCI Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

AMCI Acquisition Corp. – AMCI Acquisition Corp. (July 20th, 2018)

This agreement (the “Agreement”) is entered into on June 25, 2018 by and between AMCI Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and AMCI Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

AMCI Acquisition Corp. – Contract (July 20th, 2018)

AMCI Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of AMCI Sponsor LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred Thousand Dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below.  All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.