REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 3, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 6th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 3, 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”).
15,000,000 Units AMCI Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
WARRANT AGREEMENT AMCI ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 3, 2021Warrant Agreement • August 6th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 3, 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”).
AMCI Acquisition Corp. II Greenwich, CT 06830Letter Agreement • August 6th, 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).
AMCI ACQUISITION CORP. IILetter Agreement • August 6th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) by and among AMCI Acquisition Corp. II (the “Company”) and AMCI Sponsor II LLC (the “Sponsor”), 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”):
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 6th, 2021 • AMCI Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 3, 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”).
