Exhibit 10.9


 


June 3, 2021


 


[INVESTOR]

[ADDRESS]


 


Ladies and Gentlemen:


 


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.


 


1.            Investor
hereby expresses an interest (the “Expression of Interest”) to purchase 9.9% of the number of such units sold in the
IPO (excluding any units sold by virtue of the underwriters’ exercise of their over-allotment option) (the “Purchased Public
Units”).In connection with the Expression of Interest, the Founders agree, severally and not jointly, to sell and transfer to
Investor the amount of Founder Shares set forth next to such Founders name on Exhibit A hereto (the “Transfer Shares”).
The consummation of the sale of the Founder Shares will occur upon the closing of the Business Combination for the same per-share price
that such Founders initially paid for the Founder Shares. Notwithstanding the foregoing, in the event Investor submits an order to purchase
less than 9.9% of the units sold in the IPO (excluding any units sold by virtue of the underwriters’ exercise of their over-allotment
option), then the number of Founder Shares that Investor shall have a right to purchase upon consummation of the Business Combination
shall be reduced to zero (0). In addition, if on the date of the vote by the SPAC’s stockholders to approve the Business Combination, Investor
elects to redeem any portion of the shares of Class A common stock (or otherwise at any time prior to the liquidation of the SPAC
if a Business Combination is not timely consummated), then the number of Founder Shares that Investor shall have the right to purchase
from the Founders shall be reduced to a number equal to the product of (a) the Transfer Shares multiplied by (b) the quotient
of (i) (x) the number of shares of Class A common stock underlying Purchased Public Units purchased by Investor in the
IPO less (y) the number of shares of Class A common stock so redeemed by the Investor, divided by (ii) the number of shares
of Class A common stock underlying Purchased Public Units purchased by Investor in the IPO. By way of example, and without limiting
the foregoing, if Investor elects to redeem 50% of the total number of shares of Class A common stock underlying its Purchased Public
Units, then the number of Founder Shares that Investor shall have the right to purchase from the Founders shall be reduced, on a pro rata
basis among the Founders, to 50% of the number of Founder Shares initially subject to Investor’s purchase right under this Agreement.


 


2.            Investor
acknowledges that the proceeds of the IPO and the sale of the private placement warrants, as described in the SPAC’s registration
statement, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 12, 2021,
as subsequently amended on March 15, 2021 and April 5, 2021, in connection with the IPO (the “Registration Statement”)
shall be deposited by the SPAC into the trust account (“Trust Account”) established by the SPAC for the benefit of
its public stockholders, as described in the Registration Statement. Investor further acknowledges that it has no right, title, interest
or claim of any kind in or to any monies held in the Trust Account (“Claim”) or any other asset of the SPAC as a result
of any liquidation of the SPAC other than with respect to shares of Class A common stock purchased by Investor in the IPO or in the
open market and hereby waives any Claim it may have in the future against the SPAC and will not seek recourse against the Trust Account
for any reason whatsoever (except in respect of any shares of Class A common stock of the SPAC purchased directly by Investor in
the IPO or in the open market).


 


3.            Investor
and SPAC acknowledge that as of the date hereof, the total number of units expected to be sold in the IPO is 15,000,000. Investor acknowledges
that, if in the course of the IPO, the SPAC decides that, due to market conditions at that time, it is necessary to reduce the proposed
IPO offering size, Investor’s allocation of Founder Shares as described in this Agreement shall be reduced proportionately.
SPAC and Founders acknowledge that, if in the course of the IPO, the SPAC decides to increase the proposed IPO offering size, Investor’s
allocation of Founder Shares as described in this Agreement shall be increased proportionately.


 






    


    


    

 


4.            Investor
acknowledges that the SPAC and the Founders may deem it necessary in order to facilitate a Business Combination for the Founders to forfeit,
transfer, exchange or amend the terms of all or any portion of the Founder Shares or to enter into any other arrangements with respect
to the Founder Shares to facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms
of the Founder Shares (a “Change in Investment”). The Founders shall have sole discretion to enter into any such agreement
or arrangement involving a Change in Investment, to vote in favor of any proposal involving a Change in Investment or to otherwise facilitate
or take any action to affect or permit any Change in Investment without the consent of Investor. Any such Change in Investment shall apply
pro rata to the Founder Shares held by the Founders and Investor based on the relative number of Founder Shares to be held by each on
the date of the closing of the transactions contemplated by this Agreement; provided, that in each case Investor has been given notice
at least two (2) business days prior to any proposed Change in Investment. Investor agrees to take all steps and execute all such
agreements as may be necessary or reasonably requested by the Founders to effectuate such Change in Investment on the same terms as applicable
to the Founders. If the Founders or any of their affiliates enter into any agreement that gives such persons the right, on an absolute
or contingent basis, to restore the value or original terms of any Founder Shares that were the subject of any such Change in Investment,
or to receive any other consideration, then Investor shall be provided the same rights on a pro rata basis.


 


5.            Investor
acknowledges and agrees that, upon receipt of the Founder Shares, it will execute agreements in form and balance typical for transactions
of this nature necessary to effectuate the foregoing agreements and obligations, including but not limited to (i) a registration
rights agreement and (ii) the letter agreement, containing customary voting, lock-up and waiver of rights provisions for such offerings,
entered into in connection with the IPO.


 


 6.            Investor hereby represents and warrants that, as applicable:




 


(a)            it
has been advised that the Founder Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”);


 


(b)            it
acknowledges that there exists no public market for the Founder Shares, that no such public market may develop in the future, the Founder
Shares, when sold or issued, will be “restricted securities” and as a result, Investor acknowledges that the Founder
Shares may be required to be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such
registration is available. Investor is aware of the provisions of Rule 144 promulgated under the Securities Act which permit resales
of securities purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for
thereunder, including, among other things, the existence of a public market for the securities, the availability of certain current public
information about the company issuing the securities, the resale occurring not less than six months after a party has purchased and paid
for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with
a “market maker” and the number of securities being sold during any three-month period not exceeding specified limitations.
Investor further acknowledges that the Founder Shares will be subject to certain lock-up restrictions, as described in the Registration
Statement, and may only be transferred pursuant to the terms of such lock-up. Investor also acknowledges that Rule 144 is not available
for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company and
that Rule 144 will provide an exception to this prohibition only if (i) the SPAC has then ceased to be a shell company; (ii) the
SPAC is then subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”); (iii) the SPAC has then filed all Exchange Act reports and material required to be filed,
as applicable, during the preceding 12 months (or such shorter period that the SPAC was required to file such reports and materials),
other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the SPAC filed current Form 10-type
information with the SEC reflecting its status as an entity that is not a shell company;


 


 (c)             it will be acquiring the Founder Shares for its own account for investment purposes only;




 


(d)            it
has no present intention of selling or otherwise disposing of the Founder Shares in violation of the securities laws of the United States;


 






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(e)            it
is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act;


 


(f)            it
will, upon request, provide Founders to the completed an IRS Form W-9 or Form W-8BEN (or similar form), as applicable;


 


(g)            it
has had both the opportunity to ask questions and receive answers from the officers and directors of the SPAC and all persons acting on
its behalf concerning the terms and conditions of the offer made hereunder;


 


(h)            it
is familiar with the proposed business, management, financial condition and affairs of the SPAC;


 


(i)            it
has full power, authority and legal capacity to execute and deliver this Agreement and any documents contemplated herein or needed to
consummate the transactions contemplated in this Agreement;


 


(j)            this
Agreement constitutes its respective legal, valid and binding obligation, and is enforceable against it; and


 


(k)            Investor
is not, and is not acting as, an agent, representative, intermediary or nominee for any person identified on the list of blocked persons
maintained by the Office of Foreign Assets Control of the U.S. Treasury Department; and Investor has complied with all applicable U.S.
laws, regulations, directives and executive orders relating to anti-money laundering.


 


7.
             SPAC and Founders hereby represent and warrant that there
are no other agreements between SPAC, Founders, and an investor to purchase Founder Shares in connection with such investor’s
participation in the IPO, other than agreements which do not contain any terms materially more favorable to such investors than the
terms contained within this Agreement.


 


 8.             Miscellaneous.




 


(a)            Notices.
Any notice or other document required or permitted to be given or delivered to the parties hereto shall be in writing and sent: (i) by
registered or certified mail with return receipt requested (postage prepaid) or (ii) by a recognized overnight delivery service (with
charges prepaid).


 


If to the Founders, at:


 


c/o AMCI Acquisition Corp.
II


600 Steamboat Road


Greenwich, Connecticut 06830


Attention: Nimesh Patel


 


With a copy, which shall not
constitute notice, to:


 


White & Case LLP


1221 Avenue of the Americas,
45th Floor


New York, New York 10020


Attention: Elliott Smith


Email: Elliott.Smith@whitecase.com


 


If to Investor at:


 


[●]


 


With a copy, which shall not
constitute notice, to:


 


[●]


 






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(b)            Entire
Agreement. This Agreement, together with any other documents, instruments and writings that are delivered pursuant hereto or referenced
herein, represents the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof of the transactions contemplated hereby. This Agreement may be terminated, modified, waived or amended only
by a writing executed and delivered by all parties hereto. No right or obligation of a party shall be assigned or otherwise transferred
without prior notice to and the written consent of the other party. Any assignment or transfer in violation of the foregoing shall be
null and void.


 


(c)            Counterparts;
Execution. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.
This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the same force
and effect as if such signature page were an original thereof.


 


(d)            Law
Governing this Agreement. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether
grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of law principles.


 


(e)            Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to
the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)            WAIVER
OF JURY TRIAL. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(g)            Specific
Enforcement; Consent to Jurisdiction. The Founders and Investor acknowledge and agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the
provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to
which any of them may be entitled by law or equity. The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction
of the state courts of New York and the United States District Court for the Southern District of New York for the purpose of any suit,
action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding
arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District
of New York, and (iii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or
immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(h)            Drafting.
This Agreement shall not be construed for or against a party based upon authorship.


 






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(i)            Assignment.
Investor may assign its rights and obligations under this Agreement to any of its affiliates that agrees to be bound by the terms of this
Agreement.


 


(j)            Captions;
Certain Definitions. The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes
of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict
any of the provisions of this Agreement. As used in this Agreement the term “person” shall mean and include an individual,
a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization or any other legal
entity and a government or any department or agency thereof.


 


(k)            Severability.
In the event that any term or provision of this Agreement shall be finally determined to be superseded, invalid, illegal or otherwise
unenforceable pursuant to applicable law by an authority having jurisdiction and venue, that determination shall not impair or otherwise
affect the validity, legality or enforceability: (i) by or before that authority of the remaining terms and provisions of this Agreement,
which shall be enforced as if the unenforceable term or provision were deleted, or (ii) by or before any other authority of any of
the terms and provisions of this Agreement.


 


(l)            Expenses.
Each of the Founders and Investor will bear its own costs and expenses incurred in connection with the preparation, execution and performance
of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives,
financial advisors, legal counsel and accountants. The SPAC shall be responsible for the fees of its transfer agent, stamp taxes and all
of The Depository Trust Company’s fees associated with the issuance of the Founder Shares and the securities issuable upon conversion
or exercise of the Founder Shares.


 


(m)            Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated
hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the SPAC, the parties hereto shall keep confidential
and shall not publicly disclose the existence or terms of this Agreement. Notwithstanding the foregoing, Investor shall be permitted
to disclose any information to its affiliates and its and their respective directors, officers, employees, advisors, director or indirect
owners, agents and representatives, in each case so long as such person or entity has been advised of the confidentiality obligations
hereunder; provided that Investor shall be liable for any breach of such confidentiality obligations by any such person or entity.


 


(n)            Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the consummation of the
transactions contemplated by this Agreement.


 


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	 	Very truly yours,
	 	 
	 	INVESTOR
	 	 
	 	[______________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Accepted and Agreed:


 


	 	FOUNDERS




 


		By:	
	 	 	Name: Nimesh Patel



 


		By:	
	 	 	Name: Brian Beem



 


		By:	
	 	 	Name: Patrick Murphy



 


		By:	
	 	 	Name: Hans Mende



 


	 	AMCI Group, LLC Series 35




 


		By:	

                                                                    

	 	 	Name: Hans Mende
	 	 	Title: Authorized Signatory



 









    


    


    

 


EXHIBIT A


 


	Founder	 	Founder shares subject to 
 Investor’s right to purchase	 
	Nimesh Patel	 	 	17,165	 
	Brian Beem	 	 	17,165	 
	Patrick Murphy	 	 	10,065	 
	AMCI Group LLC, Series 35	 	 	29,855	 
	TOTAL SHARES	 	 	74,250	 



 






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