Advent Technologies Holdings, Inc 8-K, filed May 21, 2020
Advent Technologies Holdings, Inc. (ADNH)
8-K
2020-05-21
For: 2020-05-20
View Original
Added on
April 11, 2026
About this 8-K
Advent Technologies Holdings, Inc filed this 8-K on May 21, 2020, reporting on events of May 20, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 21, 2020 (May 20, 2020)
AMCI ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-38615
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83-0982969
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1501 Ligonier Street, Suite 370
Latrobe, PA
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15650
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (724) 672-4319
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.0001 per share
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AMCI
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Common Stock
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AMCIW
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The Nasdaq Stock Market LLC
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Units, each consisting of one share of Common Stock
and one Warrant
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AMCIU
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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On May 20, 2020, AMCI Acquisition Corp. (the “Company”) issued a promissory note (the “Note”) in the principal amount of up to $2,365,649 to Orion Resource Partners (USA) LP (“Orion”), pursuant to which Orion agreed, among other things, to loan the Company the necessary funds to deposit in the Company’s trust account for each share of the Company’s Class A common stock (“Public Share”) that was not redeemed in connection with the extension of the Company’s termination date from May 20, 2020 until October 20, 2020.
The Note provides that, commencing May 20, 2020, Orion shall advance to the Company monthly payments of approximately $373,000, up to a maximum amount of approximately $1.9 million.
The Company will deposit these advances into the Company’s trust account and such amounts will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their
shares redeemed in connection with the consummation of the Company’s initial business combination. Orion will also advance the Company up to $500,000 to pay fees and expenses incurred by the Company in completing its initial business combination.
The Note bears no interest unless the Company enters into a definitive agreement for an initial business combination with a party that is not affiliated with Orion (“Third Party Business Combination”), in which case the Note will bear interest at 1% per annum. The Note is due and payable upon
the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) October 20, 2020.
The Company’s obligations under the Note are subject to a limited recourse guarantee by AMCI Sponsor LLC, the Company’s sponsor (“Sponsor”),
and are secured by a portion of the founder shares and private placement warrants (the “Pledged Securities”) of the Company owned by Sponsor. Following the occurrence of a Third Party Business Combination, no
amounts will be due under the Note if Orion elects to realize under the Pledged Securities.
On May 20, 2020, Orion advanced approximately $373,000 to the Company, which funds were deposited in the Company’s trust account.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation Under an Off‐balance Sheet Arrangement of a Registrant.
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The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 19, 2020, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”). The Charter Amendment extends the date by which the Company must consummate a business combination from May 20, 2020 to October 20, 2020.
The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is
incorporated by reference herein.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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Amendment to Amended and Restated Certificate of Incorporation
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Promissory Note, dated May 20, 2020
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: May 21, 2020
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AMCI ACQUISITION CORP.
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Name: William Hunter
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Title: Chief Executive Officer
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Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AMCI ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
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(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds
of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 25, 2018, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”),
established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account
(including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares
(as defined below) if the Corporation is unable to complete its initial Business Combination within 23 months from the closing of the Offering and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this
Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the
Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
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(d) In the event that the Corporation has not consummated an initial Business Combination within 23 months from the closing of the Offering, the Corporation shall (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a
per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of such
net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in
each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) to modify the substance or
timing of the ability of Public Stockholders to seek redemption in connection with an initial Business Combination or the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business
Combination within 23 months from the date of the closing of the Offering, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares; provided, however, that any such
amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.
IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this 19th day of May, 2020.
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/s/ William Hunter
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Exhibit 10.1
EXECUTION VERSION
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
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Principal Amount: Up to $2,365,649.00
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Dated as of May 20, 2020
New York, New York
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AMCI Acquisition Corp., a Delaware corporation (“Maker”), promises to pay to the order of Orion Resource
Partners (USA) LP or its registered assigns or successors in interest or order (“Payee”), the principal sum of up to Two Million Three Hundred Sixty Five Thousand Six Hundred and Forty Nine Dollars ($2,365,649),
together with accrued interest thereon (if applicable), 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 to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note. This Note is being made in connection with
Maker seeking stockholder approval to extend its termination date of May 20, 2020 for an additional five months to October 20, 2020 (the “Extension”). In connection with the Extension, holders of shares of Maker’s Class A common stock (the “Public Shares”) were given the right to redeem their shares for a pro rata amount of the funds in Maker’s trust account (the
“Trust Account”).
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Repayment. The principal balance of this Note and any interest accrued on the Note (if applicable) shall be payable by Maker on the earlier to occur of (i) the date on which Maker consummates its initial business combination (the “Business Combination”) and (ii) October 20, 2020 (such
earlier date, the “Maturity Date”). The
principal balance may be prepaid at any time, at the election of Maker, without premium or penalty.
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Interest. This Note shall be non-interest bearing; provided that all amounts owing by Maker under this Note shall automatically bear interest at
1% per annum (the “Default Rate”) upon the occurrence of a Third Party Business Combination (as defined below). Such interest at the Default Rate shall
be cumulative and payable upon written demand. “Third
Party Business Combination” means Maker’s entry into a definitive agreement for a Business Combination with a party that is not affiliated with Payee
without Payee’s written consent.
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Funding. Payee hereby agrees to make advances (“Advances”) to Maker as set forth below:
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So long as no Event of Default has occurred and is continuing, on the date hereof and on or before
the 15th day of each month (such date, the “Funding Date”) during the period commencing June 15, 2020 and continuing until the earlier of September 15, 2020 and
the Maturity Date, Payee shall make an Advance of Three Hundred Seventy Three Thousand One Hundred Twenty Nine Dollars and Seventy Three Cents ($373,129.73) which funds shall be deposited into the Trust Account and distributed either to:
(i) all of the holders of the Public Shares upon Maker’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Business Combination on or about the Maturity Date; provided that the aggregate principal amount of all Advances shall in no
event exceed One Million Eight Hundred Sixty Five Thousand Six Hundred and Forty Nine Dollars ($1,865,649).
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So long as no Event of Default has occurred and is continuing, up to an aggregate of Five Hundred Thousand Dollars ($500,000) may be used by Payee for
reasonably-incurred third party fees and expenses after May 20, 2020 to complete the Business Combination (collectively, “Working Capital”); provided, that, Payee shall not be permitted to request an Advance for Working Capital until the date that Payee has paid all accrued and unpaid fees incurred on or
prior to May 20, 2020. Each Advance for Working Capital must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee. Payee shall fund each Advance for
Working Capital no later than five (5) business days after receipt of an Advance for Working Capital.
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EXECUTION VERSION
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Except as set forth herein, no fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any such Advances by Payee. Any amounts
prepaid pursuant to this Note shall not be available to be redrawn.
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Application of Payments. All payments received by Payee pursuant to this
Note shall be applied first to the payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the reduction of the unpaid accrued interest (if
applicable) and then to the repayment of the principal balance of this Note.
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| 5. |
Representations and Warranties. Maker hereby represents and warrants to Payee on the date hereof and on each Funding Date:
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(a) (i) Maker is a
duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its organization, (ii) Maker has the requisite corporate power and authority to execute, deliver and perform this Note and (iii) Maker is in
compliance with all laws, orders, writs and injunctions, except, with respect to this clause (iii), to the extent that failure to be so in compliance would not have a material adverse effect on the business, operations, properties, assets,
condition (financial or otherwise) of Maker or the ability of Maker to comply with its obligations under this Note (such a material adverse effect, a “Material Adverse Effect”);
(b) this Note constitutes the duly
authorized, legally valid and binding obligation of Maker, enforceable against Maker in accordance with its terms, subject to the effect of any applicable laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance
or preferential transfers, or similar laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether
such enforceability is considered in a proceeding at law or in equity);
(c) Maker has obtained all necessary
consents and approvals to and for the execution, delivery and performance of this Note, and no other authorization, consent, approval, license, order or exemption of, or filing or registration with, any domestic or foreign court or governmental
department, commission, board, bureau, agency, or instrumentality is or will be necessary to the valid execution, delivery or performance by Maker of this Note or to its enforcement by Payee; and
(d) the execution, delivery and
performance by Maker of this Note does not and will not (i) contravene or violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect and applicable to Maker, or any
property of Maker, or (ii) violate Maker’s organizational documents.
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Events of Default. The following shall constitute an event of default (“Event of Default”):
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(a) Failure to Make Required Payments.
Failure by Maker to pay the principal amount or interest due pursuant to this Note within five (5) business days of the Maturity Date.
(b) Voluntary Bankruptcy, etc. The
commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
EXECUTION VERSION
(c) Involuntary Bankruptcy, Etc. The
entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days.
(d) Cross-Default. Any definitive written agreement between the Payee and either the Maker or AMCI Sponsor LLC (the “Sponsor”) is breached by the Maker or the Sponsor, as applicable, in any material respect and not cured during the applicable cure period.
(e) Representations and Warranties. Any representation or warranty made by Maker herein shall be incorrect in any material respect (or, in the case of any representation and warranty qualified by materiality, in all respects) when made.
(f) Enforceability. This Note, the Pledge Agreement (as defined below) or the Guarantee (as defined below), at any time after its execution and delivery and for any reason other than as expressly permitted
hereunder or the satisfaction in full of all the obligations hereunder, ceases to be in full force and effect; or Maker or any affiliate of Maker contests in writing the validity or enforceability of any provision of this Note; or Maker denies in
writing that it has any or further liability or obligation under this Note (other than as a result of repayment in full of the obligations hereunder), or purports in writing to revoke or rescind this Note (other than in accordance with its
terms).
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7.
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Remedies.
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(a) Upon the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker,
declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 6(b) and 6(c) hereof, the unpaid principal balance of
this Note and all other amounts payable hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
8. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might
accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay
of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon,
may be sold upon any such writ in whole or in part in any order desired by Payee.
9. Unconditional Liability. Maker hereby waives all notices in connection with the delivery,
acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
10. Notices. All notices, statements or other documents which are required or contemplated by
this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the
number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
EXECUTION VERSION
11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
12. Severability. Any provision contained in this Note which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
13. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any
claim in or to any distribution of or from the Trust Account established in connection with Maker’s initial public offering (the “IPO”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any claim against the Trust Account (including any distributions therefrom) for any
reason whatsoever; provided, however, that upon the consummation of the Business Combination, Maker shall repay the principal balance of this Note out of the proceeds released to Maker from the Trust Account after payment to holders of the
Public Shares in accordance with Section 4 hereof. The foregoing shall bind any permitted assignee or transferee of this Note.
14. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made
with, and only with, the written consent of Maker and Payee.
15. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder
may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided, however, that the foregoing shall not apply to an affiliate of Payee who agrees
to be bound to the terms of this Note.
16. Termination of Term Sheet. The Confidential Binding Term Sheet for Extension Loan to AMCI
Acquisition Corp., dated as of May 7, 2020, by and among Maker, the Sponsor and Payee, is hereby terminated and shall have no further force or effect.
17. Third Party Business Combination. Notwithstanding anything to the contrary contained
herein, following the occurrence of a Third Party Business Combination, no amounts under this Note shall become due and payable (and Maker shall have no obligations or liabilities hereunder) if Payee elects to realize upon Maker securities
pledged by the Sponsor pursuant to Section 7 of that certain Security and Pledge Agreement, dated as of the date hereof (the “Pledge
Agreement”), by and between Payee and the Sponsor, executed in connection with the Limited Recourse Guaranty Agreement executed by the Sponsor in favor of
Payee (the “Guarantee”) on the date hereof (and Payee
acknowledges that any such election pursuant to Section 7 of the Pledge Agreement shall be deemed to constitute full satisfaction of this Note).
[Signature Page Follows]
EXECUTION VERSION
IN WITNESS WHEREOF, Maker, intending to be
legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
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AMCI ACQUISITION CORP.
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By:
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/s/ William Hunter
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Name: William Hunter
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Title: Chief Executive Officer
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Acknowledged and
Accepted:
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ORION RESOURCE PARTNERS (USA) LP
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By:
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/s/ Richard Gashler
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Name: Richard Gashler
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Title: CCO
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