Archaea Energy Inc. Class A Common Stock, par value $0.0001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2022 • Archaea Energy Inc. • Gas & other services combined • New York
Aria Renewable Energy Systems LLC, a Delaware limited liability company (the “Selling Stockholder”), a stockholder of Archaea Energy Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of 12,993,603 shares (the “Firm Stock”) of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”). In addition, the Selling Stockholder proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 1,949,040 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholder by the Underwriters.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 15th, 2020 • Rice Acquisition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between RICE ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2020 • Rice Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 21, 2020, is made and entered into by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Energy Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (“Atlas Point”), and the undersigned parties listed under Holder on the signature page hereto (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”).
AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • September 16th, 2020 • Rice Acquisition Corp. • Blank checks • Delaware
This Amended and Restated Securities Subscription Agreement (this “Agreement”), dated as of September 10, 2020 and effective as of September 1, 2020, is made and entered into by and between Rice Acquisition Corp., a Delaware corporation (the “Company”), and Rice Acquisition Sponsor LLC, a Delaware limited liability company (the “Buyer”), and amends and restates in its entirety that certain Securities Subscription Agreement, dated September 1, 2020, by and between the Company and the Buyer.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LFG ACQUISITION HOLDINGS LLC DATED AS OF SEPTEMBER 15, 2021Limited Liability Company Agreement • September 21st, 2021 • Archaea Energy Inc. • Gas & other services combined • Delaware
This Second Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of September 15, 2021, by and among LFG Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), Archaea Energy Inc., a Delaware corporation (“PubCo”), Rice Acquisition Sponsor LLC, a Delaware limited liability company (“Rice Sponsor”), the Archaea Holders (as defined below), the Aria Holders (as defined below), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act or who acquires a Company Warrant (as defined herein). Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
WARRANT AGREEMENT by and among RICE ACQUISITION CORP., RICE ACQUISITION HOLDINGS, LLC and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 21, 2020Warrant Agreement • October 27th, 2020 • Rice Acquisition Corp. • Blank checks • New York
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 21st, 2021 • Archaea Energy Inc. • Gas & other services combined • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of September 15, 2021, by and among (a) LFG Buyer Co LLC (the “Buyer”); (b) the stockholders listed on Schedule I hereto under “Initial Aria Holders” (together with their respective Affiliates and their respective Permitted Transferees hereunder, the “Aria Holders”); (c) the stockholders listed on Schedule I hereto under “Initial Archaea Holders” (together with their respective Affiliates and their respective Permitted Transferees hereunder, the “Archaea Holders”); (d) Rice Acquisition Holdings LLC to be renamed as LFG Acquisition Holdings LLC on the date hereof (“OpCo”); (e) Rice Acquisition Sponsor LLC (“RAC Sponsor” and together with the Aria Holders and the Archaea Holders, the “Stockholder Parties”) and (f) Rice Acquisition Corp. to be renamed as Archaea Energy, Inc. on the date hereof (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”).
PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENTPrivate Placement Warrants and Warrant Rights Purchase Agreement • October 27th, 2020 • Rice Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT, dated as of October 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Holdings LLC, a Delaware limited liability company (“Opco” and, together with the Company, each a “SPAC Party,” and collectively the “SPAC Parties”) and Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (the “Purchaser” and together with the SPAC Parties, the “Parties”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 27th, 2020 • Rice Acquisition Corp. • Blank checks • New York
Business Combination AGREEMENT by and among RICE ACQUISITION HOLDINGS LLC LFG Intermediate Co, LLC LFG Buyer Co, LLC ARIA ENERGY LLC, ARIA RENEWABLE ENERGY SYSTEMS LLC, Inigo Merger Sub, LLC AND solely for purposes of SECTion 2.2, Article IV, Article...Business Combination Agreement • April 8th, 2021 • Rice Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 7, 2021 (the “Execution Date”) by and among (i) LFG Buyer Co, LLC (the “Buyer”), (ii) Inigo Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Buyer (“Company Merger Sub”), (iii) LFG Intermediate Co, LLC, a Delaware limited liability company (“IntermediateCo”), (iv) Rice Acquisition Holdings LLC, a Delaware limited liability company (“Rice Holdings”, and together with the Buyer, Company Merger Sub, IntermediateCo and RAC, collectively, the “Buyer Parties”), (v) Aria Energy LLC, a Delaware limited liability company (the “Company”), (vi) Aria Renewable Energy Systems LLC, a Delaware limited liability company, solely in its capacity as representative of the Company Unitholders (the “Equityholder Representative”) and (vii) solely for purposes of Section 2.2(c), Article IV, Article V, Article VI and Article XI, Rice Acquisition Corp., a Delaware corporat
October 21, 2020 Rice Acquisition Corp.Letter Agreement • October 27th, 2020 • Rice 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 Rice Acquisition Corp., a Delaware corporation (the “Company”), and Barclays Capital Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 24,725,000 of the Company’s units (including up to 3,225,000 units which 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, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the regi
UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2020 • Rice Acquisition Corp. • Blank checks • New York
Rice Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell 21,500,000 units (the “Firm Units”), each unit consisting of one share of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-half of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 3,225,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • July 7th, 2022 • Archaea Energy Inc. • Gas & other services combined • Texas
This Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 15th day of September, 2021, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as the Administrative Agent for the Lenders (in such capacity, the “Agent”), Joint Lead Arranger and Sole Bookrunner, Citizens Bank, N.A., as Joint Lead Arranger, Bank of Montreal, Chicago Branch, JPMorgan Chase Bank, N.A., M&T Incorporated and Citibank, N.A. as Co-Syndication Agents, and Archaea Energy Operating LLC, a Delaware limited liability company, formerly known as LFG Buyer Co, LLC (“Archaea Buyer” and together with each other Person that from time to time becomes a borrower hereunder, the “Borrowers” and each, individually, a “Borrower”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 6th, 2020 • Rice Acquisition Corp. • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 30, 2020, among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Rice Acquisition Holdings LLC, a Delaware limited liability company (“Opco”), and Atlas Point Energy Infrastructure Fund, LLC (the “Purchaser”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 7th, 2022 • Archaea Energy Inc. • Gas & other services combined • Texas
This Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 15th day of September, 2021, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as the Administrative Agent for the Lenders (in such capacity, the “Agent”), Joint Lead Arranger and SoleJoint Bookrunner, Citizens Bank, N.A., as Documentation Agent, Joint Lead Arranger, Bank of Montreal, Chicago Branch and Joint Bookrunner, BMO Capital Markets Corp., and JPMorgan Chase Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners, M&T Incorporated and Citibank, N.A. as Co-Syndication Agents, and Archaea Energy Operating LLC, a Delaware limited liability company, formerly known as LFG Buyer Co, LLC (“Archaea Buyer” and together with each other Person that from time to time becomes a borrower hereunder, the “Borrowers” and each, individually, a “Borrower”).
RICE ACQUISITION CORP. RICE ACQUISITION HOLDINGS LLCRice Acquisition Corp. • October 15th, 2020 • Blank checks • New York
This letter agreement by and between Rice Acquisition Corp. (the “Company”), Rice Acquisition Holdings LLC (“Opco”) and Rice Acquisition Sponsor LLC (“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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):
SEPARATION, CONSULTING AND RELEASE AGREEMENTSeparation, Consulting and Release Agreement • February 10th, 2022 • Archaea Energy Inc. • Gas & other services combined • Texas
This Separation and Release Agreement (this “Agreement”) is entered into by and between Eric Javidi (“Employee”) and Archaea Energy Inc., a Delaware corporation (the “Company”). Employee and the Company are each referred to herein as a “Party” and together as the “Parties.”
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 13th, 2021 • Rice Acquisition Corp. • Gas & other services combined
This AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT, dated as of August 3, 2021 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT (as amended, the “Agreement”), dated as of April 7, 2021, by and among (a) LFG Buyer Co, LLC (the “Buyer”), (b) Inigo Merger Sub, LLC, a direct wholly owned Subsidiary of the Buyer, (c) LFG Intermediate Co, LLC, (d) Aria Energy LLC (the “Company”), (e) Rice Acquisition Holdings LLC, (f) Aria Renewable Energy Systems LLC, solely in its capacity as representative of the Company Unitholders (the “Equityholder Representative”) and (g) solely for purposes of Section 2.2, Article IV, Article V, Article VI, and Article XI thereof, Rice Acquisition Corp. (“RAC”), is entered into by and among the Buyer, the Company and the Equityholder Representative. The Buyer, the Company and the Equityholder Representative shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the m
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • November 4th, 2021 • Archaea Energy Inc. • Gas & other services combined • Delaware
This Share Repurchase Agreement (this “Agreement”) is made as of November 3, 2021, by and between Archaea Energy Inc., a Delaware corporation (the “Company”), LFG Acquisition Holdings LLC, a Delaware limited liability company and subsidiary of the Company (“Opco”), and Aria Renewable Energy Systems LLC, a Delaware limited liability company (“Seller”). Seller, Opco and the Company are referred to herein collectively as the “Parties” and each, individually, as a “Party.”
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 13th, 2021 • Rice Acquisition Corp. • Gas & other services combined
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of May 12, 2021 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of April 7, 2021, by and among (a) LFG Buyer Co, LLC (the “Buyer”), (b) Fezzik Merger Sub, LLC, a direct wholly owned Subsidiary of the Buyer, (c) LFG Intermediate Co, LLC, (d) Rice Acquisition Holdings LLC, (e) Archaea Energy LLC, (f) Archaea Energy II LLC (the “Company”), and (g) solely for purposes of Section 2.2, Article IV, Article V, Article VI, and Article XI thereof, Rice Acquisition Corp. (“RAC”), is entered into by and among the Buyer, the Company and the Equityholder Representative. The Buyer and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 13th, 2021 • Rice Acquisition Corp. • Gas & other services combined
This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT, dated as of June 11, 2021 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT (as amended, the “Agreement”), dated as of April 7, 2021, by and among (a) LFG Buyer Co, LLC (the “Buyer”), (b) Inigo Merger Sub, LLC, a direct wholly owned Subsidiary of the Buyer, (c) LFG Intermediate Co, LLC, (d) Aria Energy LLC (the “Company”), (e) Rice Acquisition Holdings LLC, (f) Aria Renewable Energy Systems LLC, solely in its capacity as representative of the Company Unitholders (the “Equityholder Representative”) and (g) solely for purposes of Section 2.2, Article IV, Article V, Article VI, and Article XI thereof, Rice Acquisition Corp. (“RAC”), is entered into by and among the Buyer, the Company and the Equityholder Representative. The Buyer, the Company and the Equityholder Representative shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the me
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • April 8th, 2021 • Rice Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Rice Acquisition Corp., a Delaware corporation (“RAC”), and the undersigned subscriber (the “Investor”), in connection with (i) the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Aria Merger Agreement”), by and among RAC, Rice Acquisition Holdings LLC, a Delaware limited liability company and direct subsidiary of RAC (“RAC OpCo”), LFG Intermediate Co, LLC, a Delaware limited liability company and direct subsidiary of RAC OpCo (“RAC Intermediate”), LFG Buyer Co, LLC, a Delaware limited liability company and a direct subsidiary of RAC Intermediate (“RAC Buyer”), Inigo Merger Sub, LLC, a Delaware limited liability company and a direct subsidiary of RAC Buyer (“Aria Merger Sub”), Aria Energy LLC, a Delaware limited liability company (“Aria”), and the
Archaea Letterhead]Archaea Energy Inc. • July 7th, 2022 • Gas & other services combined
We are pleased to inform you that you have been designated as eligible to participate in the Archaea Energy Inc. Executive Severance Plan (as it may be amended from time to time, the “Plan”), as a Level [1][2] Executive. Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes.
AMENDMENT TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 8th, 2021 • Rice Acquisition Corp. • Blank checks • Delaware
This AMENDMENT TO FORWARD PURCHASE AGREEMENT (this “Amendment”), dated as of April 7, 2021, is entered into by and between Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Rice Acquisition Holdings LLC, a Delaware limited liability company (“OpCo”) and Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 13th, 2021 • Rice Acquisition Corp. • Gas & other services combined
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT, dated as of May 12, 2021 (this “Amendment”), to the BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of April 7, 2021, by and among (a) LFG Buyer Co, LLC (the “Buyer”), (b) Inigo Merger Sub, LLC, a direct wholly owned Subsidiary of the Buyer, (c) LFG Intermediate Co, LLC, (d) Aria Energy LLC (the “Company”), (e) Rice Acquisition Holdings LLC, (f) Aria Renewable Energy Systems LLC, solely in its capacity as representative of the Company Unitholders (the “Equityholder Representative”) and (g) solely for purposes of Section 2.2, Article IV, Article V, Article VI, and Article XI thereof, Rice Acquisition Corp. (“RAC”), is entered into by and among the Buyer, the Company and the Equityholder Representative. The Buyer, the Company and the Equityholder Representative shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set fo
RICE ACQUISITION CORP. RICE ACQUISITION HOLDINGS LLCRice Acquisition Corp. • October 27th, 2020 • Blank checks • New York
This letter agreement by and between Rice Acquisition Corp. (the “Company”), Rice Acquisition Holdings LLC (“Opco”) and Rice Acquisition Sponsor LLC (“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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the 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”):
