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 15th, 2020 • Rice Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [-], 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 LIMITED LIABILITY COMPANY AGREEMENT OF RICE ACQUISITION HOLDINGS LLC DATED AS OF [ ], 2020Limited Liability Company Agreement • October 15th, 2020 • Rice Acquisition Corp. • Blank checks • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [], 2020, by and among Rice Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), Rice Acquisition Corp., a Delaware corporation (“PubCo”), Rice Acquisition Sponsor LLC, a Delaware limited liability company (“Rice Sponsor”), 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 [-], 2020Warrant Agreement • October 15th, 2020 • Rice Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [-], 2020, is 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, the “SPAC Parties”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENTPrivate Placement Warrants and Warrant Rights Purchase Agreement • October 15th, 2020 • Rice Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT, dated as of [-], 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 15th, 2020 • Rice Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [-], 2020, 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, the “SPAC Parties”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Rice Acquisition Corp.Letter Agreement • October 15th, 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 23,000,000 of the Company’s units (including up to 3,000,000 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 15th, 2020 • Rice Acquisition Corp. • Blank checks • New York
Rice Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell 20,000,000 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 3,000,000 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.
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”):
