Common use of Conditions to Obligations of Parties Clause in Contracts

Conditions to Obligations of Parties. 88 Section 9.1 Conditions to the Obligations of Each Party 88 Section 9.2 Conditions to the Obligations of the Buyer and the Company Merger Sub 89 Section 9.3 Conditions to the Obligations of the Company 90 Section 9.4 Frustration of Closing Conditions 90 Section 9.5 Waiver of Closing Conditions 90 ARTICLE X TERMINATION 90 Section 10.1 Termination 90 Section 10.2 Effect of Termination 91 ARTICLE XI MISCELLANEOUS 92 Section 11.1 Amendment and Waiver 92 Section 11.2 Notices 92 Section 11.3 Assignment 93 Section 11.4 Severability 93 Section 11.5 Interpretation 94 Section 11.6 Entire Agreement 94 Section 11.7 Governing Law; Waiver of Jury Trial; Jurisdiction 95 Section 11.8 Non-Survival 96 Section 11.9 Trust Account Waiver 96 Section 11.10 Counterparts; Electronic Delivery 96 Section 11.11 Specific Performance 97 Section 11.12 No Third-Party Beneficiaries 97 Section 11.13 Schedules and Exhibits 97 Section 11.14 No Recourse 98 Section 11.15 Equitable Adjustments 99 Section 11.16 Legal Representation and Privilege 99 Section 11.17 Acknowledgements 101 ARTICLE XII AUTHORIZATION OF THE EQUITYHOLDER REPRESENTATIVE 102 Section 12.1 Authorization of Equityholder Representative 102 EXHIBITS Exhibit A Rice Holdings A&R LLCA Exhibit B Company A&R LLCA Exhibit C Form of Stockholders Agreement Exhibit D Capital Expenditure Budget BUSINESS COMBINATION AGREEMENT 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 corporation (“RAC”). Each of the Buyer, the Company Merger Sub, the Company, the Equityholder Representative and, solely for purposes of Section 2.2, Article IV, Article V, Article VI and Article XI, RAC, is also referred to herein as a “Party” and, collectively, as the “Parties.”

Conditions to Obligations of Parties. 88 87 Section 9.1 Conditions to the Obligations of Each Party 88 87 Section 9.2 Conditions to the Obligations of the Buyer and the Company Merger Sub 89 SPAC Parties 88 Section 9.3 Conditions to the Obligations of the Company 90 89 Section 9.4 Frustration of Closing Conditions 90 Section 9.5 Waiver of Closing Conditions 90 ARTICLE X TERMINATION 90 Section 10.1 Termination 90 Section 10.2 Effect of Termination 91 92 ARTICLE XI MISCELLANEOUS 92 93 Section 11.1 Amendment and Waiver 92 93 Section 11.2 Notices 92 93 Section 11.3 Assignment 93 94 Section 11.4 Severability 93 94 Section 11.5 Interpretation 94 Section 11.6 Entire Agreement 94 95 Section 11.7 Governing Law; Waiver of Jury Trial; Jurisdiction 95 Section 11.8 Non-Survival 96 Section 11.9 Trust Account Waiver 96 Section 11.10 Counterparts; Electronic Delivery 96 97 Section 11.11 Specific Performance 97 Section 11.12 No Third-Party Beneficiaries 97 Section 11.13 Schedules and Exhibits 97 Section 11.14 No Recourse 98 Section 11.15 Equitable Adjustments 99 98 Section 11.16 Legal Representation and Privilege 99 Section 11.17 Acknowledgements 101 ARTICLE XII AUTHORIZATION OF THE EQUITYHOLDER REPRESENTATIVE 102 Section 12.1 Authorization of Equityholder Representative 102 100 EXHIBITS Exhibit A Rice Holdings A&R LLCA Form of Sponsor Letter Agreement Exhibit B Company A&R LLCA Form of Put Option Agreement Exhibit C Form of Stockholders SPAC A&R CoI Exhibit D Form of SPAC A&R Bylaws Exhibit E Form of Amended and Restated Registration Rights Agreement Exhibit D Capital Expenditure Budget F Form of Lockup Agreement Exhibit G Post-Closing Officers Exhibit H Form of Indemnification Agreement Exhibit I Form of Letter of Transmittal Exhibit J Form of Amended and Restated Certificate of Incorporation of the Surviving Company Exhibit K Form of Company Support Agreement BUSINESS COMBINATION AGREEMENT This Business Combination Agreement (this “Agreement”) is made and entered into as of April 7December 6, 2021 2023 (the “Execution Date”) by and among (ia) LFG Buyer CoAchari Ventures Holdings Corp. I, LLC a Delaware corporation (the “BuyerSPAC”), (iib) Inigo Achari Merger Sub, LLCInc., a Delaware limited liability company corporation and a direct wholly owned wholly‑owned subsidiary of the Buyer SPAC (“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, collectivelySPAC, the “Buyer SPAC Parties”), and (vc) Aria Energy LLCVaso Corporation, a Delaware limited liability company corporation (the “Company”). The SPAC, (vi) Aria Renewable Energy Systems LLC, a Delaware limited liability company, solely in its capacity as representative of Merger Sub and 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 corporation (“RAC”). Each of the Buyer, the Company Merger Sub, the Company, the Equityholder Representative and, solely for purposes of Section 2.2, Article IV, Article V, Article VI and Article XI, RAC, is shall each also be referred to herein from time to time as a “Party” and, collectively, and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the respective meanings as set forth in Section 1.1.”

Conditions to Obligations of Parties. 88 93 Section 9.1 Conditions to the Obligations of Each Party 88 93 Section 9.2 Conditions to the Obligations of the Buyer and the Company Merger Sub 89 SPAC Parties 94 Section 9.3 Conditions to the Obligations of the Company 90 95 Section 9.4 Frustration of Closing Conditions 90 96 Section 9.5 Waiver of Closing Conditions 90 96 ARTICLE X TERMINATION 90 96 Section 10.1 Termination 90 96 Section 10.2 Effect of Termination 91 97 Section 10.3 Expense Reimbursement 97 ARTICLE XI MISCELLANEOUS 92 98 Section 11.1 Amendment and Waiver 92 98 Section 11.2 Notices 92 99 Section 11.3 Assignment 93 99 Section 11.4 Severability 93 99 Section 11.5 Interpretation 94 100 Section 11.6 Entire Agreement 94 100 Section 11.7 Governing Law; Waiver of Jury Trial; Jurisdiction 95 101 Section 11.8 Non-Survival 96 101 Section 11.9 Trust Account Waiver 96 102 Section 11.10 Counterparts; Electronic Delivery 96 102 Section 11.11 Specific Performance 97 103 Section 11.12 No Third-Party Beneficiaries 97 103 Section 11.13 Schedules and Exhibits 97 103 Section 11.14 No Recourse 98 104 Section 11.15 Equitable Adjustments 99 104 Section 11.16 Legal Representation and Privilege 99 104 Section 11.17 Acknowledgements 101 ARTICLE XII AUTHORIZATION OF THE EQUITYHOLDER REPRESENTATIVE 102 Section 12.1 Authorization of Equityholder Representative 102 106 EXHIBITS Exhibit A Rice Holdings A&R LLCA Series I Preferred Stock Purchase Agreement Exhibit B Company A&R LLCA B-1 Security Holder Support Agreement Exhibit B-2 Lockup Agreement Exhibit C Form of Stockholders Sponsor Letter Agreement Exhibit D Capital Expenditure Budget Forms of Second Amended and Restated Certificate of Incorporation of the SPAC and Second Amended and Restated Bylaws of the SPAC Exhibit E Form of Director Designation Agreement Exhibit F Form of Letter of Transmittal Exhibit G Post-Closing Directors and Officers Exhibit H Form of Company Written Consent SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This Second Amended and Restated Business Combination Agreement (this “Agreement”) is made and entered into as of April 7November 22, 2021 2023 (the “Execution Amendment Date”) by and among (ia) LFG Buyer CoBanyan Acquisition Corporation, LLC a Delaware corporation (the “BuyerSPAC”), (iib) Inigo Panther Merger Sub, LLCSub Inc., a Delaware limited liability company corporation and a direct wholly wholly-owned subsidiary of the Buyer SPAC (“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, collectivelySPAC, the “Buyer SPAC Parties”), and (vc) Aria Energy LLCPinstripes, Inc., a Delaware limited liability company corporation (the “Company”). The SPAC, (vi) Aria Renewable Energy Systems LLC, a Delaware limited liability company, solely in its capacity as representative of Merger Sub and 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 corporation (“RAC”). Each of the Buyer, the Company Merger Sub, the Company, the Equityholder Representative and, solely for purposes of Section 2.2, Article IV, Article V, Article VI and Article XI, RAC, is shall each also be referred to herein from time to time as a “Party” and, collectively, and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have their respective meanings as set forth in Section 1.1.”

Conditions to Obligations of Parties. 88 89 Section 9.1 Conditions to the Obligations of Each Party 88 89 Section 9.2 Conditions to the Obligations of the Buyer and the Company Merger Sub 89 SPAC Parties 90 Section 9.3 Conditions to the Obligations of the Company 90 91 Section 9.4 Frustration of Closing Conditions 90 92 Section 9.5 Waiver of Closing Conditions 90 92 ARTICLE X TERMINATION 90 92 Section 10.1 Termination 90 92 Section 10.2 Effect of Termination 91 93 Section 10.3 Expense Reimbursement 93 ARTICLE XI MISCELLANEOUS 92 94 Section 11.1 Amendment and Waiver 92 94 Section 11.2 Notices 92 95 Section 11.3 Assignment 93 95 Section 11.4 Severability 93 95 Section 11.5 Interpretation 94 96 Section 11.6 Entire Agreement 94 96 Section 11.7 Governing Law; Waiver of Jury Trial; Jurisdiction 95 97 Section 11.8 Non-Survival 96 97 Section 11.9 Trust Account Waiver 96 98 Section 11.10 Counterparts; Electronic Delivery 96 98 Section 11.11 Specific Performance 97 99 Section 11.12 No Third-Party Beneficiaries 97 99 Section 11.13 Schedules and Exhibits 97 99 Section 11.14 No Recourse 98 100 Section 11.15 Equitable Adjustments 99 100 Section 11.16 Legal Representation and Privilege 99 100 Section 11.17 Acknowledgements 101 ARTICLE XII AUTHORIZATION OF THE EQUITYHOLDER REPRESENTATIVE 102 Section 12.1 Authorization of Equityholder Representative 102 EXHIBITS Exhibit A Rice Holdings A&R LLCA Series I Preferred Stock Purchase Agreement Exhibit B Company A&R LLCA B-1 Security Holder Support Agreement Exhibit B-2 Lockup Agreement Exhibit C Form of Stockholders Sponsor Letter Agreement Exhibit D Capital Expenditure Budget BUSINESS COMBINATION AGREEMENT This Business Combination Agreement (this “Agreement”) is made Forms of Second Amended and entered into as Restated Certificate 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 Incorporation 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”, SPAC and together with the Buyer, Company Merger Sub, IntermediateCo Second Amended 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 Restated Bylaws of the SPAC Exhibit E Form of Director Designation Agreement Exhibit F Form of Letter of Transmittal Exhibit G Post-Closing Directors and Officers Exhibit H Form of 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 corporation (“RAC”). Each of the Buyer, the Company Merger Sub, the Company, the Equityholder Representative and, solely for purposes of Section 2.2, Article IV, Article V, Article VI and Article XI, RAC, is also referred to herein as a “Party” and, collectively, as the “Parties.”Written Consent

Conditions to Obligations of Parties. 88 87 Section 9.1 Conditions to the Obligations of Each Party 88 87 Section 9.2 Conditions to the Obligations of the Buyer and the Company Merger Sub 89 SPAC Parties 88 Section 9.3 Conditions to the Obligations of the Company 90 89 Section 9.4 Frustration of Closing Conditions 90 Section 9.5 Waiver of Closing Conditions 90 ARTICLE X TERMINATION 90 Section 10.1 Termination 90 Section 10.2 Effect of Termination 91 92 ARTICLE XI MISCELLANEOUS 92 93 Section 11.1 Amendment and Waiver 92 93 Section 11.2 Notices 92 93 Section 11.3 Assignment 93 94 Section 11.4 Severability 93 94 Section 11.5 Interpretation 94 Section 11.6 Entire Agreement 94 95 Section 11.7 Governing Law; Waiver of Jury Trial; Jurisdiction 95 Section 11.8 Non-Survival 96 Section 11.9 Trust Account Waiver 96 Section 11.10 Counterparts; Electronic Delivery 96 97 Section 11.11 Specific Performance 97 Section 11.12 No Third-Party Beneficiaries 97 Section 11.13 Schedules and Exhibits 97 Section 11.14 No Recourse 98 Section 11.15 Equitable Adjustments 99 98 Section 11.16 Legal Representation and Privilege 99 Section 11.17 Acknowledgements 101 ARTICLE XII AUTHORIZATION OF THE EQUITYHOLDER REPRESENTATIVE 102 Section 12.1 Authorization of Equityholder Representative 102 100 EXHIBITS Exhibit A Rice Holdings A&R LLCA Form of Sponsor Letter Agreement Exhibit B Company A&R LLCA Form of Put Option Agreement Exhibit C Form of Stockholders SPAC A&R CoI Exhibit D Form of SPAC A&R Bylaws Exhibit E Form of Amended and Restated Registration Rights Agreement Exhibit D Capital Expenditure Budget F Form of Lockup Agreement Exhibit G Post-Closing Officers Exhibit H Form of Indemnification Agreement Exhibit I Form of Letter of Transmittal Exhibit J Form of Amended and Restated Certificate of Incorporation of the Surviving Company Exhibit K Form of Company Support Agreement BUSINESS COMBINATION AGREEMENT This Business Combination Agreement (this “Agreement”) is made and entered into as of April 7December 6, 2021 2023 (the “Execution Date”) by and among (ia) LFG Buyer CoAchari Ventures Holdings Corp. I, LLC a Delaware corporation (the “BuyerSPAC”), (iib) Inigo Achari Merger Sub, LLCInc., a Delaware limited liability company corporation and a direct wholly wholly-owned subsidiary of the Buyer SPAC (“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, collectivelySPAC, the “Buyer SPAC Parties”), and (vc) Aria Energy LLCVaso Corporation, a Delaware limited liability company corporation (the “Company”). The SPAC, (vi) Aria Renewable Energy Systems LLC, a Delaware limited liability company, solely in its capacity as representative of Merger Sub and 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 corporation (“RAC”). Each of the Buyer, the Company Merger Sub, the Company, the Equityholder Representative and, solely for purposes of Section 2.2, Article IV, Article V, Article VI and Article XI, RAC, is shall each also be referred to herein from time to time as a “Party” and, collectively, and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the respective meanings as set forth in Section 1.1.”