AMENDMENT TO FORWARD PURCHASE AGREEMENT
Exhibit 10.2
AMENDMENT TO
FORWARD PURCHASE AGREEMENT
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”).
WHEREAS, the Company, OpCo, Sponsor and the Purchaser are party to that certain Forward Purchase Agreement, dated as of September 30, 2020 (the “Forward Purchase Agreement”);
WHEREAS, in connection with the execution and delivery of the Business Combination Agreements and the transactions contemplated thereby, the Company and the Purchaser wish to amend the Forward Purchase Agreement as set forth herein.
Section 1 Defined Terms and Rules of Interpretation. Except as otherwise expressly provided herein, capitalized terms used herein without definition shall have the same meanings herein as set forth in the Forward Purchase Agreement after giving effect to this Amendment. For all purposes of this Amendment, except as otherwise expressly provided or unless the context otherwise requires, the rules of construction set forth in Section 8(q) of the Forward Purchase Agreement are hereby incorporated by reference, mutatis mutandis, as if fully set forth herein.
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Section 2 Amendment; Waiver. The parties hereto hereby agree that (a) the first reference to “one-third of one redeemable warrant” in Section 1 of the Forward Purchase Agreement shall be replaced with “one-eighth of one redeemable warrant” and (b) absent mutual agreement by the parties hereto, the Purchaser shall purchase a total of $20,000,000 of Forward Purchase Securities otherwise in accordance with the terms of the Forward Purchase Agreement.
Section 3 Miscellaneous.
(a) Effect of Amendment. Except to the extent specifically amended or superseded by the terms of this Amendment, all of the provisions of the Forward Purchase Agreement shall remain in full force and effect to the extent in effect on the date hereof. The Forward Purchase Agreement, as modified by this Amendment, constitutes the complete agreement among the parties hereto and supersedes any prior written or oral agreements, writings, communications or understandings with respect to the subject matter hereof.
(b) Parties in Interest. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
(c) Governing Law. This Amendment, the entire relationship of the parties hereto, and any dispute between the parties hereto (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 Delaware, without giving effect to its choice of laws principles.
(d) Counterparts. This Amendment may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
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COMPANY | |||
RICE ACQUISITION CORP. | |||
By: | /s/ Xxxxx Xxxxxx | ||
Name: | Xxxxx Xxxxxx | ||
Title: | Chief Accounting Officer |
PURCHASER | |||
ATLAS POINT ENERGY INFRASTRUCTURE FUND, LLC | |||
By: | /s/ Xxxx Xxxxx | ||
Name: | Xxxx Xxxxx | ||
Title: | Portfolio Manager |
OPCO | |||
RICE ACQUISITION HOLDINGS LLC | |||
By: | /s/ Xxxxx Xxxxxx | ||
Name: | Xxxxx Xxxxxx | ||
Title: | Authorized Person |
Signature Page to First Amendment of Forward Purchase Agreement
SPONSOR | |||
RICE ACQUISITION SPONSOR LLC | |||
By: | /s/ Xxxxx Xxxxxx | ||
Name: | Xxxxx Xxxxxx | ||
Title: | Authorized Person |
Signature Page to First Amendment of Forward Purchase Agreement