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
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
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”).
