0001213900-21-031651 Sample Contracts

Rice Acquisition Holdings II LLC Carnegie, Pennsylvania 15106
Rice Acquisition Corp. II • June 9th, 2021 • Blank checks • New York

This agreement (this “Agreement”) is entered into on February 26, 2021 by and between Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B Units (the “Units”) of the Company. The Company and the Subscriber’s agreements regarding such Units are as follows:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 9th, 2021 • Rice Acquisition Corp. II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) 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”).

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