UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks • New York
Rice Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to sell 30,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company and one-fourth 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 4,500,000 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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE ACQUISITION HOLDINGS II LLC DATED June 15, 2021Limited Liability Company Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks
This Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) of Rice Acquisition Holdings II LLC (the “Company”), a limited liability company formed and registered pursuant to the Limited Liability Companies Act (As Revised) of the Cayman Islands (the “Act”) is made and entered into on June 15, 2021, by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (“PubCo”), Rice Acquisition Sponsor II LLC, a Delaware limited liability company (“Rice Sponsor”), and each other Person who is admitted as 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. II, RICE ACQUISITION HOLDINGS II LLC and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of June 15, 2021Warrant Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 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”).
PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENTPrivate Placement Warrants and Warrant Rights Purchase Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT, dated as of June 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company (“Opco” and, together with the Company, each a “SPAC Party,” and collectively the “SPAC Parties”) and Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser” and together with the SPAC Parties, the “Parties”).
June 15, 2021 Rice Acquisition Corp. II Carnegie, Pennsylvania 15106 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 21st, 2021 • Rice Acquisition Corp. II • 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. II, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one of the Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment. The Units shall be
RICE ACQUISITION CORP. II RICE ACQUISITION HOLDINGS II LLC 102 East Main Street, Second Story Carnegie, PA 15106 June 15, 2021Rice Acquisition Corp. II • June 21st, 2021 • Blank checks • New York
