Exhibit 10.8


 


Rice Acquisition Holdings II LLC


102 East Main Street, Second Story


Carnegie, Pennsylvania 15106


 


February 26, 2021


 


Rice
Acquisition Sponsor II LLC


102 East Main Street, Second Story


Carnegie,
Pennsylvania 15106


 


	RE:	Securities Subscription Agreement



 


Gentlemen:


 


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 7,186,500 Class
B Units (the “Units”) of the Company. The Company and the Subscriber’s agreements regarding such Units are as
follows:


 


1.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Units to the Subscriber, the Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:


 


1.1.1 No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Units.


 


1.1.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the exempted limited partnership agreement of the Subscriber,
(ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which
the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


1.1.3 Registration
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of the
State of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).


 






     


     


    

 


1.1.4 Experience,
Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and
benefits of the investment in the Units and (ii) able to bear the economic risk of its investment in the Units for an indefinite period
of time because the Units have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic risk
of this investment until the Units are sold pursuant to: (i) an effective registration statement under the Securities Act or (ii) an
exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an investment in the
Units and to afford a complete loss of Subscriber’s investment in the Units.


 


1.1.5 Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge
and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished
pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations
which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making
its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


1.1.6 Regulation
D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby
is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a)
of Regulation D under the Securities Act or similar exemptions under federal and state law.


 


1.1.7 Investment
Purposes. The Subscriber is purchasing the Units solely for investment purposes, for the Subscriber’s own account and not for
the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502
under the Securities Act.


 


1.1.8 Restrictions
on Transfer; Shell Company. Subscriber understands the Units are being offered in a transaction not involving a public offering
within the meaning of the Securities Act. Subscriber understands the Units will be “restricted securities” within the meaning
of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates representing the Units will contain a legend
in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Units, such
Units may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an
available exemption from registration. Subscriber agrees that if any transfer of its Units or any interest therein is proposed to be
made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory
to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Units. Subscriber further acknowledges that
because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Units until one year following
consummation of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the
release or waiver of any contractual transfer restrictions.


 


1.1.9 No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required or necessary on the
part of Subscriber in connection with the transactions contemplated by this Agreement.


 






    2


     


    

 


1.2 Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Units, the Company hereby represents and warrants
to the Subscriber and agrees with the Subscriber as follows:


 


1.2.1 Incorporation
and Corporate Power. The Company is a Cayman Islands limited liability company and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating
results or assets of the Company. The Company possesses all requisite limited liability company and authority necessary to carry out
the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement will be a legal, valid and
binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights
generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


1.2.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the memorandum and articles of association of the Company, (ii)
any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company
is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


1.2.3 Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s
register of members, the Units will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment
pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive good
title to the Units, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder
and other agreements to which the Units may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens,
claims or encumbrances imposed due to the actions of the Subscriber.


 


1.2.4 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with
any transactions.


 


2. Restrictions
on Transfer.


 


2.1 Securities
Law Restrictions. Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Units
unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws
with respect to the Units proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel
reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under
the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities
laws.


 






    3


     


    

 


2.2 Restrictive
Legends. Any certificates representing the Units shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL,
IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”


 


2.3 Additional
Units or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend
payable in a form other than Units, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding Units without receipt of consideration, any new, substituted or additional securities or other
property which are by reason of such transaction distributed with respect to any Units subject to this Section 5 or into which such Units
thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution
of such securities or property shall be made to the number and/or class of Units subject to this Section 5 and Section 3.


 


2.4 Registration
Rights. Subscriber acknowledges that the Units are being purchased pursuant to an exemption from the registration requirements of
the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration
statement.


 


3. Other
Agreements.


 


3.1 Further
Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Agreement.


 


3.2 Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to
the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax
number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided
to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


3.3 Entire
Agreement. This Agreement, together with, embodies the entire agreement and understanding between the Subscriber and the Company
with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject
matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall
affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 






    4


     


    

 


3.4 Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties
hereto.


 


3.5 Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a
written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed
to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar.
Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.


 


3.6 Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.


 


3.7 Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed
to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary
of this Agreement.


 


3.8 Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by
the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict
of law principles thereof.


 


3.9 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.


 


3.10 No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this
Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such
party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance
of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right
of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall
entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute
a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice
or demand.


 


3.11 Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations
made by or on behalf of the parties.


 


3.12 No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability
on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other
compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party
and to bear the cost of legal expenses incurred in defending against any such claim.


 






    5


     


    

 


3.13 Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall
in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


3.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other
form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such signature page were an original thereof.


 


3.15 Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will
be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend
that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached
will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


3.16 Mutual
Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the
mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


[Signature Page Follows]


 




    6


     


    

 


If the foregoing accurately
sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	RICE ACQUISITION HOLDINGS II LLC
	 	 
	 	By:	/s/ Daniel Joseph Rice, IV
	 	Name:  	Daniel Joseph Rice, IV
	 	Title: 	Chief Executive Officer


 


	Accepted and agreed as of the date first written above.	 
	 	 
	RICE ACQUISITION SPONSOR II LLC	 
	 	 
	By:	/s/ Daniel Joseph Rice, IV	 
	 	Name:    	Daniel Joseph Rice, IV	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Subscription Agreement]


 


 


7