Exhibit 10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, 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, the “SPAC
Parties”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1 (File No. 333-254080) (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares” and, the holders of Class A Ordinary Shares sold as part of the Units, the “Public Shareholders”),
and one-fourth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share (such
initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date
hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS,
prior to the Offering, the Company issued an additional 2,500 Class A Ordinary Shares to Rice Acquisition Sponsor II LLC, a Delaware
limited liability company (“Sponsor”), and Opco issued 100 Class A Units (“Class A Units”)
to Sponsor;


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global
Markets Inc. and Barclays Capital Inc. as representatives (the “Representatives”) of the several underwriters
(the “Underwriters”) named therein; and


 


WHEREAS,
as described in the Registration Statement, $259,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $297,250,000 if the Underwriters’ over-allotment option is exercised in full) will
be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the SPAC Parties and the holders of Class A Ordinary Shares and Class A Units, as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the holders for whose benefit the Trustee shall hold the Property will be referred to as the “Holders,” and
the Holders, the Company and Opco will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $8,750,000 or $10,062,500 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to
the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS,
the SPAC Parties and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 






     


     


    

 


NOW
THEREFORE, IT IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the SPAC Parties;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the SPAC Parties, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or
less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the
SPAC Parties; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest
while account funds are uninvested awaiting the SPAC Parties’ instructions hereunder and the trustee may earn bank credits or other
considerations;


 


(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)
Promptly notify the SPAC Parties of all communications received by the Trustee with respect to any Property requiring action by
the SPAC Parties;


 


(f)  
Supply any necessary information or documents as may be requested by the SPAC Parties (or their authorized agents) in connection
with the SPAC Parties’ preparation of the tax returns relating to assets held in the Trust Account;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the SPAC Parties to do so;


 


(h)
Render to the SPAC Parties monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms
of a letter from the SPAC Parties (“Termination Letter”) in a form substantially similar to that attached hereto
as either Exhibit A or Exhibit B, as applicable, signed on behalf of each of the SPAC Parties, by the Chief Executive Officer, President,
Chief Financial Officer, Secretary or Chairman of the board of directors (the “Board”) or other authorized
officer, as applicable, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest not previously released to Opco to pay franchise and income taxes (less up to $100,000 of interest that may be released to Opco
to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the
date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter
has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released
to Opco to pay franchise and income taxes (less up to $100,000 of interest that may be released to Opco to pay dissolution expenses)
shall be distributed to the Holders of record as of such date;


 






    2


     


    

 


(j)
Upon joint written request from the SPAC Parties, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and
distribute to Opco the amount of interest earned on the Property requested by the SPAC Parties to cover any income or franchise tax obligation
owed by the SPAC Parties as a result of assets of the SPAC Parties or interest or other income earned on the Property, which amount shall
be delivered directly to Opco by electronic funds transfer or other method of prompt payment, and Opco shall forward such payment to
the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the SPAC Parties in writing to
make such distribution; provided, further, that if the tax to be paid is a franchise tax, the written request by the SPAC Parties to
make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware and a written statement from
the principal financial officer of each of the SPAC Parties setting forth the actual amount payable. The written request of the SPAC
Parties referenced above shall constitute presumptive evidence that Opco is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(k)
Upon joint written request from the SPAC Parties, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
on behalf of the SPAC Parties the amount requested by the SPAC Parties to be used to redeem Class A Ordinary Shares from Public Shareholders
properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum
and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of its public
Class A Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated memorandum and articles of association. The written request of the SPAC Parties referenced above shall constitute
presumptive evidence that the SPAC Parties are entitled to distribute said funds, and the Trustee shall have no responsibility to look
beyond said request; and


 


(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), 1(j) or 1(k) above.


 


2.
Agreements and Covenants of the Company and Opco. Each of the Company and Opco, jointly and severally, hereby agrees
and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President,
Chief Executive Officer, Chief Financial Officer or Secretary on behalf of the Company, in its individual capacity and in its capacity
as managing member of Opco. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall
be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith
and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that
such SPAC Party shall promptly confirm such instructions in writing;


 






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(b)
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and
in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the SPAC Parties in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the SPAC Parties with respect
to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the SPAC Parties, which such consent shall not be unreasonably withheld. The Company and Opco may
participate in such action with its own counsel;


 


(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to Opco pursuant to Sections 1(i) through 1(k) hereof. Opco shall
pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. Neither SPAC
Party shall be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may
be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;


 


(e)
Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)  
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement; and


 






    4


     


    

 


(g)
Within five (5) business days after the Representatives exercise the overallotment option (or any unexercised portion thereof)
or such over-allotment option expires, provide the Trustee with a notice in writing (with a copy to the Representatives) of the total
amount of the Deferred Discount.


 


3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the SPAC Parties given as
provided herein to do so and Opco shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company or Opco to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company or Opco shall have delivered a written revocation of such authority
to the Trustee;


 


(f)  
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or
other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine
and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give
its prior written consent thereto;


 


(g)
Verify the accuracy of the information contained in the Registration Statement;


 






    5


     


    

 


(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the SPAC Parties documenting the taxes payable by the SPAC Parties, if any, relating to any interest income earned
on the Property;


 


(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by,
and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the SPAC Parties, including,
but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) and 1(k) hereof.


 


4.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the SPAC Parties under this Agreement, including, without
limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the SPAC Parties and their
assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.
Termination. This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the SPAC Parties that it desires to resign under this Agreement, the SPAC Parties shall
use their reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement.
At such time that the SPAC Parties notify the Trustee that a successor trustee has been appointed and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate;
provided, however, that in the event that the SPAC Parties do not locate a successor trustee within ninety (90) days of receipt of the
resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State
of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be
immune from any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance with the
provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 






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6.
Miscellaneous.


 


(a)
The Company, Opco and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company, Opco and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing
funds transfers, the Trustee shall rely upon all information supplied to it by the SPAC Parties, including account names, account numbers,
and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the funds.


 


(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Sections 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of
sixty-five percent (65%) of the then outstanding Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of
the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly elected
to redeem his, her or its Class A Ordinary Shares in connection with a shareholder vote to approve an amendment to this Agreement that
would affect the substance or timing of the Company’s obligation to redeem 100% of its Class A Ordinary Shares and Class A Units
if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and
restated memorandum and articles of association), this Agreement or any provision hereof may only be changed, amended or modified (other
than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State
of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile or email transmission:


 






    7


     


    

 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


		Attn:	Francis
                                            Wolf and Celeste Gonzalez



		Email:	fwolf@continentalstock.com

                                                                                cgonzalez@continentalstock.com




 


if
to the Company or Opco, to:


 


Rice
Acquisition Corp. II


102
East Main Street, Second Story


Carnegie,
Pennsylvania 15106


		Attn:	J.
                                            Kyle Derham



		Email:	kyle@riceinvestmentgroup.com



 


in
each case, with copies to:


 


Kirkland
& Ellis LLP


609
Main Street


Houston,
Texas 77002


		Attn:	Matthew
                                            Pacey and Lanchi Huynh



		Email:	matt.pacey@kirkland.com



Lanchi.huynh@kirkland.com


 


and


 


Citigroup
Global Markets Inc.


		[●]	



		[●]	



		Attn:	[●]



		Email:	[●]



 






    8


     


    

 


and


 


Barclays
Capital Inc.


		[●]	



		[●]	



		Attn:	[●]



		Email:	[●]



 


and


 


Vinson
& Elkins L.L.P.


1001
Fannin Street, Suite 2500


Houston,
Texas 77002


		Attn:	David
                                            P. Oelman, E. Ramey Layne and Sarah K. Morgan



		Email:	doelman@velaw.com



rlayne@velaw.com


smorgan@velaw.com


 


(f)  
Each of the Company, Opco and the Trustee hereby represents that it has the full right and power and has been duly authorized
to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees
that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(g)
Each of the Company, Opco and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters,
are third party beneficiaries of this Agreement.


 


(h)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.


 


[Signature
Page Follows]


 




    9


     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company,
	 	as Trustee
	 	 	 
	 	By:	 
	 	Name:	Francis Wolf
	 	Title:	Vice President
	 	 	 
	 	COMPANY:
	 	 	 
	 	Rice Acquisition Corp. II
	 	 	 
	 	By:	 
	 	Name: 	Daniel Joseph Rice, IV
	 	Title:	Chief Executive Officer
	 	 	 
	 	OPCO:
	 	 	 
	 	Rice Acquisition Holdings II LLC
	 	 	 
	 	By:	                                 
	 	Name:	Daniel Joseph Rice, IV
	 	Title:	Chief Executive Officer



 


[Signature Page to Investment Management Trust Agreement]


 




     


     


    

 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Deduction by Trustee from accumulated disbursements made to Opco under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Opco upon delivery of service pursuant to Sections 1(i) and 1(k)	 	 	Prevailing rates	 



 




    Schedule A


     


    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re: Trust
Account—Termination Letter 


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement by and among Rice Acquisition Corp. II (the “Company”),
Rice Acquisition Holdings II LLC (“Opco”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into
an agreement with ____________________ (the “Target Business”) to consummate a business combination with Target
Business (the “Business Combination”) on or about ____________________, 20___. The Company shall notify you
at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
and to transfer the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the SPAC
Parties shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating
account at J.P. Morgan Chase Bank, N.A. awaiting distribution, Opco will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the SPAC Parties (the “Notification”)
and (ii) the SPAC Parties shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that the
Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) written instruction signed
by the SPAC Parties with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from
the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms
of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date
without penalty, you will notify the SPAC Parties in writing of the same and the SPAC Parties shall direct you as to whether such funds
should remain in the Trust Account and be distributed after the Consummation Date to Opco. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 






    A-1


     


    

 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the SPAC Parties, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on
the business day immediately following the Consummation Date as set forth in such written instructions as soon thereafter as possible.


 


	 	Very truly yours,
	 	 	 
	 	Rice Acquisition Corp. II
	 	 	 
	 	By:	 
	 	Name:	Daniel Joseph Rice, IV
	 	Title:	Chief Executive Officer
	 	 	 
	 	Rice Acquisition Holdings II LLC
	 	 	 
	 	By:	 
	 	Name:	Daniel Joseph Rice, IV
	 	Title:	Chief Executive Officer



 


		cc:	Citigroup
Global Markets Inc.



Barclays
Capital Inc.


 




    A-2


     


    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account — Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement by and among Rice Acquisition Corp. II (the “Company”),
Rice Acquisition Holdings II LLC and Continental Stock Transfer & Trust Company (the “Trustee”), dated
as of [●], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect
a business combination with a Target Business within the time frame specified in the Company’s Amended and Restated Memorandum
and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Holders. The
SPAC Parties have selected J.P.Morgan Chase Bank, N.A. as the effective date for the purpose of determining when the Holders will be
entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity
as Paying Agent, agree to distribute said funds directly to the Holders in accordance with the terms of the Trust Agreement, the Amended
and Restated Memorandum and Articles of Association of the Company and the Amended and Restated Limited Liability Company Agreement of
Opco. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating
the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section
1(j) of the Trust Agreement.


 


[Signature
page follows]


 




    B-1


     


    

 





	 	Very truly yours,
	 	 	 
	 	Rice Acquisition Corp. II
	 	 	 
	 	By:	          
	 	Name:	Daniel Joseph Rice, IV
	 	Title:	Chief Executive Officer
	 	 	 
	 	Rice Acquisition Holdings II LLC
	 	 	 
	 	By:	 
	 	Name:	Daniel Joseph Rice, IV
	 	Title:	Chief Executive Officer


 


		cc:	Citigroup
Global Markets Inc.



Barclays
Capital Inc.


 




    B-2


     


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:Trust
Account — Tax Payment Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement by and among Rice Acquisition Corp. II (the “Company”),
Rice Acquisition Holdings II LLC (“Opco”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of [●], 2021 (the “Trust Agreement”), the SPAC Parties hereby request that you deliver to Opco
$_____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


Opco
needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms
of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to Opco’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


[Signature
page follows]


 




    C-1


     


    

 





	 	Very truly yours,
	 	 	 
	 	Rice Acquisition Corp. II
	 	 	 
	 	By:	 
	 	Name:	Daniel Joseph Rice, IV
	 	Title:	Chief Executive Officer
	 	 	 
	 	Rice Acquisition Holdings II LLC
	 	 	 
	 	By:	 
	 	Name:	Daniel Joseph Rice, IV
	 	Title:	Chief Executive Officer


 


		cc:	Citigroup
Global Markets Inc.



Barclays
Capital Inc.


 




    C-2


     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re: Trust
Account — Shareholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement by and among Rice Acquisition Corp. II (the “Company”),
Rice Acquisition Holdings II LLC (“Opco”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of [●], 2021 (the “Trust Agreement”), the SPAC Parties hereby request that you deliver to the
redeeming Public Shareholders of the Company $_____________ of the principal and interest income earned on the Property as of the date
hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
SPAC Parties need such funds to pay the Public Shareholders who have properly elected to have their Class A Ordinary Shares redeemed
by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and
articles of association that affects the substance or timing of the SPAC Parties’ obligation to redeem 100% of the Class A Ordinary
Shares and Class A Units if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated memorandum and articles of association. As such, you are hereby directed and authorized to transfer (via wire transfer)
such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.


 


[Signature
page follows]


 




    D-1


     


    

 


	 	Very truly yours,
	 	 	 
	 	Rice Acquisition Corp. II
	 	 	 
	 	By:	 
	 	Name:	Daniel Joseph Rice, IV
	 	Title:	Chief Executive Officer
	 	 	 
	 	Rice Acquisition Holdings II LLC
	 	 	 
	 	By:	           
	 	Name:	Daniel Joseph Rice, IV
	 	Title:	Chief Executive Officer


 


		cc:	Citigroup
Global Markets Inc.



Barclays
Capital Inc.


 

 


D-2