Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS, the Sponsor, Jide Famuagun,
Carrie M. Fox and James Lytal own an aggregate of 7,187,600 Class B Units (“Class B Units”) of Rice Acquisition
Holdings II LLC (“Opco”) and a corresponding number of the Company’s Class B ordinary shares, par value
$0.0001 per share (“Class B Ordinary Shares”);


 


WHEREAS, the Sponsor also owns
(i) 2,500 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”),
and (ii) 100 Class A Units of Opco (“Class A Units”) and a corresponding number of Class B Ordinary Shares (collectively,
the “Sponsor Shares”);


 


WHEREAS, the Class B Units will
automatically convert into Class A Units at the time of the Company’s initial Business Combination (as defined below) on a one-for-one
basis, subject to adjustment pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Opco, dated [●],
2021;


 


WHEREAS, following the initial
Business Combination, the Holders will have the right to exchange their Class A Units (and a corresponding number of Class B Ordinary
Shares) for Class A Ordinary Shares on a one-for-one basis;


 


WHEREAS, on [●], 2021, the
Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed
to purchase 9,000,000 warrants (or 9,750,000 warrants if the over-allotment option in connection with the Company’s initial public
offering is exercised in full) (the “Sponsor Private Placement Warrants”) in a private placement transaction
occurring simultaneously with the closing of the Company’s initial public offering; and


 


WHEREAS, the Company and the Holders
desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to
certain securities of the Company, as set forth in this Agreement.


 






     


     


    

 


NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


Article
I


DEFINITIONS


 


1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth
below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made
in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for
not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business Combination”
shall mean any merger, capital share exchange, asset acquisition, share purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.


 


“Class A Ordinary Shares”
shall have the meaning given in the Recitals hereto.


 


“Class A Units”
shall have the meaning given in the Recitals hereto.


 


“Class B Ordinary Shares”
shall have the meaning given in the Recitals hereto.


 


“Class B Units”
shall have the meaning given in the Recitals hereto.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1 of this Agreement.


 


“Demanding Holder”
shall mean, (i) for purposes of a Demand Registration, any Holder or group of Holders, that together holds Registrable Securities having
an aggregate value of at least $25 million, at the time of the written demand, and (ii) for purposes of an Underwritten Demand, any Holder
or group of Holders, that together elects to dispose of Registrable Securities having an aggregate value of at least $25 million, at the
time of the Underwritten Demand, under a Registration Statement pursuant to an Underwritten Offering.


 


“Effectiveness Period”
shall have the meaning given in subsection 3.1.1 of this Agreement.


 






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“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-3”
shall mean Form S-3 or any similar short-form registration statement that may be available at such time.


 


“Founder Shares”
shall have the meaning given in the Recitals hereto.


 


“Founder Share Lock-up
Period” shall mean, with respect to the Founder Shares, the period ending on the earliest of (A) one year after the completion
of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) the date on which the closing price
of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar
transaction that results in all of the Company’s public shareholders having the right to exchange their Class A Ordinary Shares
for cash, securities or other property.


 


“Holder Indemnified
Persons” shall have the meaning given in subsection 4.1.1 of this Agreement.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Insider Letter”
shall mean that certain letter agreement, dated as of [●], 2021, by and among the Company, Opco and the officers and directors of
the Company.


 


“Maximum Number of
Securities” shall have the meaning given in subsection 2.1.4 of this Agreement.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which
they were made not misleading.


 


“Opco”
shall have the meaning given in the Recitals hereto.


 


“Permitted Transferees”
means a person or entity to whom a Holder is permitted to transfer Registrable Securities prior to the expiration of the Founder Shares
Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter and any other applicable agreement between
such Holder and the Company, and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1 of this Agreement.


 


“Private Placement
Lock-up Period” shall mean, with respect to the Private Placement Warrants and Class A Ordinary Shares underlying the Private
Placement Warrants, until thirty (30) days after the completion of a Business Combination.



 






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“Private Placement
Warrants” shall have the meaning given in the Recitals hereto.


 


“Pro Rata”
shall have the meaning given in subsection 2.1.4 of this Agreement.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) the Class A Ordinary Shares issued or issuable upon the exchange of Class A Units (and the corresponding Class B Ordinary
Shares), (b) the Private Placement Warrants (including any Class A Ordinary Shares issued or issuable upon the exercise of any such Private
Placement Warrants or, if applicable, upon exchange of Class A Units issued upon the exercise of any such Private Placement Warrants),
(c) any equity securities (including the Class A Ordinary Shares issued or issuable upon the exercise of any such equity security) of
the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder, (d) any
outstanding Class A Ordinary Shares, including Class A Ordinary Shares comprising the Sponsor Shares, or any other equity security (including
the Class A Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the
date of this Agreement and (e) any other equity security of the Company issued or issuable with respect to any such Class A Ordinary Shares
by way of a share capitalizations or share split or in connection with a combination of shares, recapitalization, merger, consolidation
or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities
when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and
such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities
shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have
been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities
Act; (C) such securities shall have ceased to be outstanding; or (D) such securities may be sold without registration pursuant to Rule
144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other
restrictions or limitations).


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having been
declared effective by, or become effective pursuant to rules promulgated by, the Commission.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


	 	(A)	all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority and any securities exchange on which the Class A Ordinary Shares is then listed);


 






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	 	(B)	fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);


 


	 	(C)	printing, messenger, telephone and delivery expenses;


 


	 	(D)	reasonable fees and disbursements of counsel for the Company;


 


	 	(E)	reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and


 


	 	(F)	reasonable fees and expenses of one (1) legal counsel selected by the Demanding Holders initiating a Demand Registration or Underwritten Demand to be registered for offer and sale in the applicable Registration or Underwritten Offering.


 


“Registration Statement”
shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.3 of this Agreement.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor”
shall have the meaning given in the Preamble.


 


“Sponsor Private Placement
Warrants” shall have the meaning given in the Recitals hereto.


 


“Sponsor Shares”
shall have the meaning given in the Recitals hereto.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten Demand”
shall have the meaning given in subsection 2.1.3 of this Agreement.


 


“Underwritten Offering”
shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution
to the public.


 






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Article
II 

REGISTRATIONS


 


2.1
Demand Registration.


 


2.1.1 Request for
Registration. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, at any time and from time to time
on or after the date the Company consummates the Business Combination, any Demanding Holder may make a written demand for
Registration of all of the then-outstanding Registrable Securities and the Company shall file with the Commission, as soon as
reasonably practicable, but in no event later than sixty (60) days following the receipt of such written demand, a Registration
Statement covering such Registrable Securities (a “Demand Registration”). Such written demand will specify
the intended methods of distribution. The Company shall use its reasonable best efforts to cause such Registration Statement to be
declared effective by, or become effective pursuant to rules promulgated by, the Commission as soon as reasonably practicable after
the initial filing of the Registration Statement in accordance with Section 3.1 of this Agreement.


 


2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 of this Agreement or any other part of this Agreement,
a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed
with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by, or become effective
pursuant to rules promulgated by, the Commission and (ii) the Company has complied with all of its obligations under this Agreement with
respect thereto. The Company shall not be obligated or required to file another Registration Statement until the Registration Statement
that has been previously filed with respect to a Registration pursuant to a Demand Registration is subsequently terminated. Subject to
the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of
the Commission (x) as shall be selected by the Company and (y) as shall permit the disposition of the Registrable Securities in accordance
with the intended method or methods of disposition specified in the Demand Registration. If at any time a Registration Statement on Form
S-3 filed with the Commission pursuant to Section 2.1.1 of this Agreement is effective and a Holder provides written notice to the Company
that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company
will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place in accordance
with the terms of this Agreement.


 


2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make a
written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with
Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10) days of the
Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who
thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant
to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such
Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days
(one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from
the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s)
shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All
such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the
Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more
than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an
Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.


 






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2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to a Underwritten
Demand, in good faith, advises or advise the Company, the Demanding Holders, the Requesting Holders and other persons or entities holding
Class A Ordinary Shares or other equity securities of the Company that the Company is obligated to include pursuant to separate written
contractual arrangements with such persons or entities (if any) in writing that the dollar amount or number of Registrable Securities
or other equity securities of the Company requested to be included in such Underwritten Offering exceeds the maximum dollar amount or
maximum number of equity securities of the Company that can be sold in the Underwritten Offering without adversely affecting the proposed
offering price, the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum
number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include
in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if
any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has
requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Holders and
Requesting Holders have requested be included in such Underwritten Offering (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (i), Class A Ordinary Shares or other equity securities of the Company
that the Company desires to sell and that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), Class A Ordinary Shares or other
equity securities of the Company held by other persons or entities that the Company is obligated to include pursuant to separate written
contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.5
Demand Registration Withdrawal. The Demanding Holders initiating a Demand Registration pursuant to a Registration under subsection
2.1.1 of this Agreement shall have the right to withdraw from such Registration pursuant to such Demand Registration for any or no reason
whatsoever upon written notification to the Company of their intention to withdraw from such Registration prior to the effectiveness of
the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such
Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


2.2
Piggyback Registration.


 


2.2.1 Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to (i) file a
Registration Statement under the Securities Act with respect to an offering of equity securities of the Company, or securities or
other obligations exercisable or exchangeable for, or convertible into equity securities of the Company, for its own account or for
the account of shareholders of the Company, other than a Registration Statement (A) filed in connection with any employee share
option or other benefit plan, (B) for an exchange offer or offering of securities solely to the Company’s existing
shareholders, (C) for an offering of debt that is convertible into equity securities of the Company or (D) for a dividend
reinvestment plan, or (ii) consummate an Underwritten Offering for its own account or for the account of shareholders of the
Company, then the Company shall give written notice of such proposed action to all of the Holders of Registrable Securities as soon
as practicable (but in the case of filing a Registration Statement, not less than ten (10) days before the anticipated filing date
of such Registration Statement), which notice shall (x) describe the amount and type of securities to be included, the intended
method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (y) offer to all of the
Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may
request in writing within (a) five (5) days in the case of filing a Registration Statement and (b) two (2) days in the case of an
Underwritten Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after
receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good
faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the
managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the
Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar
securities of the Company included in such Piggyback Registration and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable
Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with
the Underwriter(s) selected for such Underwritten Offering by the Company.


 






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2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of shares of the equity securities of the Company that the Company desires to sell, taken
together with (i) the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been demanded
pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder,
(ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2 of this Agreement
and (iii) the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested
pursuant to separate written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number
of Securities, then:


 


(a) If the Registration or
Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Registration or
Underwritten Offering (A) first, the Class A Ordinary Shares or other equity securities of the Company that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to
register their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding
the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (A) and (B), Class A Ordinary Shares or other equity securities of the Company, if any, as to which Registration
or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights of other shareholders of
the Company, which can be sold without exceeding the Maximum Number of Securities; or


 


(b)
If the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or Underwritten Offering (A) first, Class A Ordinary Shares or other equity securities
of the Company, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant
to subsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Class A Ordinary Shares or
other equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C),
Class A Ordinary Shares or other equity securities of the Company for the account of other persons or entities that the Company is obligated
to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the
Maximum Number of Securities.


 






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2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its
intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for
withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant to
Section 2.2 of this Agreement shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected under Section
2.1 of this Agreement.


 


2.3 Restrictions on
Registration Rights. If (A) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the
Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (B) the Holders have
requested a Demand Registration or an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the
Board such Registration or Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result
that it is essential to defer the filing of such Registration Statement or the undertaking of such Underwritten Offering at such
time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in
the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed or
to undertake such Underwritten Offering in the near future and that it is therefore essential to defer the filing of such
Registration Statement or undertaking of such Underwritten Offering. In such event, the Company shall have the right to defer such
filing or offering for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its
obligation in this manner more than once in any twelve (12)-month period.


 






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Article
III 

COMPANY PROCEDURES


 


3.1
General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required
to effect the Registration of Registrable Securities pursuant to this Agreement, the Company shall use its best efforts to effect such
Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant
thereto the Company shall, as expeditiously as possible and to the extent applicable:


 


3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold or are no longer outstanding (such period, the “Effectiveness Period”);


 


3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the Demanding Holders or any Underwriter or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to
keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or are no longer outstanding;


 


3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering, and such Holders’ legal
counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in
each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each preliminary
Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the
legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by
such Holders; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available
on the Commission’s EDGAR system;



 






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3.1.4
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii)
take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved
by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all
other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall
not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any
action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;


 


3.1.5
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 


3.1.8
during the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment
or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration
Statement or Prospectus, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities
or its counsel; provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available
on the Commission’s EDGAR system;


 


3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 of this Agreement;


 


3.1.10
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or
Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement or the
Prospectus, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any
such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such
representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information;


 






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3.1.11 obtain
a comfort letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, in customary
form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter may reasonably request,
and reasonably satisfactory to a majority in-interest of the participating Holders;


 


3.1.12 on the
date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing
the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriters, if any,
covering such legal matters with respect to the Registration in respect of which such opinion is being given as the placement agent, sales
agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably
satisfactory to such placement agent, sales agent or Underwriter;


 


3.1.13  in the
event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form,
with the managing Underwriter of such offering;


 


3.1.14  make available
to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning
with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);


 


3.1.15  use its
reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16  otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


3.2
Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities
of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably
required under the terms of such underwriting arrangements.



 






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3.4
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has
received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants
to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised
in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration or Underwritten Offering at any time would require the Company to make an Adverse Disclosure
or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons
beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing
or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than
thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights
under the preceding sentences in this Section 3.4, the Holders agree to suspend, immediately upon their receipt of the notices referred
to in this Section 3.4, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable
Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under
this Section 3.4.


 


3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act.
The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Holder to sell shares of Registrable Securities held by such Holder without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such
Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


Article
IV 

INDEMNIFICATION AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1 The Company agrees to
indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who
controls such Holder (within the meaning of the Securities Act) (collectively, the “Holder Indemnified
Persons”) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees
and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’ rights under this
Section 4.1) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except insofar as the same are caused by or contained in any information furnished in writing
to the Company by or on behalf of such Holder Indemnified Person specifically for use therein.


 






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4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors and
officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses (including reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out
of the enforcement of each such persons’ rights under this Section 4.1) resulting from any untrue or alleged untrue statement of
material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, but only to the extent that the same are made in reliance on and
in conformity with information relating to the Holder so furnished in writing to the Company by or on behalf of such Holder specifically
for use therein. In no event shall the liability of any selling Holder hereunder be greater in amount than the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.


 


4.1.3
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there
may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying
party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,
without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4 The indemnification provided
for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities.


 






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4.1.5
If the indemnification provided under Section 4.1 of this Agreement is held by a court of competent jurisdiction to be unavailable to
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault
of the indemnifying party and indemnified party shall be determined by a court of law by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or such indemnified party and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any
Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving
rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be
deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 of this Agreement, any legal or other fees,
charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that
it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any
other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant
to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 


Article
V 

MISCELLANEOUS


 


5.1 Notices. Any
notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the
party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by
courier service providing evidence of delivery or (iii) transmission by hand delivery, telecopy, telegram, facsimile or email. Each
notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third (3rd) business day following the date on which it is mailed,
in the case of notices delivered by courier service, hand delivery, telecopy or telegram, at such time as it is delivered to the
addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon
presentation, and in the case of notices delivered by facsimile or email, at such time as it is successfully transmitted to the
addressee. Any notice or communication under this Agreement must be addressed, if to the Company or the Sponsor, to: 102 East Main
Street, Second Story, Carnegie, Pennsylvania 15106, or by email at: kyle@riceinvestmentgroup.com, and, if to any Holder, to the
address of such Holder as it appears in the applicable register for the Registrable Securities or such other address as may be
designated in writing by such Holder (including on the signature pages hereto). Any party may change its address for notice at any
time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty
(30) days after delivery of such notice as provided in this Section 5.1.


 






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5.2
Assignment; No Third Party Beneficiaries.


 


5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part.


 


5.2.2
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors.


 


5.2.3
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in
this Agreement and Section 5.2 of this Agreement.


 


5.2.4
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the
Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.2.5
Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may
assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with
a transfer of Registrable Securities by such Holder to a Permitted Transferee and in accordance with the requirements of Section 5.2.4.


 


5.3
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which
shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF
SUCH JURISDICTION.


 






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5.5 Amendments and
Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may
be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a
holder of the capital shares of the Company, in a manner that is materially different from the other Holders (in such capacity)
shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party
hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement
shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or
remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies
hereunder or thereunder by such party.


 


5.6
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities and
other than the holders of warrants issued to public investors pursuant to the Warrant Agreement, between the Company, OpCo and Continental
Stock Transfer & Trust Company, as warrant agent, has any right to require the Company to register any securities of the Company for
sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account
or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration
rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements
and this Agreement, the terms of this Agreement shall prevail.


 


5.7
Term. This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement and (ii)
with respect to any Holder, the date as of which such Holder ceases to hold any Registrable Securities. The provisions of Article IV shall
survive any termination.


 


[SIGNATURE PAGES FOLLOW]



 






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IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.


 





	 	COMPANY:
	 	 
	 	RICE ACQUISITION CORP. II, 
	 	a Cayman Islands exempt company
	 	 
	 	By:	
	 	 	Name:  	Daniel Joseph Rice, IV 
	 	 	Title: 	Chief Executive Officer
	 	 	 	 
	 	HOLDERS:
	 	 
	 	RICE ACQUISITION SPONSOR II LLC
	 	 
	 	By:	 
	 	 	Name:	Daniel Joseph Rice, IV 
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	 
	 	Jide Famuagun
	 	 	 	 
	 	 
	 	Carrie M. Fox
	 	 	 	 
	 	 
	 	James Lytal


 


[Signature Page to Registration Rights Agreement]