Exhibit 4.5


 


DESCRIPTION
OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES 

EXCHANGE ACT OF 1934


 


The
following summary of the material terms of the securities of Rice Acquisition Corp. (“we,”“us,”“our”
or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is
subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference
as an exhibit to the company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”),
and applicable Delaware law. We urge you to read our amended and restated memorandum and articles of association in their entirety
for a complete description of the rights and preferences of our securities.


 


Certain
Terms


 


Unless
otherwise stated in this exhibit, or the context otherwise requires, references to:


 


		●	“Atlas
                                         Point Fund” are to Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited
                                         liability company;



 


		●	“Common
                                         stock” are to our Class A common stock and our Class B common stock, collectively;



 


		●	“equity-linked
                                         securities” are to any securities of our company or any of our subsidiaries which
                                         are convertible into, or exchangeable or exercisable for, equity securities of our company
                                         or such subsidiary, including any securities issued by our company or any of our subsidiaries
                                         which are pledged to secure any obligation of any holder to purchase equity securities
                                         of our company or any of our subsidiaries, and including Opco Units;



 


		●	“forward
                                         purchase agreement” are to the agreement that provides for the sale of the forward
                                         purchase securities to Atlas Point Fund in a private placement that will close simultaneously
                                         with the closing of our initial business combination;



 


		●	“forward
                                         purchase securities” are to either the forward purchase units valued at $10.00
                                         per unit or the forward purchase shares valued at $9.67 per share, which may be issued
                                         at our discretion pursuant to the forward purchase agreement;



 


		●	“forward
                                         purchase shares” are to our Class A common stock that may be issued pursuant to
                                         the forward purchase agreement;



 


		●	“forward
                                         purchase units” are to the units, consisting of one share of our Class A common
                                         stock and one-third of one warrant that may be issued pursuant to the forward purchase
                                         agreement;



 


		●	“forward
                                         purchase warrants” are to the warrants that may be sold as part of the forward
                                         purchase units pursuant to the forward purchase agreement;



 


		●	“founder
                                         shares” are to the Class B Units of Opco initially issued in a private placement
                                         to our sponsor prior to our initial public offering (or the Class A Units of Opco into
                                         which such Class B Units will convert) and a corresponding number of shares of our non-economic
                                         Class B common stock;



 


		●	“initial
                                         stockholders” are to holders of our founder shares and sponsor shares prior to
                                         our initial public offering, including Atlas Point Energy Infrastructure Fund, LLC;



 


		●	“management”
                                         or our “management team” are to our officers and directors;



 


		●	“Opco”
                                         is to Rice Acquisition Holdings LLC;



 


		●	“Opco
                                         Units” are to the Class A Units and Class B Units of Opco;



 






     


     


    

 


		●	“private
                                         placement warrants” are to the warrants issued to our sponsor and Atlas Point Fund
                                         in private placements simultaneously with the closing of our initial public offering;



 


		●	“public
                                         shares” are to shares of our Class A common stock sold as part of the units in
                                         our initial public offering and, unless otherwise stated herein, the 2,500 shares of
                                         our Class A common stock forming part of the sponsor shares, which collectively represent
                                         100% of the economic interests in Rice Acquisition Corp.;



 


		●	“public
                                         stockholders” are to the holders of our public shares, including our initial stockholders
                                         and management team to the extent our initial stockholders and/or members of our management
                                         team purchase public shares, provided that each initial stockholder’s and member
                                         of our management team’s status as a “public stockholder” shall only
                                         exist with respect to such public shares;



 


		●	“public
                                         warrants” are to the warrants sold as part of the units in our initial public offering;



 


		●	“Rice
                                         Investment Group” is a multi-strategy fund controlled by the Rice family and other
                                         members of our management focused on a diverse array of energy related investments, including
                                         energy transition investments;



 


		●	“sponsor”
                                         are to Rice Acquisition Sponsor LLC, a Delaware limited liability company. Our sponsor
                                         is controlled by its managing members, Daniel Joseph Rice, IV and J. Kyle Derham, and
                                         owned by members of our management and other individuals, and is an affiliate of Rice
                                         Investment Group;



 


		●	“sponsor
                                         shares” are to the 100 Class A Units of Opco and corresponding number of shares
                                         of our non-economic Class B common stock (which together will be exchangeable into shares
                                         of Class A common stock after our initial business combination on a one-for-one basis)
                                         and the 2,500 shares of our Class A common stock purchased by our sponsor in a private
                                         placement prior to our initial public offering; and



 


		●	“we,”
                                         “us,” “company” or “our company” are to Rice Acquisition
                                         Corp. and Opco.



 


General


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 250,000,000 shares of our Class
A common stock, $0.0001 par value, 20,000,000 shares of our Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated
preferred stock, $0.0001 par value. The following description summarizes certain terms of our capital stock as set out more particularly
in our amended and restated certificate of incorporation. Because it is only a summary, it may not contain all the information
that is important to you.


 


Units


 


Each
unit has an offering price of $10.00 and consists of one whole share of our Class A common stock and one-half of one warrant.
Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share,
subject to adjustment as described in this exhibit. Pursuant to the warrant agreement, a warrantholder may exercise its warrants
only for a whole number of shares of our Class A common stock. This means that only a whole warrant may be exercised at any given
time by a warrantholder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. The Class A common
stock and warrants comprising the units began separate trading on December 14, 2020. Once the shares of our Class A common stock
and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the
component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares
of our Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.


 






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The
Class A Common Stock and Warrants began separate trading on December 14, 2020. Holders of the Units have the option to continue
to hold Units or separate their Units into the component securities. Holders need to have their brokers contact our transfer agent
in order to separate the Units into shares of Class A Common Stock and Warrants.


 


Common
Stock


 


Upon
the closing of our initial public offering, there were 24,658,850 shares of our common stock outstanding, consisting of:


 


		●	23,727,500
                                         shares of our Class A common stock underlying the Units being offered in our initial
                                         public offering; and



 


		●	5,931,350
                                         shares of Class B common stock held by our sponsor.



 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of
our Class B common stock will have the right to elect all of our directors prior to our initial business combination. On any other
matter submitted to a vote of our stockholders, holders of our Class A common stock and holders of our Class B common stock will
vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.


 


Unless
specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the General
Corporation Law of Delaware, as amended (the “DGCL”) or applicable stock exchange rules, the affirmative vote of a
majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Our
board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class
of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. The holders
of our Class A common stock are entitled to receive ratable dividends when, as and if declared by the board of directors out of
funds legally available therefor. Pursuant to the terms of our amended and restated certificate of incorporation, holders of our
Class B common stock have the exclusive right to elect, remove and replace any director prior to the consummation of our initial
business combination. This provision may only be amended if approved by holders of 90% of our common stock entitled to vote thereon.
Holders of our Class B common stock do not have any right to receive a distribution upon a liquidation, dissolution or winding
up of Rice Acquisition Corp.


 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 250,000,000 shares of our Class A common
stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required
to increase the number of shares of our Class A common stock which we are authorized to issue at the same time as our stockholders
vote on the business combination to the extent we seek stockholder approval in connection with our business combination.


 


Our
board of directors is divided into three classes with only one class of directors being elected in each year and each class (except
for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with
the NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our
first fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an
annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made
by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to
the consummation of our initial business combination, and thus, we may not be in compliance with Section 211(b) of the DGCL, which
requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our
initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery
in accordance with Section 211(c) of the DGCL.


 






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Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.
Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to
the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board
of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by
a resolution passed by a majority of our Class B common stock.


 


We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account calculated as of two business days prior to the consummation of our initial business combination including interest
earned on the funds held in the trust account and not previously released to pay franchise and income taxes of the Company or
Opco, divided by the number of then outstanding public shares and Class A Units of Opco (other than those held by Rice Acquisition
Corp.), subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately
$10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced
by the deferred underwriting discounts and commissions we will pay to the underwriters. Pursuant to the Opco LLC Agreement and
a letter agreement that our sponsor, Atlas Point Fund, officers and directors have entered into with us, they have agreed that
any founder shares and sponsor shares are not entitled to redemption rights, and they will waive any such redemption rights for
any public shares held by them, in connection with the completion of our business combination. Unlike many blank check companies
that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide
for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not
required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or
other legal reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant
to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination.
Our amended and restated certificate of incorporation requires these tender offer documents to contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under the SEC’s
proxy rules. If, however, stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval
for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will
complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor
of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of
outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock
of the company entitled to vote at such meeting.


 


However,
the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described
in this exhibit), if any, could result in the approval of our business combination even if a majority of our public stockholders
vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority
of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our business combination once
a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written
notice of any such meeting, if required, at which a vote shall be taken to approve our business combination. These quorum and
voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our
initial business combination.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 20% of the shares of common stock sold in our initial public offering, which we refer to as the Excess Shares. However, we
would not be restricting our stockholders’ ability to vote all of their shares for or against our business combination.
Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our business
combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open
market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete
the business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 20% and, in
order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.


 






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If
we seek stockholder approval in connection with our business combination, our initial stockholders have agreed to vote their founder
shares and any public shares purchased during or after our initial public offering in favor of our initial business combination.
As a result, in addition to our initial stockholders’ founder shares and sponsor shares, we would need 8,896,875, or 37.5%,
of the 23,725,000 public shares sold in our initial public offering to be voted in favor of the business combination (assuming
all outstanding shares are voted) in order to have our initial business combination approved. Additionally, each public stockholder
may elect to redeem its public shares irrespective of whether it votes for or against the proposed transaction (subject to the
limitation described in the preceding paragraph).


 


Pursuant
to our amended and restated certificate of incorporation, if we do not complete our business combination within 24 months from
the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including
interest earned on the funds held in the trust account and not previously released to pay franchise and income taxes of the Company
or Opco (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares
and Class A Units of Opco (other than those held by Rice Acquisition Corp.), which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to
provide for claims of creditors and the requirements of other applicable law. Pursuant to the Opco LLC Agreement and a letter
agreement that our sponsor, Atlas Point Fund, officers and directors have entered into with us, they have agreed that any founder
shares held by them are subject to forfeiture, and will not be entitled to liquidating distributions from the trust account, and
they will waive any such rights to liquidating distributions for any founder shares, if we fail to complete our business combination
within 24 months from the closing of our initial public offering. However, if our sponsor, officers or directors acquired public
shares, other than sponsor shares, in or may acquire after our initial public offering, they will be entitled to liquidating distributions
from the trust account with respect to such public shares and the sponsor shares if we fail to complete our business combination
within the prescribed time period.


 


In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is
made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders
with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit
in the trust account, upon the completion of our initial business combination, subject to the limitations described herein.


 


Founder
Shares


 


The
founder shares include shares of our Class B common stock and Class B Units of Opco (or the Class A Units of Opco into which such
Class B Units convert in connection with our initial business combination). The Class B Units of Opco will convert into Class
A Units of Opco in connection with our initial business combination one-for-one basis, subject to adjustment for stock splits,
stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. The founder
shares are exchangeable for shares of our Class A common stock after the time of our initial business combination, subject to
adjustment for stock splits, dividends, reorganizations and the like and subject to further adjustment as provided herein.


 






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Together,
the founder shares are substantially similar to the shares of our Class A common stock included in the units sold in our initial
public offering, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) only holders
of the founder shares have the right to vote on the election of directors prior to our initial business combination, (ii) the
founder shares are subject to certain transfer restrictions, as described in more detail below, (iii) pursuant to the Opco LLC
Agreement and a letter agreement that our sponsor, Atlas Point Fund, officers and directors have entered into with us, they have
agreed (A) that any founder shares and sponsor shares will not be entitled to redemption rights, and they will waive any such
redemption rights for any public shares held by them, in connection with the completion of our business combination, (B) that
any founder shares and sponsor shares will not be entitled to redemption rights, and they will waive any such redemption rights
for any public shares held by them, in connection with a stockholder vote to approve an amendment to our amended and restated
certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if
we have not consummated an initial business combination within 24 months from the closing of our initial public offering, (C)
that any founder shares are subject to forfeiture, and thus will not be entitled to liquidating distributions from the trust account,
and they will waive any such rights to liquidating distributions for any founder shares, if we fail to complete our business combination
within 24 months from the closing of our initial public offering, although they will be entitled to liquidating distributions
from the trust account with respect to any public shares and any sponsor shares they hold if we fail to complete our business
combination within such time period and (D) in certain limited circumstances the Class B Units of Opco will have more limited
rights to current or liquidating distributions from us, (iv) the founder shares consist of Class B Units of Opco (and any Class
A Units of Opco into which such Class B Units are converted) and a corresponding number of shares of our Class B common stock,
which together will be exchangeable for shares of our Class A common stock after the time of our initial business combination
on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein, and (v) the Class
A common stock into which the founder shares are exchangeable are subject to registration rights. If we submit our business combination
to our public stockholders for a vote, we will complete our initial business combination only if a majority of the outstanding
shares of common stock voted are voted in favor of the initial business combination. Our initial stockholders have agreed to vote
any founder shares held by them and any public shares purchased during or after our initial public offering in favor of our initial
business combination.


 


The
founder shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and
a corresponding number of shares of our Class B common stock, which together will be exchangeable for shares of our Class A common
stock after the time of our initial business combination on a one-for-one basis (subject to adjustment for stock splits, stock
dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case
that additional shares of our Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the
amounts sold in our initial public offering and related to the closing of the business combination (other than the forward purchase
securities), the number of Class A Units of Opco into which the Class B Units of Opco will convert may be adjusted (unless the
holders of a majority of the outstanding founder shares agree to waive such adjustment with respect to any such issuance or deemed
issuance) so that, after all founder shares have been exchanged for shares of our Class A common stock, the aggregate number of
shares of our Class A common stock received by holders in exchange for founder shares would equal 20% of the sum of the total
outstanding shares of common stock following our initial public offering plus all shares of our Class A common stock and equity-linked
securities issued or deemed issued in connection with the business combination (excluding the forward purchase securities and
any shares or equity-linked securities issued, or to be issued, to any seller in the business combination and excluding the sponsor
shares). In addition, the number of outstanding shares of our Class B common stock will be adjusted through a stock split or stock
dividend so that the total number of outstanding shares of our Class B common stock corresponds to the total number of Class A
Units of Opco outstanding (other than those held by Rice Acquisition Corp.) plus the total number of Class A Units of Opco into
which the Class B Units of Opco are entitled to convert.


 


Our
initial stockholders have agreed not to transfer, assign or sell any founder shares held by them, and any shares of our Class
A common stock acquired upon exchange of founder shares, until one year after the date of the consummation of our initial business
combination or earlier if, subsequent to our business combination, (i) the last sale price of our common stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days
within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent
liquidation, merger, stock exchange or other similar transaction that results in all of our stockholders having the right to exchange
their shares of common stock for cash, securities or other property. The founder shares are substantially similar to the shares
of common stock included in the units being sold in our initial public offering, other than certain distribution rights. However,
the holders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to convert
any shares in connection with a stockholder vote to approve a proposed initial business combination.


 






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Dividends


 


We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of
an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial conditions subsequent to completion of an initial business combination. The
payment of any cash dividends subsequent to an initial business combination will be within the discretion of our board of directors
at such time. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one
or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the
relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our board of directors is able to, without stockholder approval, issue preferred stock with voting
and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have
anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have
the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred
stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure
you that we will not do so in the future. No shares of preferred stock were issued or registered in our initial public offering.


 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one whole share of our Class A common stock at a price of $11.50 per
share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our initial
public offering or 30 days after the completion of our initial business combination, provided in each case that we have an effective
registration statement under the Securities Act covering the shares of our Class A common stock issuable upon exercise of the
warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless
basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration
under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrantholder
may exercise its warrants only for a whole number of shares of our Class A common stock. This means that only a whole warrant
may be exercised at any given time by a warrantholder. No fractional warrants will be issued upon separation of the units and
only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade
a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New
York City time, or earlier upon redemption or liquidation. Upon the exercise of a warrant to purchase one share of our Class A
common stock, we will exercise a corresponding warrant to acquire one Class A Unit of Opco.


 


We
will not be obligated to deliver any shares of our Class A common stock pursuant to the exercise of a warrant and will have no
obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares
of our Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to
our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available.
No warrant will be exercisable and we will not be obligated to issue shares of our Class A common stock upon exercise of a warrant
unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under
the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the
two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled
to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash
settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a
unit containing such warrant will have paid the full purchase price for the unit solely for the share of our “Class A common
stock underlying such unit.


 






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We
have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of our initial business
combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the shares of our Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the
same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto,
until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if
our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it
satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option,
require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section
3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration
statement, but we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws
to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable
upon exercise of the warrants is not effective by the 60th day after the closing of the initial business combination, warrant
holders may, until such time as there is an effective registration statement and during any period when we will have failed to
maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise
price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained
by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess
of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and
(B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of our shares
of Class A common stock as reported during the 10 trading days ending on the third trading day prior to the date on which the
notice of exercise is received by the warrant agent.


 


Redemption
of warrants when our Class A common stock equals or exceeds $18.00.


 


Once
the warrants become exercisable, we may call the warrants for redemption for cash (except as described herein with respect to
the private placement warrants):


 


		●	in
                                         whole and not in part;



 


		●	at
                                         a price of $0.01 per warrant;



 


		●	upon
                                         not less than 30 days’ prior written notice of redemption (the “30-day redemption
                                         period”) to each warrantholder; and



 


		●	if,
                                         and only if, the reported last sale price of our Class A common stock equals or exceeds
                                         $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
                                         and the like) for any 20 trading days within a 30-trading day period ending three business
                                         days before we send the notice of redemption to the warrantholders.



 


We
will not redeem the warrants for cash unless a registration statement under the Securities Act covering the shares of Class A
common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A
common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless”
basis and would require the exercising warrantholder to pay the exercise price for each warrant being exercised. If and when the
warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws.


 


If
and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws.


 






    8


     


    

 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time
of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice
of redemption of the warrants, each warrantholder is entitled to exercise his, her or its warrant prior to the scheduled redemption
date. However, the price of our Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise
price after the redemption notice is issued.


 


Redemption
of warrants when our Class A common stock equals or exceeds $10.00.


 


Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private
placement warrants):


 


		●	in
                                         whole and not in part;



 


		●	at
                                         $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption
                                         provided that during such 30 day period holders will be able to exercise their warrants
                                         on a cashless basis prior to redemption and receive that number of shares of our Class
                                         A common stock determined by reference to the table below, based on the redemption date
                                         and the “fair market value” of our shares of Class A common stock (as defined
                                         below) except as otherwise described below provided, further, that if the warrants are
                                         not exercised on a cashless basis or otherwise during such 30 day period, we shall redeem
                                         such warrants for $0.10 per share;



 


		●	if,
                                         and only if, the reported last sale price of our Class A common stock equals or exceeds
                                         $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications,
                                         recapitalizations and the like) on the trading day prior to the date we send the notice
                                         of redemption to the warrantholders; and



 


		●	if,
                                         and only if, there is an effective registration statement covering the issuance of shares
                                         of Class A common stock issuable upon exercise of the warrants and a current prospectus
                                         relating thereto available throughout the 30- day period after written notice of redemption
                                         is given.



 


Beginning
on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their
warrants on a cashless basis. The numbers in the table below represent the number of shares of Class A common stock that a warrantholder
will receive upon a cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the
“fair market value” of our shares of Class A common stock on the corresponding redemption date (assuming holders elect
to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on volume weighted average
price of our shares of Class A common stock as reported during the 10 trading days ending on the third trading day prior to the
date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption
date precedes the expiration date of the warrants, each as set forth in the table below.


 


The
stock prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares
issuable upon exercise of a warrant is adjusted as set forth below. The adjusted stock prices in the column headings will equal
the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares
of our Class A common stock deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of
which is the number of shares of our Class A common stock deliverable upon exercise of a warrant as so adjusted. The number of
shares of our Class A common stock in the table below shall be adjusted in the same manner and at the same time as the number
of shares of our Class A common stock issuable upon exercise of a warrant.


 






    9


     


    

 





	
        Redemption Date
        (period 

to expiration of warrants)
	 	Fair Market Value of Class A Common Stock	 
	 	≤$10.00	 	 	$ 11.00	 	 	$ 12.00	 	 	$ 13.00	 	 	$ 14.00	 	 	$ 15.00	 	 	$ 16.00	 	 	$ 17.00	 	 	≥$18.00	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 





 





The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is
between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class
A common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number
of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based
on a 365-day year. For example, if the volume weighted average price of our Class A common stock for the 10 trading days ending
on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is $11.00
per share, and at such time there are 57 months until the expiration of the warrants, warrantholders may choose to, pursuant to
this redemption feature, exercise the warrants for 0.277 shares of Class A common stock for each whole warrant. For an example
where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average
price of our Class A common stock for the 10 trading days ending on the third trading date prior to the date on which the notice
of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration
of the warrants, warrantholders may choose to, pursuant to this redemption feature, exercise the warrants for 0.298 shares of
Class A common stock for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with
this redemption feature for more than 0.361 shares of our Class A common stock per warrant (subject to adjustment). Finally, as
reflected in the table above, if the warrants are “out of the money” (i.e. the trading price of our Class A common
stock is below the exercise price of the warrants) and about to expire, they cannot be exercised on a cashless basis in connection
with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of Class A common
stock.


 






    10


     


    

 


This
redemption feature differs from the typical warrant redemption features used in other blank check offerings, which typically only
provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class
A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all
of the outstanding warrants (other than the private placement warrants) to be redeemed when the Class A common stock is trading
at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is below the exercise
price of the warrants. We have established this redemption feature to provide the warrants with an additional liquidity feature,
which provides us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold.
Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive
a number of shares representing fair value for their warrants, based on based on an option pricing model with a fixed volatility
input as of the date of this exhibit. This redemption right provides us not only with an additional mechanism by which to redeem
all of the outstanding warrants (other than the private placement warrants), and therefore have certainty as to our capital structure
as the warrants would no longer be outstanding and would have been exercised or redeemed, it will also allow us to quickly proceed
with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in
this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption
price to the warrantholders.


 


As
stated above, we can redeem the warrants when the Class A common stock is trading at a price starting at $10.00, which is below
the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while
providing warrantholders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares.
If we choose to redeem the warrants when the Class A common stock is trading at a price below the exercise price of the warrants,
this could result in the warrantholders receiving fewer shares of Class A common stock than they would have received if they had
chosen to wait to exercise their warrants for shares of Class A common stock if and when such shares of Class A common stock were
trading at a price higher than the exercise price of $11.50.


 


No
fractional shares of Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive
a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock
to be issued to the holder.


 


Redemption
Procedures.


 


A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have
the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as
a holder may specify) of the shares of our Class A common stock outstanding immediately after giving effect to such exercise.


 


Anti-Dilution
Adjustments


 


The
stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares
issuable upon exercise of a warrant is adjusted pursuant to the following three paragraphs. The adjusted stock prices in the column
headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is
the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which
is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table above shall be
adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant.


 


If
the number of outstanding shares of our Class A common stock is increased by a stock dividend payable in shares of our Class A
common stock, or by a split-up of shares of our Class A common stock or other similar event, then, on the effective date of such
stock dividend, split-up or similar event, the number of shares of our Class A common stock issuable on exercise of each warrant
will be increased in proportion to such increase in the outstanding shares of our Class A common stock. A rights offering to holders
of our Class A common stock entitling holders to purchase shares of our Class A common stock at a price less than the fair market
value will be deemed a stock dividend of a number of shares of our Class A common stock equal to the product of (i) the number
of shares of our Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for our Class A common stock) multiplied by (ii) one (1) minus
the quotient of (x) the price per share of our Class A common stock paid in such rights offering divided by (y) the fair market
value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for our Class A common
stock, in determining the price payable for our Class A common stock, there will be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume
weighted average price of our Class A common stock as reported during the ten (10) trading day period ending on the trading day
prior to the first date on which the shares of our Class A common stock trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights.


 






    11


     


    

 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to all or substantially all the holders of our Class A common stock on account of such shares of our
Class A common stock (or other shares of our capital stock into which the warrants are convertible), other than (a) as described
above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of our Class A common stock in
connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of our Class A common
stock in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation that
would affect the substance or timing of our obligation to redeem 100% of our Class A common stock if we have not consummated our
initial business combination within 24 months from the closing of our initial public offering, or (e) in connection with the redemption
of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased,
effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities
or other assets paid on each share of our Class A common stock in respect of such event.


 


If
the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split
or reclassification of shares of our Class A common stock or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of shares of our Class A common stock issuable
on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of our Class A common stock.


 


Whenever
the number of shares of our Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above,
the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by
a fraction (x) the numerator of which will be the number of shares of our Class A common stock purchasable upon the exercise of
the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of our Class
A common stock so purchasable immediately thereafter.


 


In
case of any reclassification or reorganization of the outstanding shares of our Class A common stock (other than those described
above or that solely affects the par value of such shares of our Class A common stock), or in the case of any merger or consolidation
of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that
does not result in any reclassification or reorganization of our outstanding shares of our Class A common stock), or in the case
of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially
as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our Class
A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have
received if such holder had exercised his, her or its warrants immediately prior to such event. If less than 70% of the consideration
receivable by the holders of our Class A common stock in such a transaction is payable in the form of common stock in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or
is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly
exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced
as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The
purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction
occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full
potential value of the warrants. The warrant exercise price will not be adjusted for other events.


 






    12


     


    

 


The
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as
warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any
holder to cure any ambiguity or correct any defective provision or mistake (including to conform the terms of the warrants to
those described herein, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make
any change that adversely affects the interests of the registered holders of public warrants and 50% of the registered holders
of the private warrants to make any change to the terms of the private warrants. You should review a copy of the warrant agreement,
which was filed with our registration statement on Form S-1 that was filed in connection with our initial public offering, for
a complete description of the terms and conditions applicable to the warrants.


 


In
addition, if we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a newly issued price of less than $9.20 per share of common stock (with
such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such
issuance to our sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates,
as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the newly issued price, the $18.00 per share redemption trigger price described above under “Redemption of Warrants
For Cash When Our Class A Common Stock Equals or Exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180%
of the newly issued price, and the $10.00 per share redemption trigger price described above under “Redemption of Warrants
When Our Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the newly
issued price.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied
by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to
us, for the number of warrants being exercised. The warrantholders do not have the rights or privileges of holders of our Class
A common stock or any voting rights until they exercise their warrants and receive shares of our Class A common stock. After the
issuance of shares of our Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each
share held of record on all matters to be voted on by stockholders.


 


No
fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of our Class
A common stock to be issued to the warrantholder.


 


Private
Placement Warrants


 


The
private placement warrants (including the shares of our Class A common stock or Class A Units of Opco (and corresponding shares
of our Class B common stock) issuable upon exercise of the private placement warrants) will not be transferable, assignable or
salable until 30 days after the completion of our initial business combination (except, among other limited exceptions as described
under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants,” to our officers
and directors and other persons or entities affiliated with our sponsor), and they will not be redeemable by us so long as they
are held by our sponsor, Atlas Point Fund or their permitted transferees. Our sponsor, Atlas Point Fund or their permitted transferees,
have the option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in our initial
public offering, including as to exercise price, exercisability and exercise period. If the private placement warrants are held
by holders other than our sponsor, Atlas Point Fund or their permitted transferees, the private placement warrants will be redeemable
by us and exercisable by the holders on the same basis as the warrants included in the units being sold in our initial public
offering and will only be exercisable for shares of our Class A common stock. Upon the exercise of a warrant to purchase one share
of our Class A common stock, Rice Acquisition Corp. will exercise a corresponding warrant to acquire one Class A Unit of Opco.


 






    13


     


    

 


If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
his, her or its warrants for that number of shares of our Class A common stock or Class A Units of Opco (and corresponding shares
of our Class B common stock) equal to the quotient obtained by dividing (x) the product of the number of shares of our Class A
common stock or Class A Units of Opco (and corresponding shares of our Class B common stock) underlying the warrants, multiplied
by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the
fair market value. The “fair market value” shall mean the volume weighted average price of our Class A common stock
as reported during the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise
is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long
as they are held by our sponsor, Atlas Point Fund or their permitted transferees is because it is not known at this time whether
they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our
securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling
our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell
our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information.


 


Accordingly,
unlike public stockholders who could sell the shares of our Class A common stock issuable upon exercise of the warrants freely
in the open market to fund their cash exercise price, the insiders could be significantly restricted from doing so. As a result,
we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In
order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of
our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete
our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us.
In the event that our initial business combination does not close, we may use a portion of the working capital held outside the
trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such
warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.


 


Our
sponsor has agreed not to transfer, assign or sell any of the private placement warrants (including the our Class A common stock
or Class A Units of Opco (and corresponding shares of our Class B common stock) issuable upon exercise of any of these warrants)
until the date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions
as described under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants” made
to our officers and directors and other persons or entities affiliated with our sponsor. If our sponsor transfers our private
placement warrants to any person other than a permitted transferee, the transferred warrants will become identical to our public
warrants, including that they will be subject to redemption in certain circumstances, they generally will not be exercisable on
a cashless basis, and they will be exercisable solely for our Class A common stock.


 


Forward
Purchase Securities


 


We
have entered into a forward purchase agreement pursuant to which Atlas Point Fund, which is a fund managed by CIBC National Trust
but is not affiliated with us or our sponsor, agreed to purchase up to $75,000,000 of either (i) a number of forward purchase
units for $10.00 per unit or (ii) a number of forward purchase shares for $9.67 per share, in a private placement that will close
simultaneously with the closing of our initial business combination. Whether we will issue Atlas Point Fund forward purchase units
valued at $10.00 per unit or forward purchase shares valued at $9.67 per share will be determined at our election, and in our
sole discretion, at least 10 business days prior to the closing of our initial business combination. The forward purchase warrants
will have the same terms as the public warrants and the forward purchase shares will be identical to the shares of Class A common
stock included in the units being sold in our initial public offering, except the forward purchase shares and the forward purchase
warrants will be subject to transfer restrictions and certain registration rights and the forward purchase units will consist
of only one-third of one forward purchase warrant, as described herein.


 


The
forward purchase securities are being offered and sold pursuant to an exemption from the registration requirements of the Securities
Act and will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act. If in the future
Atlas Point Fund decides to offer, resell, pledge or otherwise transfer the forward purchase securities, such securities may be
offered, resold, pledged or otherwise transferred only pursuant to: (a) registration under the Securities Act or (b) an available
exemption from registration under the Securities Act.


 






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Pursuant
to a registration rights agreement we entered into with our initial stockholders and sponsor in connection with the closing of
our initial public offering, we may be required to register certain securities for sale under the Securities Act. These holders,
sponsor, Atlas Point Fund as a holder of forward purchase shares and forward purchase warrants and holders of warrants issued
upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands
that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby
registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders and sponsor have the right to
include their securities in other registration statements filed by us. We will bear the costs and expenses of filing any such
registration statements.


 


Listing
of Securities


 


Our
units, Class A common stock and warrants on the NYSE under the symbols “RICE U,” “RICE” and “RICE
WS” respectively. Additionally, the units will automatically separate into their component parts and will not be traded
after completion of our initial business combination.


 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have
agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents
and each of its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed
or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad
faith of the indemnified person or entity.


 


Continental
Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind
to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or
to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only
be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust account
and not against any monies in the trust account or interest earned thereon.


 


Our
Amended and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to our initial public
offering that will apply to us until the completion of our initial business combination. These provisions (other than amendments
relating to the election of directors, which require the approval of a majority of at least 90% of our common stock voting at
a stockholder meeting) cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders,
who collectively beneficially own 20% of our shares of common stock, will participate in any vote to amend our amended and restated
certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and restated
certificate of incorporation provides, among other things, that:


 


		●	If
                                         we do not complete our initial business combination within 24 months from the closing
                                         of our initial public offering, we will (i) cease all operations except for the purpose
                                         of winding up, (ii) as promptly as reasonably possible but not more than ten business
                                         days thereafter subject to lawfully available funds therefor, redeem 100% of the public
                                         shares, at a per-share price, payable in cash, equal to the aggregate amount then on
                                         deposit in the trust account including interest earned on the funds held in the trust
                                         account and not previously released to pay franchise and income taxes of the Company
                                         or Opco (less up to $100,000 of interest to pay dissolution expenses), divided by the
                                         number of then outstanding public shares and Class A Units of Opco (other than those
                                         held by Rice Acquisition Corp.), which redemption will completely extinguish public stockholders’
                                         rights as stockholders (including the right to receive further liquidating distributions,
                                         if any), subject to applicable law, and (iii) as promptly as reasonably possible following
                                         such redemption, subject to the approval of our remaining stockholders and our board
                                         of directors, dissolve and liquidate, subject in each case to our obligations under Delaware
                                         law to provide for claims of creditors and the requirements of other applicable law;



 






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		●	Prior
                                         to our initial business combination, we may not issue additional shares of capital stock
                                         that would entitle the holders thereof to (i) receive funds from the trust account or
                                         (ii) vote on any initial business combination;



 


		●	Although
                                         we do not intend to enter into a business combination with a target business that is
                                         affiliated with our sponsor, our directors or our officers, including Rice Investment
                                         Group and/or one or more of its portfolio companies, we are not prohibited from doing
                                         so. In the event we enter into such a transaction, we, or a committee of independent
                                         directors, will obtain an opinion from an independent investment banking firm that is
                                         a member of FINRA or an independent accounting firm that such a business combination
                                         is fair to our company from a financial point of view;



 


		●	If
                                         a stockholder vote on our initial business combination is not required by law and we
                                         do not decide to hold a stockholder vote for business or other legal reasons, we will
                                         offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange
                                         Act, and will file tender offer documents with the SEC prior to completing our initial
                                         business combination which contain substantially the same financial and other information
                                         about our initial business combination and the redemption rights as is required under
                                         Regulation 14A of the Exchange Act;



 


		●	The
                                         NYSE rules require that our initial business combination must occur with one or more
                                         target businesses that together have an aggregate fair market value of at least 80% of
                                         the net assets held in trust (net of amounts disbursed to management for working capital
                                         purposes and excluding the amount of any deferred underwriting discount held in trust)
                                         at the time of the agreement to enter into the initial business combination;



 


		●	If
                                         our stockholders approve an amendment to our amended and restated certificate of incorporation
                                         that would affect the substance or timing of our obligation to redeem 100% of our public
                                         shares if we have not consummated an initial business combination within 24 months from
                                         the closing of our initial public offering, we will provide our public stockholders with
                                         the opportunity to redeem all or a portion of their shares of our Class A common stock
                                         upon such approval at a per-share price, payable in cash, equal to the aggregate amount
                                         then on deposit in the trust account, including interest earned on the funds held in
                                         the trust account and not previously released to pay franchise and income taxes of the
                                         Company or Opco, divided by the number of then outstanding public shares and Class A
                                         Units of Opco (other than those held by Rice Acquisition Corp.); and



 


		●	We
                                         will not effectuate our initial business combination solely with another blank check
                                         company or a similar company with nominal operations.



 


In
addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business
combination and after payment of underwriters’ fees and commissions.


 


Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws


 


We
have opted out of Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions
providing that we may not engage in certain “business combinations” with any “interested stockholder”
for a three-year period following the time that the stockholder became an interested stockholder, unless:


 


		●	prior
                                         to such time, our board of directors approved either the business combination or the
                                         transaction which resulted in the stockholder becoming an interested stockholder;



 






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		●	upon
                                         consummation of the transaction that resulted in the stockholder becoming an interested
                                         stockholder, the interested stockholder owned at least 85% of our voting stock outstanding
                                         at the time the transaction commenced, excluding certain shares; or



 


		●	at
                                         or subsequent to that time, the business combination is approved by our board of directors
                                         and by the affirmative vote of holders of at least 66-2/3% of the outstanding voting
                                         stock that is not owned by the interested stockholder.



 


Generally,
a “business combination” includes a merger, asset or stock sale or certain other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who,
together with that person’s affiliates and associates, owns, or within the previous three years owned, 20% or more of our
voting stock.


 


Under
certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder”
to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested
in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would
be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder
becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors
and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.


 


Our
amended and restated certificate of incorporation provides that our sponsor and its respective affiliates, any of their respective
direct or indirect transferees of at least 20% of our outstanding common stock and any group as to which such persons are party
to, do not constitute “interested stockholders” for purposes of this provision.


 


Our
amended and restated certificate of incorporation provides that our board of directors is classified into three classes of directors.
As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at
two or more annual meetings.


 


Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could
be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee
benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive
Forum For Certain Lawsuits


 


Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought
in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions (other than
actions arising under the Securities Act or the Exchange Act) may be brought only in the Court of Chancery in the State of Delaware
and, if brought outside of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located
in the State of Delaware with subject matter jurisdiction), the stockholder bringing the suit will be deemed to have consented
to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased
consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may limit a stockholder’s
ability to bring a claim in a judicial forum that it finds favorable for disputes with us and our directors, officers or other
employees and may have the effect of discouraging lawsuits against our directors and officers. Despite the fact that our amended
and restated certificate of incorporation provides that the exclusive forum provision is applicable to the fullest extent permitted
by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities
Act and the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce
any duty or liability created by the Exchange Act, Securities Act, or any other claim for which the federal courts have exclusive
jurisdiction.


 






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Special
meeting of stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our
Chief Executive Officer or by our Chairman.


 


Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates
for election as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely,
a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later than
the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the
anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 under the Exchange Act, proposals
seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify
certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders
from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting
of stockholders. Our bylaws will allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations
for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules
and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a
solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control
of us.


 


Action
by written consent


 


Subsequent
to the consummation of the offering, any action required or permitted to be taken by our common stockholders must be effected
by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders
other than with respect to our Class B common stock.


 


Classified
Board of Directors


 


Our
board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered
three-year terms. Our amended and restated certificate of incorporation provides that the authorized number of directors may be
changed only by resolution of the board of directors. Subject to the terms of any preferred stock, any or all of the directors
may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting
power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together
as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors,
may be filled only by vote of a majority of our directors then in office.


 


Class
B Common Stock Consent Right


 


For
so long as any shares of our Class B common stock remain outstanding, we may not, without the prior vote or written consent of
the holders of a majority of the shares of our Class B common stock then outstanding, voting separately as a single class, amend,
alter or repeal any provision of our certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment,
alteration or repeal of would alter or change the powers, preferences or relative, participating, optional or other or special
rights of the Class B common stock. Any action required or permitted to be taken at any meeting of the holders of our Class B
common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of the outstanding Class B common stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our Class B common
stock were present and voted.


 






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Securities
Eligible for Future Sale


 


We
have 29,658,850 shares of common stock issued and outstanding. Of these shares, the 23,727,500 shares of Class A common stock
sold in our initial public offering are freely tradable without restriction or further registration under the Securities Act,
except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining
5,931,350 Class B common stock and all 6,771,000 private placement warrants are restricted securities under Rule 144, in that
they were issued in private transactions not involving a public offering. These restricted securities are entitled to registration
rights as more fully described below under “— Registration and Shareholder Rights.”


 


Upon
the closing of the sale of the forward purchase securities, all of the forward purchase shares (up to 7,755,946) will be restricted
securities under Rule 144 under the Securities Act.


 


Rule
144


 


Pursuant
to Rule 144, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would
be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time
of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements
for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during
the 12 months (or such shorter period as we were required to file reports) preceding the sale.


 


Persons
who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates
at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which
such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater
of:


 


		●	1%
                                         of the total number of shares of common stock then outstanding, which equals 237,275
                                         shares immediately after our initial public offering; or



 


		●	the
                                         average weekly reported trading volume of the common stock during the four calendar weeks
                                         preceding the filing of a notice on Form 144 with respect to the sale.



 


Sales
by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability
of current public information about us.


 


Restrictions
on the Use of Rule 144 by Shell Companies or Former Shell Companies


 


Rule
144 is not available for the resale of securities initially issued by shell companies (other than business combination related
shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important
exception to this prohibition if the following conditions are met:


 


		●	the
                                         issuer of the securities that was formerly a shell company has ceased to be a shell company;



 


		●	the
                                         issuer of the securities is subject to the reporting requirements of Section 13 or 15(d)
                                         of the Exchange Act;



 


		●	the
                                         issuer of the securities has filed all Exchange Act reports and materials required to
                                         be filed, as applicable, during the preceding 12 months (or such shorter period that
                                         the issuer was required to file such reports and materials), other than Current Reports
                                         on Form 8-K; and



 


		●	at
                                         least one year has elapsed from the time that the issuer filed current Form 10 type information
                                         with the SEC reflecting its status as an entity that is not a shell company.



 






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As
a result, our initial stockholders are able to sell their founder shares and private placement warrants, as applicable, pursuant
to Rule 144 without registration one year after we have completed our initial business combination.


 


Registration
Rights


 


The
holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans
(and any shares of our Class A common stock issuable upon the exercise of the private placement warrants or exchange of the founder
shares issued upon exercise of the private placement warrants and warrants that may be issued upon conversion of working capital
loans and upon exchange of the founder shares) are entitled to registration rights pursuant to the registration rights agreement
agreement dated October 21, 2020, among the Company, the Sponsor, Atlas Point and certain other security holders, requiring us
to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock).
The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we
register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale
such securities pursuant to Rule 415 under the Securities Act. However, the registration and shareholder rights agreement provides
that we will not permit any registration statement filed under the Securities Act to become effective until termination of the
applicable lock-up period, which occurs (a) in the case of the founder shares, on the earlier of (A) one year after the completion
of our initial business combination or (B) subsequent to our business combination, (i) if the closing price of our Class A common
stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination
or (ii) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other
property and (b) in the case of the private placement warrants and the respective Class A common stock underlying such warrants,
30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing
of any such registration statements.


 



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