Exhibit 10.2


 


AMENDMENT TO

FORWARD PURCHASE AGREEMENT


 


This AMENDMENT TO FORWARD PURCHASE
AGREEMENT (this “Amendment”), dated as of April 7, 2021, is entered into by and between Rice Acquisition Corp., a Delaware
corporation (the “Company”), Rice Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”),
Rice Acquisition Holdings LLC, a Delaware limited liability company (“OpCo”) and Atlas Point Energy Infrastructure
Fund, LLC, a Delaware limited liability company (the “Purchaser”).


 


RECITALS


 


WHEREAS, the Company, OpCo,
Sponsor and the Purchaser are party to that certain Forward Purchase Agreement, dated as of September 30, 2020 (the “Forward
Purchase Agreement”);


 


WHEREAS, concurrently with the
execution and delivery of this Amendment, the Company, OpCo, Aria Energy LLC and certain other parties thereto entered into a Business
Combination Agreement (the “Aria Agreement”);


 


WHEREAS, concurrently with the
execution and delivery of this Amendment, the Company, OpCo, Archaea Energy, LLC and certain other parties thereto entered into a Business
Combination Agreement (the “Archaea Agreement,”
and together with the Aria Agreement, collectively, the “Business Combination Agreements”);


 


WHEREAS, in consideration of
the benefits to be received by the Purchaser under the terms of and transactions contemplated by the Business Combination Agreements and
as a material inducement to the Company agreeing to enter into, and consummate the transactions contemplated by, the Business Combination
Agreements, the parties hereto agree to enter into this Amendment and to be bound by the agreements, covenants and obligations contained
in this Amendment; and


 


WHEREAS, in connection with
the execution and delivery of the Business Combination Agreements and the transactions contemplated thereby, the Company and the Purchaser
wish to amend the Forward Purchase Agreement as set forth herein.


 


NOW, THEREFORE, in consideration
of the foregoing premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Section 1 Defined
Terms and Rules of Interpretation. Except as otherwise expressly provided herein, capitalized terms used herein without definition
shall have the same meanings herein as set forth in the Forward Purchase Agreement after giving effect to this Amendment. For all purposes
of this Amendment, except as otherwise expressly provided or unless the context otherwise requires, the rules of construction set forth
in Section 8(q) of the Forward Purchase Agreement are hereby incorporated by reference, mutatis mutandis, as if fully set forth
herein.


 






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Section 2 Amendment;
Waiver. The parties hereto hereby agree that (a) the first reference to “one-third of one redeemable warrant” in
Section 1 of the Forward Purchase Agreement shall be replaced with “one-eighth of one redeemable warrant” and (b) absent
mutual agreement by the parties hereto, the Purchaser shall purchase a total of $20,000,000 of Forward Purchase Securities otherwise
in accordance with the terms of the Forward Purchase Agreement.


 


Section
3 Miscellaneous.


 


(a) Effect
of Amendment. Except to the extent specifically amended or superseded by the terms of this Amendment, all of the provisions of the
Forward Purchase Agreement shall remain in full force and effect to the extent in effect on the date hereof. The Forward Purchase Agreement,
as modified by this Amendment, constitutes the complete agreement among the parties hereto and supersedes any prior written or oral agreements,
writings, communications or understandings with respect to the subject matter hereof.


 


(b) Parties
in Interest. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
permitted assigns.


 


(c) Governing
Law. This Amendment, the entire relationship of the parties hereto, and any dispute between the parties hereto (whether grounded in
contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the
State of Delaware, without giving effect to its choice of laws principles.


 


(d) Counterparts.
This Amendment may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument.


 


[Remainder of page
intentionally left blank.]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed by their duly authorized representatives as of the date first written above.


 


		COMPANY
		 	 
	 	RICE ACQUISITION
    CORP.
	 	 	 
		By:	/s/
    Jamie Rogers
	 		Name:	Jamie Rogers
	 		Title: 	Chief Accounting Officer



 


		PURCHASER
		 	 
	 	ATLAS POINT ENERGY INFRASTRUCTURE
    FUND, LLC
	 	 	 
		By:	/s/
    Adam Karpf
	 		Name: 	Adam Karpf
	 		Title: 	Portfolio Manager


 


		OPCO
		 	 
	 	RICE ACQUISITION
    HOLDINGS LLC
	 	 	 
		By:	/s/
    Jamie Rogers
	 		Name:	Jamie Rogers
	 		Title: 	Authorized Person


 


Signature Page to First Amendment of Forward
Purchase Agreement


 






    


     


    

 


		SPONSOR
		 	 
	 	RICE ACQUISITION
    SPONSOR LLC
	 	 	 
		By:	/s/
    Jamie Rogers
	 		Name: 	Jamie Rogers
	 		Title: 	Authorized Person


 


Signature Page to First Amendment of Forward
Purchase Agreement