Exhibit 10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [-], 2020, is made and entered into by
and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Energy Sponsor LLC, a
Delaware limited liability company (the “Sponsor”), Atlas Point Energy Infrastructure Fund, LLC, a Delaware
limited liability company (“Atlas Point”), and the undersigned parties listed under Holder on the signature
page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement
pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS,
the Sponsor, Atlas Point, Dr. Kathryn Jackson, Joseph Malchow and James Torgerson own an aggregate of 5,750,000 Class B Units
(“Class B Units”) of Rice Acquisition Holdings LLC (“Opco”) and a corresponding
number of shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”);


 


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


 


WHEREAS,
the Class B Units will automatically convert into Class A Units at the time of the Company’s initial Business Combination
(as defined below) on a one-for-one basis, subject to adjustment pursuant to the terms of the Amended and Restated Limited Liability
Company Agreement of Opco, dated [-], 2020;


 


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


 


WHEREAS,
on September 30, 2020, the Company, the Sponsor and Atlas Point entered into that certain Forward Purchase Agreement, pursuant
to which Atlas Point agreed to purchase up to an aggregate maximum amount of $75,000,000 of either, at the election of the Company,
(i) a number of units (the “Forward Purchase Units”), consisting of one share of Common Stock (the “Forward
Purchase Shares”) and one-half of one warrant (the “Forward Purchase Warrants”), 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 the Company’s initial Business Combination;


 


WHEREAS,
on [-], 2020, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to
which the Sponsor agreed to purchase 5,423,400 warrants (or 5,963,400 warrants if the over-allotment option in connection with
the Company’s initial public offering is exercised in full) (the “Sponsor Private Placement Warrants”)
in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS,
on [-], 2020, the Company and Atlas Point entered into that certain Private Placement Warrants Purchase Agreement, pursuant to
which Atlas Point agreed to purchase 602,600 warrants (or 662,600 warrants if the over-allotment option in connection with the
Company’s initial public offering is exercised in full) (the “Atlas Point Private Placement Warrants”
and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) in a private
placement transaction occurring simultaneously with the closing of the Company’s initial public offering; and


 


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


 






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


 


ARTICLE I

DEFINITIONS


 


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


 


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


 


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


 


“Atlas
Point” shall have the meaning given in the Preamble.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Forward
Purchase Units” shall have the meaning given in the Recitals hereto.


 


“Forward
Purchase Warrants” shall have the meaning given in the Recitals hereto.


 


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


 


“Founder
Share Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earliest of (A) one
year after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination,
(x) the date on which the closing price of the shares of the 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 the Company’s initial Business Combination or (y) the date on which the
Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s
public stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.


 


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


 


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


 


“Insider
Letter” shall mean that certain letter agreement, dated as of [-], 2020, by and among the Company, Opco, Atlas Point
and the officers and directors of the Company.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE II

REGISTRATIONS


 


2.1. Demand
Registration.


 


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


 


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


 


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


 






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


 


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


 


2.2. Piggyback
Registration.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


ARTICLE III

COMPANY PROCEDURES


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1. Indemnification.


 


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


 


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


 


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


 






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


 


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


 


ARTICLE V

MISCELLANEOUS


 


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


 


5.2 Assignment;
No Third Party Beneficiaries.


 


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


 


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


 






    	 	11	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


5.6 Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has
any right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.
Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement
with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement,
the terms of this Agreement shall prevail.


 


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


 


[SIGNATURE
PAGES FOLLOW]


 





 




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


 




	 	COMPANY:
	 	 	 	 
	 	RICE ACQUISITION CORP.,
	 	a Delaware corporation
	 	 	 	 
	 	By:	 
	 	 	Name:	Daniel Joseph Rice, IV
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	HOLDERS:
	 	 
	 	RICE ACQUISITION SPONSOR, LLC
	 	 	 	 
	 	 	By:	 
	 	 	Name:	Daniel Joseph Rice, IV
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	ATLAS POINT ENERGY INFRASTRUCTURE FUND, LLC
	 	 	 	 
	 	By:	 
	 	 	Name: 	Adam Karpf
	 	 	Title:	 Managing Director and Portfolio Manager
	 	 
	 	 
	 	Dr. Kathryn Jackson
	 	 
	 	 
	 	Joseph Malchow
	 	 
	 	 
	 	James Torgerson


 


[Signature Page to Registration Rights
Agreement]


 


 


13