Exhibit 4.1


 


NUMBER UNITS

U-


 


SEE REVERSE FOR CERTAIN
DEFINITIONS


CUSIP [●]


 


RICE ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS A
COMMON STOCK AND

ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


	THIS CERTIFIES THAT	is the owner of	Units.


 


Each Unit (“Unit”)
consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Rice
Acquisition Corp., a Delaware corporation (the “Company”), and one-half of one redeemable warrant (each
whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one (1) share (subject to adjustment)
of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30)
days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses (each a “Business Combination”), or
(ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before
5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business
Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Common Stock and
Warrants comprising the Units represented by this certificate are not transferable separately prior to [●], 2020, unless
Barclays Capital Inc. elects to allow earlier separate trading, subject to the Company’s filing of a Current Report on Form
8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the
gross proceeds of the offering and issuing a press release announcing when separate trading will begin. The terms of the Warrants
are governed by a Warrant Agreement, dated as of [●], 2020, between the Company, Rice Acquisition Holdings LLC (“Opco”)
and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein,
all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement
are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available
to any Warrant holder on written request and without cost.


 


This certificate is not valid
unless countersigned by the Transfer Agent and Registrar of the Company.


 


This certificate shall
be governed by and construed in accordance with the internal laws of the State of New York.


 


Witness the facsimile signature
of its duly authorized officers.


 


	 	 
	Secretary	 
	 	 
	 	 
	Chief Executive Officer 	 


 




     


     


    

 


Rice Acquisition Corp.


 


The Company will furnish
without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or
restrictions of such preferences and/or rights.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


	TEN COM	–	as tenants in common	 	UNIF GIFT MIN ACT	–	
         

                     Custodian
                     

	TEN ENT	–	as tenants by the entireties	 	 	 	(Cust)                         (Minor)
	 	 	 	 	 	 	 
	JT TEN	–	as joint tenants with right of survivorship and not as tenants in common	 	 	 	
        under Uniform Gifts to Minors Act

        _________________________

        (State)



 


Additional abbreviations may also be used though
not in the above list.


 




    2


     


    

 


For value received,              
hereby sells, assigns and transfers unto                                             


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


 


 






(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)


 





 



 





 



 





 



 


 


Units represented by the within Certificate,
and do hereby irrevocably constitute and appoint Attorney to transfer the said Units on the books of the within named Company with
full power of substitution in the premises.






	Dated:	 	 


 


	 	 	 
	 	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
	 	 	 
	Signature(s) Guaranteed:	 	 
	 	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 	 


 




    3


     


    

 


In each case, as more fully
described in the Company’s final prospectus dated [●], 2020, the holder(s) of this certificate shall be entitled to
receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s initial
public offering only in the event that (i) the outstanding shares of Common Stock of the Company and Class A Units of Opco (other
than those held by the Company) are redeemed and the Company liquidates because it does not consummate an initial business combination
by [●], 2022, (ii) the shares of Common Stock sold
in its initial public offering are redeemed in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to
redeem 100% of the Common Stock if it does not consummate an initial
business combination by [●], 2022, or (iii) if the
holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock in connection with a tender offer (or proxy
solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination) setting
forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest
of any kind in or to the trust account.


 


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