Exhibit 10.2


Execution
Version


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of October 21, 2020, by
and among Rice Acquisition Corp., a Delaware corporation (the “Company”), Rice Acquisition Holdings
LLC, a Delaware limited liability company (“Opco” and together with the Company, the “SPAC
Parties”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1 (File No. 333-249340) (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the
“Units”), each of which consists of one share of the Company’s Class A common stock, par value
$0.0001 per share (the “Common Stock” and, the holders of Common Stock sold as part of the Units, the
“Public Stockholders”), and one-half of one redeemable warrant, each whole warrant entitling the holder
thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS,
prior to the Offering, the Company issued an additional 2,500 shares of Common Stock to Rice Acquisition Sponsor LLC, a Delaware
limited liability company (“Sponsor”), and Opco issued 100 Class A Units (“Class A Units”)
to Sponsor;


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays
Capital Inc. as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
as described in the Registration Statement, $221,326,000 of the gross proceeds of the Offering and sale of the Private Placement
Warrants (as defined in the Underwriting Agreement) (or $254,221,000 if the Underwriters’ over-allotment option is exercised
in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United
States (the “Trust Account”) for the benefit of the SPAC Parties and the holders of Common Stock and
Class A Units, as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon)
is referred to herein as the “Property,” the holders for whose benefit the Trustee shall hold the Property
will be referred to as the “Holders,” and the Holders, the Company and Opco will be referred to together
as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $7,525,000 or $8,653,750 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable
by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS,
the SPAC Parties and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the
Trustee shall hold the Property.


 






     


     


    




 


NOW
THEREFORE, IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably
satisfactory to the SPAC Parties;


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the written instruction of the SPAC Parties, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of
185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations,
as determined by the SPAC Parties; the Trustee may not invest in any other securities or assets, it being understood that the
Trust Account will earn no interest while account funds are uninvested awaiting the SPAC Parties’ instructions hereunder
and the trustee may earn bank credits or other considerations;


 


(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly
notify the SPAC Parties of all communications received by the Trustee with respect to any Property requiring action by the SPAC
Parties;


 


(f) Supply
any necessary information or documents as may be requested by the SPAC Parties (or their authorized agents) in connection with
the SPAC Parties’ preparation of the tax returns relating to assets held in the Trust Account;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the SPAC Parties to do so;


 


(h) Render
to the SPAC Parties monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the SPAC Parties (“Termination Letter”) in a form substantially similar to that attached hereto
as either Exhibit A or Exhibit B, as applicable, signed on behalf of each of the SPAC Parties, by the
Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors (the “Board”)
or other authorized officer, as applicable, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account, including interest not previously released to Opco to pay franchise and income taxes (less up to $100,000 of interest
that may be released to Opco to pay dissolution expenses), only as directed in the Termination Letter and the other documents
referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of the Offering and (2) such
later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated
certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the
Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest not previously released to Opco to pay franchise and income taxes
(less up to $100,000 of interest that may be released to Opco to pay dissolution expenses) shall be distributed to the Holders
of record as of such date;


 






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(j) Upon
joint written request from the SPAC Parties, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account
and distribute to Opco the amount of interest earned on the Property requested by the SPAC Parties to cover any income or franchise
tax obligation owed by the SPAC Parties as a result of assets of the SPAC Parties or interest or other income earned on the Property,
which amount shall be delivered directly to Opco by electronic funds transfer or other method of prompt payment, and Opco shall
forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient
cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall
be designated by the SPAC Parties in writing to make such distribution; provided, further, that if the tax to be
paid is a franchise tax, the written request by the SPAC Parties to make such distribution shall be accompanied by a copy of the
franchise tax bill from the State of Delaware and a written statement from the principal financial officer of each of the SPAC
Parties setting forth the actual amount payable. The written request of the SPAC Parties referenced above shall constitute presumptive
evidence that Opco is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon
joint written request from the SPAC Parties, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall
distribute on behalf of the SPAC Parties the amount requested by the SPAC Parties to be used to redeem shares of Common Stock
from Public Stockholders properly submitted 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 its public shares of Common Stock if the Company has not consummated an initial Business Combination within
such time as is described in the Company’s amended and restated certificate of incorporation. The written request of the
SPAC Parties referenced above shall constitute presumptive evidence that the SPAC Parties are entitled to distribute said funds,
and the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), 1(j) or 1(k)
above.


 






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2. Agreements
and Covenants of the Company and Opco. Each of the Company and Opco, jointly and severally, hereby agrees and covenants
to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief
Executive Officer, Chief Financial Officer or Secretary on behalf of the Company, in its individual capacity and in its capacity
as managing member of Opco. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k)
hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or
instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that such SPAC Party shall promptly confirm such instructions in writing;


 


(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross
negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the SPAC Parties in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the SPAC Parties with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the SPAC Parties, which
such consent shall not be unreasonably withheld. The Company and Opco may participate in such action with its own counsel;


 


(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee,
and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to Opco pursuant to Sections 1(i)
through 1(k) hereof. Opco shall pay the Trustee the initial acceptance fee and the first annual administration fee
at the consummation of the Offering. Neither SPAC Party shall be responsible for any other fees or charges of the Trustee except
as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such Business Combination;


 






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(e) Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement; and


 


(g) Within
five (5) business days after the Representative exercises the over-allotment option (or any unexercised portion thereof) or such
over-allotment option expires, provide the Trustee with a notice in writing (with a copy to the Representative) of the total amount
of the Deferred Discount.


 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no
liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the SPAC Parties given
as provided herein to do so and Opco shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund
any depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company or Opco to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company or Opco shall have delivered a written revocation of such authority
to the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but
also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with
reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by
any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 






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(g) Verify
the accuracy of the information contained in the Registration Statement;


 


(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the SPAC Parties documenting the taxes payable by the SPAC Parties, if any, relating to any interest income earned
on the Property;


 


(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the SPAC Parties, including,
but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) and 1(k) hereof.


 


4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the SPAC Parties under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely
against the SPAC Parties and their assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination.
This Agreement shall terminate as follows:


 


(a) If
the Trustee gives written notice to the SPAC Parties that it desires to resign under this Agreement, the SPAC Parties shall use
their reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this
Agreement. At such time that the SPAC Parties notify the Trustee that a successor trustee has been appointed and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor
trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon
this Agreement shall terminate; provided, however, that in the event that the SPAC Parties do not locate a successor
trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to
have the Property deposited with any court in the State of New York or with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in
accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 






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6. Miscellaneous.


 


(a) The
Company, Opco and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company, Opco and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized
personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the SPAC Parties, including
account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary
bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall
not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without
the affirmative vote of sixty-five percent (65%) of the then outstanding shares of Common Stock and shares of Class B common stock,
par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect
any Public Stockholder who has properly elected to redeem his, her or its shares of Common Stock in connection with a stockholder
vote to approve an amendment to this Agreement that would affect the substance or timing of the Company’s obligation to
redeem 100% of its shares of Common Stock and Class A Units if the Company does not complete its initial Business Combination
within the time frame specified in the Company’s amended and restated certificate of incorporation), this Agreement or any
provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by
each of the parties hereto.


 


(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






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(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile or email transmission:


 


if
to the Trustee, to:



Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com


 


if
to the Company or Opco, to:



Rice Acquisition Corp.

102 East Main Street, Second Story

Carnegie, Pennsylvania 15106

Attn: J. Kyle Derham

Email: kyle@riceinvestmentgroup.com


 


in
each case, with copies to:



Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Attn: Ramey Layne

Email: rlayne@velaw.com


 


and



Barclays Capital Inc.

745 7th Avenue

New York, NY 10019

Attn: Emily Markham

Email: Emily.Markham@barclays.com


 


and



Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn: Christian Nagler, Esq.

Email: cnagler@kirkland.com



 






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(f) Each
of the Company, Opco and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that
it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(g) Each
of the Company, Opco and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is
a third party beneficiary of this Agreement.


 


(h) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company, 

as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf
	 	Name:	Francis Wolf
	 	Title:	Vice President
	 	 	 
	 	COMPANY:
	 	 
	 	Rice Acquisition Corp.
	 	 	 
	 	By:	/s/ Daniel Joseph Rice, IV
	 	Name:	Daniel Joseph Rice, IV
	 	Title: 	Chief Executive Officer
	 	 	 
	 	OPCO:
	 	 
	 	Rice Acquisition Holdings LLC
	 	 	 
	 	By:	/s/ Daniel Joseph Rice, IV
	 	Name: 	Daniel Joseph Rice, IV
	 	Title: 	Chief Executive Officer



 


[Signature Page to Investment Management
Trust Agreement]




 




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Schedule A


 


	
Fee Item
 
	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	4,500.00	 
	Trustee administration fee	 	Payable annually.  First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	12,500.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Deduction by Trustee from accumulated income following disbursement made to Opco under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Opco upon delivery of service pursuant to Sections 1(i) and 1(k)	 	 	Prevailing rates	 



 






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Exhibit A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
                                         Account—Termination Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement by and among Rice Acquisition Corp. (the “Company”),
Rice Acquisition Holdings LLC (“Opco”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of October 21, 2020 (the “Trust Agreement”), this is to advise you that the Company has entered
into an agreement with _______________ (the “Target Business”) to consummate a business combination
with Target Business (the “Business Combination”) on or about _______________, 20___. The Company shall
notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (the
“Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account and to transfer the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the
Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts
that the SPAC Parties shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit
in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, Opco will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination
has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the SPAC
Parties (the “Notification”) and (ii) the SPAC Parties shall deliver to you (a) a certificate
of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the
Company’s stockholders, if a vote is held and (b) written instruction signed by the SPAC Parties with respect to the
transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the SPAC Parties in writing of the same and the SPAC Parties shall direct you as to whether such funds should remain in the Trust
Account and be distributed after the Consummation Date to Opco. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 






    A-1


     


    




 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the SPAC Parties, the funds held in the Trust Account shall be reinvested as provided in Section 1(c)
of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such written instructions
as soon thereafter as possible.


 





	 	Very truly yours,
	 	 	 
	 	Rice Acquisition Corp.
	 	 	 
	 	By:	 
	 		Name: Daniel Joseph Rice, IV
	 		Title: Chief Executive Officer
	 	 	 
	 	Rice Acquisition Holdings LLC
	 	 	 
	 	By:	 
	 		Name: Daniel Joseph Rice, IV
	 		Title: Chief Executive Officer





 


		cc:	Barclays
                                         Capital Inc.



 




    A-2


     


    

 


Exhibit B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
                                         Account — Termination Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement by and among Rice Acquisition Corp. (the “Company”),
Rice Acquisition Holdings LLC and Continental Stock Transfer & Trust Company (the “Trustee”), dated
as of October 21, 2020 (the “Trust Agreement”), this is to advise you that the Company has been unable
to effect a business combination with a Target Business within the time frame specified in the Company’s Amended and Restated
Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account
and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the
Holders. The SPAC Parties have selected J.P. Morgan Chase Bank, N.A. as the effective date for the purpose of determining when
the Holders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and,
in your separate capacity as Paying Agent, agree to distribute said funds directly to the Holders in accordance with the terms
of the Trust Agreement, the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Limited
Liability Company Agreement of Opco. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the
extent otherwise provided in Section 1(j) of the Trust Agreement.


 


[Signature
page follows]


 




    B-1


     


    

 


	 	Very truly yours,
	 	 	 
	 	Rice Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name: Daniel Joseph Rice, IV
	 	 	Title: Chief Executive Officer
	 	 	 
	 	Rice Acquisition Holdings LLC
	 	 	 
	 	By:	 
	 	 	Name: Daniel Joseph Rice, IV
	 	 	Title: Chief Executive Officer



 





		cc:	Barclays
                                         Capital Inc.






 




    B-2


     


    

 


Exhibit C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
                                         Account — Tax Payment Withdrawal Instruction



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement by and among Rice Acquisition Corp. (the “Company”),
Rice Acquisition Holdings LLC (“Opco”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of October 21, 2020 (the “Trust Agreement”), the SPAC Parties hereby request that you deliver
to Opco $_______________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


Opco
needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the
terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to Opco’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


[Signature
page follows]


 




    C-1


     


    




 


	 	Very truly yours,
	 	 	 
	 	Rice Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name: Daniel Joseph Rice, IV
	 	 	Title: Chief Executive Officer
	 	 	 
	 	Rice Acquisition Holdings LLC
	 	 	 
	 	By:	 
	 	 	Name: Daniel Joseph Rice, IV
	 	 	Title: Chief Executive Officer








 


		cc:	Barclays
                                         Capital Inc.






 




    C-2


     


    

 


Exhibit D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
                                         Account — Stockholder Redemption Withdrawal Instruction



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement by and among Rice Acquisition Corp. (the “Company”),
Rice Acquisition Holdings LLC (“Opco”) and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of October 21, 2020 (the “Trust Agreement”), the SPAC Parties hereby request that you deliver
to the redeeming Public Stockholders of the Company $_______________ of the principal and interest income earned on the Property
as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
SPAC Parties need such funds to pay the Public Stockholders who have properly elected to have their shares of Common Stock redeemed
by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation that affects the substance or timing of the SPAC Parties’ obligation to redeem 100% of the Common Stock
and Class A Units if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer)
such funds promptly upon your receipt of this letter to the redeeming Public Stockholders in accordance with your customary procedures.


 


[Signature
page follows]


 




    D-1


     


    

 








	 	 
	 	Very truly yours,
	 	 
	 	Rice Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name: Daniel Joseph Rice, IV
	 	 	Title: Chief Executive Officer
	 	 
	 	Rice Acquisition Holdings LLC
	 	 
	 	By:	 
	 	 	Name: Daniel Joseph Rice, IV
	 	 	Title: Chief Executive Officer





 


		cc:	Barclays
                                         Capital Inc.



 


 


D-2