Exhibit
10.6


 


PRIVATE
PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT, dated as of October 21, 2020 (as it may from time to time be
amended, this “Agreement”), is entered into 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, each a
“SPAC Party,” and collectively the “SPAC Parties”) and Atlas Point Energy Infrastructure Fund, LLC, a
Delaware limited liability company (the “Purchaser” and together with the SPAC Parties, the “Parties”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A
Common Stock”), and one-half of one redeemable warrant (the “Public Warrants”) as set forth in the Company’s
registration statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”), File Number 333-249340
(the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), and
each whole Public Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $11.50 per share;
and


 


WHEREAS,
the Purchaser has agreed to purchase an aggregate of 632,600 warrants (or up to 697,100 warrants if the over-allotment option
in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”) and Warrant Rights
(as defined below) with respect to an equal number of Opco Warrants (as defined below), with each whole Private Placement Warrant
entitling the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share; and


 


WHEREAS,
pursuant to the Warrant Agreement (as defined below) the Company will hold warrants of Opco (“Opco Warrants”), each
of which entitles the holder to acquire one Class A Unit of Opco (and a corresponding share of Class B common stock, par value
$0.0001 per share of the Company (“Class B Common Stock”)), and the Company will have the right to transfer to any
person certain non-exclusive rights in the Opco Warrants as described in the Warrant Agreement (the “Warrant Rights”).


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound,
agree as follows:


 


AGREEMENT


 


Section
1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.


 


A.
Authorization of the Private Placement Warrants and Warrant Rights. The SPAC Parties have duly authorized the issuance
and sale of the Private Placement Warrants and Warrant Rights to the Purchaser.


 


B.
Purchase and Sale of the Private Placement Warrants and Warrant Rights.


 


(i)
On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time and
date as may be mutually agreed by the Parties (the “Initial Closing Date”), the Company shall issue and sell to the
Purchaser, and the Purchaser shall purchase from the Company, 632,600 Private Placement Warrants and Warrant Rights with respect
to an equal number of Opco Warrants at a price of $1.00 per warrant and Warrant Right, for an aggregate purchase price of $632,600
(the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds
to Opco (which Opco will receive on behalf of the Company and in consideration for the issuance by Opco to the Company of an equal
number of Opco Warrants). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the SPAC Parties
shall, at their option, deliver a certificate evidencing the Private Placement Warrants and Warrant Rights purchased on such date
duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 






     


     


    

 


(ii)
On the date that is one business day prior to the date of the consummation of the closing of the over-allotment option in connection
with the Public Offering or on such earlier time and date as may be mutually agreed by the Parties (each such date, an “Over-allotment
Closing Date”, and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein
as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the
Company, up to 64,500 Private Placement Warrants and Warrant Rights with respect to an equal number of Opco Warrants at a price
of $1.00 per warrant and Warrant Right, for an aggregate purchase price of up to $64,500 (if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the
Over-allotment Purchase Price by wire transfer of immediately available funds to Opco (which Opco will receive on behalf of the
Company and in consideration for the issuance by Opco to the Company of an equal number of Opco Warrants). On the Over-allotment
Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the SPAC Parties shall, at their option,
deliver a certificate evidencing the Private Placement Warrants and Warrant Rights purchased on such date duly registered in the
Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 


C.
Terms of the Private Placement Warrants and Warrant Rights.


 


(i)
Each Private Placement Warrant and Warrant Right shall have the terms set forth in a Warrant Agreement to be entered into by the
Company and a warrant agent, in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)
At the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the
Purchaser relating to the Private Placement Warrants and the shares of Common Stock underlying the Private Placement Warrants
and, if applicable, the shares of Class A Common Stock issuable upon exchange of the Class A Units of Opco (and corresponding
shares of Class B Common Stock) underlying the Warrant Rights.


 


Section
2. Representations and Warranties of the SPAC Parties. As a material inducement to the Purchaser to enter into this Agreement
and purchase the Private Placement Warrants and Warrant Rights, each SPAC Party, jointly and severally, hereby represents and
warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:


 


A.
Organization and Corporate Power. Each SPAC Party is, as applicable, a corporation or limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition,
operating results or assets of such SPAC Party. Each SPAC Party possesses all requisite corporate or limited liability company
power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B.
Authorization; No Breach.


 


(i)
The execution, delivery and performance of this Agreement, the Private Placement Warrants and the Warrant Rights have been duly
authorized by the SPAC Parties as of the Closing Date. This Agreement constitutes the valid and binding obligation of each SPAC
Party, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether
considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant
Agreement and this Agreement, the Private Placement Warrants and Warrant Rights will constitute valid and binding obligations
of the SPAC Parties, enforceable in accordance with their terms as of the Closing Date, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the SPAC Parties of this Agreement, the Private Placement Warrants, and the Warrant Rights, the
issuance and sale of the Private Placement Warrants and the Warrant Rights, the issuance of the shares of Common Stock or Class
A Units of Opco (and corresponding shares of Class B Common Stock) upon exercise of the Private Placement Warrants or Warrant
Rights, as applicable, and the fulfillment of and compliance with the respective terms hereof and thereof by the SPAC Parties,
as applicable, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or
provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the any SPAC Party’s capital stock, membership interests or assets under, (d) result in a violation of, or (e) require
any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to any organizational document of the SPAC Parties (including any certificate of incorporation,
bylaws or limited liability company agreement), or any material law, statute, rule or regulation to which a SPAC Party is subject,
or any agreement, order, judgment or decree to which any SPAC Party is subject, except for any filings required after the date
hereof under federal or state securities laws.


 






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C.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully
paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
the Purchaser will have good title to the Private Placement Warrants, Warrant Rights and the shares of Class A Common Stock or
Class A Units of Opco (and the corresponding shares of Class B Common Stock), as applicable, issuable upon exercise of such Private
Placement Warrants or Warrant Rights, as applicable, free and clear of all liens, claims and encumbrances of any kind, other than
(i) transfer restrictions hereunder, the Warrant Agreement, the governing documents of the Company and Opco, as applicable, and
under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii)
liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D.
Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the SPAC Parties of this Agreement or the
consummation by the SPAC Parties of any other transactions contemplated hereby.


 


Section
3. Representations and Warranties of the Purchaser. As a material inducement to the SPAC Parties to enter into this Agreement
and issue and sell the Private Placement Warrants and Warrant Rights to the Purchaser, the Purchaser hereby represents and warrants
to the SPAC Parties (which representations and warranties shall survive each Closing Date) that:


 


A.
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out
the transactions contemplated by this Agreement.


 


B.
Authorization; No Breach.


 


(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the
Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions
or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C.
Investment Representations.


 


(i)
The Purchaser is acquiring the Private Placement Warrants and Warrant Rights and, upon exercise of the Private Placement Warrants
or Warrant Rights, the shares of Common Stock or Class A Units of Opco (and the corresponding shares of Class B Common Stock),
as applicable, issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account,
for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act.


 


(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from
the registration requirements of the United States federal and state securities laws and that the SPAC Parties are relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set
forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 






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(iv)
The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within
the meaning of Rule 502(c) under the Securities Act.


 


(v)
The Purchaser has been furnished with all materials relating to the business, finances and operations of the SPAC Parties and
materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been
afforded the opportunity to ask questions of the executive officers and directors of the SPAC Parties. The Purchaser understands
that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the
Securities Act will not be available for resale transactions of Securities prior to a Business Combination and may not be available
for resale transactions of Securities after a Business Combination.


 


(viii)
The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated
with investments in the securities of companies in the development stage such as the SPAC Parties, is capable of evaluating the
merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in
the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current
financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized
by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.


 


Section
4. Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement
Warrants and Warrant Rights are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of the SPAC Parties contained in Section 2 shall be
true and correct at and as of such Closing Date as though then made.


 


B.
Performance. Each SPAC Party shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or before such Closing Date.


 


C.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D.
Warrant Agreement. The SPAC Parties shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory
to the Purchaser.


 


Section
5. Conditions of the SPAC Parties’ Obligations. The obligations of the SPAC Parties to the Purchaser under this Agreement
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true
and correct at and as of such Closing Date as though then made.


 






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B.
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.
Consents. The SPAC Parties shall have obtained the consent of its Board of Directors or Managing Member, as applicable,
authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the
Private Placement Warrants hereunder and Warrant Rights.


 


D.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


E.
Warrant Agreement. The SPAC Parties shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory
to the SPAC Parties.


 


Section
6. Termination. This Agreement may be terminated at any time after December 31, 2020 upon the election by the SPAC Parties,
collectively, or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior
to such date.


 


Section
7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each
Closing Date.


 


Section
8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the
Registration Statement.


 


Section
9. Miscellaneous.


 


A.
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto
whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this
Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation, one or more of its members).


 


B.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.


 


C.
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the
signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and
do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be
by way of example rather than by limitation.


 


E.
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the internal laws of the State of New York.


 


F.
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by all parties hereto.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	SPAC
    PARTIES
	 	 	 
	 	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 
	 	 	 
	 	PURCHASER:
	 	 	 
	 	ATLAS
    POINT ENERGY INFRASTRUCTURE FUND, LLC 
	 	 	 
	 	By:	/s/
    Adam Karpf 
	 	Name:	Adam
    Karpf
	 	Title:	Managing
    Director and Portfolio Manager 


 


[Signature
Page to Private Placement Warrants Purchase Agreement]


 


 


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