Exhibit
4.1


 


Execution Version


 


WARRANT
AGREEMENT


 


by
and among


 


RICE
ACQUISITION CORP.,


 


RICE
ACQUISITION HOLDINGS, LLC


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


Dated
as of October 21, 2020


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of October 21, 2020, is 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, as warrant agent (the “Warrant Agent”, also
referred to herein as the “Transfer Agent”).


 


WHEREAS,
on October 21, 2020, the Company entered into those certain Private Placement Warrants Purchase Agreements with Rice Acquisition
Sponsor LLC, a Delaware limited liability company (the “Sponsor”), on the one hand, and Atlas Point
Energy Infrastructure Fund, LLC (“Atlas Point Fund”), on the other hand, pursuant to which the Sponsor
will purchase an aggregate of 5,693,400 warrants of the Company (or 6,273,900 warrants of the Company if the Over-allotment Option
(as defined below) in connection with the Offering (as defined below) is exercised in full), and Atlas Point Fund will purchase
an aggregate of 632,600 warrants of the Company (or 697,100 warrants of the Company if the Over-allotment Option (as defined below)
in connection with the Offering (as defined below) is exercised in full), simultaneously with the closing of the Offering (and
the closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit B hereto (the “Private
Placement Warrants”) and, in each case, a non-exclusive right to exercise a corresponding number of Opco warrants
initially issued to Company (such warrants, the “Opco Warrants”), for an aggregate purchase price of
$1.00 per Private Placement Warrant and such rights in the Opco Warrants; and


 


WHEREAS,
on September 30, 2020, the Company entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”)
with Atlas Point Fund pursuant to which if the Company elects, in its sole and absolute discretion, the Company may offer Atlas
Point Fund the opportunity to purchase a certain amount of forward purchase units, consisting of one share of Class A Common Stock
(as defined below) and one-third of one warrant, bearing the legend set forth in Exhibit B hereto (the “Forward
Purchase Warrants”), for $10.00 per unit, in a private placement that will close simultaneously with the closing
the of the SPAC Parties’ Initial Business Combination (as defined below);


 


WHEREAS,
in order to finance the SPAC Parties’ transaction costs in connection with an intended Initial Business Combination (as
defined below), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may loan to
the Company funds, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Private Placement
Warrants and rights in a corresponding number of Opco warrants at a price of $1.00 per warrant; and


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s
equity securities, each such unit comprised of one share of Class A Common Stock (as defined below) and one-half of one Public
Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver
up to 12,362,500 warrants of the Company (including up to 1,612,500 warrants subject to the Over-allotment Option) to public investors
in the Offering (the “Public Warrants” and, together with the Private Placement Warrants and the Forward
Purchase Warrants, the “Company Warrants,” and together with the Opco Warrants, the “Warrants”).
Each whole Public Warrant entitles the holder thereof to purchase one whole share of Class A Common Stock of the Company, par
value $0.0001 per share (“Class A Common Stock”), for $11.50 per share, subject to adjustment as described
herein. Each whole Private Placement Warrant entitles the holder thereof to purchase, subject to the limitations described herein,
one whole share of Class A Common Stock for $11.50, subject to adjustment as described herein; and


 






     


     


    

 


WHEREAS,
the Company shall use the proceeds of the Offering to acquire from Opco a number of additional Class A Unit of Opco (“Class
A Units”) and Opco Warrants equal to the number of Class A Shares and Company Warrants, respectively, comprising
the Units issued in the Offering;


 


WHEREAS,
pursuant to the Amended and Restated Limited Liability Company Agreement of Opco, dated October 21, 2020 (the “Opco
LLC Agreement”), upon the exercise of any Company Warrant, the Company is obligated to exercise a corresponding
Opco Warrant; and


 


WHEREAS,
each whole Opco Warrant entitles the holder thereof to purchase, subject to the limitations described herein, one whole Class
A Unit and, in the case of a holder other than the Company (or its subsidiaries), one whole share of Class B Common Stock of the
Company, par value $0.0001 per share (“Class B Common Stock”), for $11.50 per unit, subject to adjustment
as described herein; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1 (File No. 333-249340) (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the Class A Common Stock included in the Units; and


 


WHEREAS,
the SPAC Parties desire the Warrant Agent to act on its behalf, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS,
the SPAC Parties desire to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and
exercised, and the respective rights, limitation of rights, and immunities of the Company, Opco, the Warrant Agent, and the holders
of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Company Warrants, when executed on behalf of
the Company, and the Opco Warrants, when executed on behalf of Opco, and in each case, countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company or the Opco, as applicable, and to authorize
the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Warrant Agent. The SPAC Parties hereby appoint the Warrant Agent to act as agent for the SPAC Parties for
the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms
and conditions set forth in this Agreement.


 


2.
Warrants.


 


2.1
Form of Warrant. Each Warrant shall be issued in registered form only.


 


2.2
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 






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2.3
Registration.


 


2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the SPAC Parties. Ownership of beneficial interests in the Public
Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that
have accounts with the Depository Trust Company (the “Depositary”) (such institution, with respect to
a Warrant in its account, a “Participant”). If the Depositary subsequently ceases to make its book-entry
settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements
for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the
Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver
to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver
to the Depositary definitive certificates in physical form evidencing such Warrants which shall be in the form annexed hereto
as Exhibit A.


 


Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the SPAC Parties and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on any physical certificate made by anyone other than the SPAC Parties or the Warrant Agent), for
the purpose of any exercise thereof, and for all other purposes, and neither the SPAC Parties nor the Warrant Agent shall be affected
by any notice to the contrary.


 


2.4
Detachability of Warrants. The Class A Common Stock and Public Warrants comprising the Units shall begin separate trading
on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal
holiday, on which banks in New York City are generally open for normal business (a “Business Day”),
then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”)
with the consent of Barclays Capital Inc., representative of the several underwriters, but in no event shall the Class A Common
Stock and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a current report on Form
8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the
Offering, including the proceeds received by the Company from the exercise by the underwriters of their right to purchase additional
Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior
to the filing of the Form 8-K, and (B) the Company issues a press release and files with the Commission a current report on Form
8-K announcing when such separate trading shall begin.


 


2.5
No Fractional Warrants Other Than as Part of Units. The SPAC Parties shall not issue fractional Warrants other than as
part of Units, each of which is comprised of one share of Class A Common Stock and one-half of one Public Warrant. If, upon the
detachment of Public Warrants from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant,
the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 






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2.6
Private Placement Warrants; Opco Warrants and Warrant Rights; Forward Purchase Warrants.


 


2.6.1
Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long
as they are held by the Sponsor, Atlas Point Fund, or any of their respective Permitted Transferees (as defined below), the Private
Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii)
will terminate as of the close of the first transaction or series of transactions (whether through a merger, equity exchange or
purchase, asset acquisition, reorganization or similar transaction) resulting in a business combination involving the SPAC Parties
and one or more operating businesses (the “Initial Business Combination”) if any holder, other than
the Company (or any of its subsidiaries), of the Class A Units of Opco associated with such Opco Warrant Rights continues
to hold any Class A Units of Opco (or of any successor to Opco) immediately after the close of the Initial Business Combination,
in which case the associated Opco Warrant Rights will not terminate, (iii) may not be transferred, assigned or sold until thirty
(30) days after the completion by the Company of an Initial Business Combination, and (iv) shall not be redeemable by the Company
for cash pursuant to Section 6.1 hereof; provided, however, that in the case of (iii), the Private Placement
Warrants and any shares of Class A Common Stock held by the Sponsor, Atlas Point Fund or any of their respective Permitted Transferees
and issued upon exercise of the Private Placement Warrants or upon exchange of any Class A Units of Opco issued upon exercise
of any warrants of Opco may be transferred by the holders thereof:


 


(a)
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any member(s) of the Sponsor or their affiliates, or any affiliates of the Sponsor;


 


(b)
in the case of Atlas Point Fund or any of their Permitted Transferees, to the Company, Sponsor or any affiliates of Atlas Point
Fund;


 


(c)
in the case of an individual, by gift to members of the individual’s immediate family or to a trust, the beneficiary of
which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization;


 


(d)
in the case of an individual, by virtue of laws of descent and distribution upon death of such person;


 


(e)
in the case of an individual, pursuant to a qualified domestic relations order;


 


(f)
by virtue of the laws of the state of Delaware or the Sponsor’s operating agreement upon dissolution of the Sponsor or Atlas
Point Fund’s operating agreement upon dissolution of Atlas Point Fund;


 


(g)
by private sales or transfers made in connection with the consummation of the Company’s Initial Business Combination at
prices no greater than the price at which the Private Placement Warrants were originally purchased;


 


(h)
in the event of the Company’s liquidation prior to the completion of the Company’s Initial Business Combination; or


 


(i)
in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar transaction which
results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for
cash, securities or other property subsequent to the completion of the Company’s Initial Business Combination; provided, however,
that, in the case of clauses (a) through (f), these transferees (the “Permitted Transferees”) must
enter into a written agreement with the SPAC Parties agreeing to be bound by the transfer restrictions in this Agreement.


 






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2.6.2
Opco Warrants and Warrant Rights.


 


(a)
Prior to the consummation of the Initial Business Combination, the Company may transfer to the Sponsor, Atlas Point Fund, or any
of their respective Permitted Transferees a non-exclusive right to exercise an Opco Warrant (“Opco Warrant Rights”).
The holders of such Opco Warrant Rights shall be designated on Exhibit C, as amended from time to time. The Opco Warrant
Rights shall entitle the holder thereof to exercise the underlying Opco Warrant subject to the terms hereof, and upon such exercise,
the Company (or its transferees of the underlying Opco Warrant) shall no longer have the right to exercise such Opco Warrant.


 


(b)
The Opco Warrant Rights in respect of any Opco Warrant (i) will become exclusive to the holder thereof, and the rights of the
Company (or any of its subsidiaries) to the underlying Opco Warrant will terminate, as of the close of the Initial Business Combination,
if any holder, other than the Company (or any of its subsidiaries), of the Units of Opco associated with such Opco Warrant Rights continues
to hold any such Units of Opco (or of any successor to Opco) immediately after the close of the Initial Business Combination,
(ii) will terminate with respect to the holder of such Opco Warrant Rights, and the rights of the Company to the underlying Opco
Warrant will become exclusive to the Company, as of the close of the Initial Business Combination if Section 2.6.2(i) hereof
does not apply to such Opco Warrant Rights, in which case the associated Private Placement Warrants will not terminate, and (iii)
may not be transferred, assigned or sold; provided, however, that in the case of (iii), the Opco Warrant Rights,
any underlying Opco Warrants, and any Class A Units and shares of Class B Common Stock held by the holder of such Opco Warrant
Rights immediately after the Offering or any of its Permitted Transferees and issued upon exercise of the Opco Warrant Rights
may be transferred by the holders thereof to (x) any person listed in Section 2.6.1(a)-(h) or (y) to the Company or any
of its subsidiaries; provided, however, any Permitted Transferees must enter into a written agreement with the SPAC
Parties agreeing to be bound by the transfer restrictions in this Agreement.


 


(c)
For the avoidance of doubt, given that a holder of both a Private Placement Warrant and an associated Opco Warrant Right may not
exercise such rights until after the Initial Business Combination pursuant to Section 3.2, and one of either the Private
Placement Warrant or the associated Opco Warrant Right will terminate upon the Initial Business Combination pursuant to Section
2.6.1 or this Section 2.6.2, respectively, such holder shall only be able to exercise either the Private Placement
Warrant or the Opco Warrant Right, but not both. All provisions of this Agreement shall be interpreted consistent with this Section
2.6.2(c).


 


(d)
To the extent appropriate as determined in the good faith of the Company and Opco, where the provisions after Section 2
of this Agreement refer to Warrants, Company Warrants, Private Placement Warrants, Class A Stock, or the Company or associated
terms, such provisions shall apply in a similar manner to the Opco Warrants, Class A Units of Opco (and associated Class B Common
Stock) and Opco or associated terms.


 


2.6.3
Certain Actions by the Company. Upon the exercise of any Company Warrant, the Company shall, in accordance with the provisions
of the Opco LLC Agreement, exercise a corresponding Opco Warrant on the same terms on which such Opco Warrant was exercised. Upon
the exercise of any Opco Warrants (other than by the Company or any of its subsidiaries), the Company shall issue to Opco, for
delivery to the person exercising such Opco Warrants, a number of shares of Class B Common Stock, equal to the number of Class
A Units issued upon the exercise of such Opco Warrants.


 


2.6.4
Forward Purchase Warrants. The Forward Purchase Warrants shall have the same terms and be in the same form as the Public
Warrants.


 


3.
Terms and Exercise of Warrants.


 


3.1
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject
to the provisions of such Warrant and of this Agreement, (a) in the case of a Company Warrant, to purchase from the Company the
number of shares of Class A Common Stock stated therein, at the price of $11.50 per share, and (b) in the case of an Opco Warrant,
to purchase from Opco the number of Class A Units (and in the case of a holder other than the Company or its subsidiaries, a corresponding
number of shares of Class B Common Stock) stated therein, at the price of $11.50 per unit (and corresponding share, as applicable),
in each case, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
For the avoidance of doubt, if the Company (or any wholly owned subsidiary) assigns a non-exclusive Opco Warrant Right in respect
of an Opco Warrant to any other person pursuant to this Agreement, Opco shall only be required to issue one (1) Class A Units
in respect of such Opco Warrant and associated Opco Warrant Right, either to the Company (or its wholly owned subsidiary) or to
the holder of the Opco Warrant Right, respectively. The term “Warrant Price” as used in this Agreement
shall mean the price per share at which shares of Class A Common Stock may be purchased at the time a Warrant is exercised. The
Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period
of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written
notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical
among all of the Warrants.


 






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3.2
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the SPAC Parties complete an Initial
Business Combination and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and terminating
at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date on which the SPAC
Parties complete an Initial Business Combination, (y) the liquidation of the Company, or (z) other than with respect to the Private
Placement Warrants or the Opco Warrants, the Redemption Date (as defined below) as provided in Section 6.3 hereof (the
“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject
to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration
statement. Except with respect to the right to receive the Redemption Price (as defined below) or the Alternative Redemption Price
(as defined below) (other than with respect to a Private Placement Warrant) in the event of a redemption (as set forth in Section
6 hereof), each Warrant (other than a Private Placement Warrant in the event of a redemption) not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease
at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants
by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice
of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical
in duration among all the Warrants.


 


3.3
Exercise of Warrants.


 


3.3.1
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent,
may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of
its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth
in the Warrant, duly executed, and by paying in full the Warrant Price for each full share of Class A Common Stock or Class A
Unit (and corresponding share of Class B Common Stock), as applicable, as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the share of Class A Common Stock or
Class A Unit (and corresponding share of Class B Common Stock), as applicable, and the issuance of such Class A Common Stock or
Class A Unit (and corresponding share of Class B Common Stock), as applicable, as follows:


 


(a)
in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent;


 


(b)
in the event of a redemption pursuant to Section 6 hereof in which the Company's board of directors (the “Board”)
has elected to require all holders of the Public Warrants or Forward Purchase Warrants to exercise such Public Warrants or Forward
Purchase Warrants on a “cashless basis,” by surrendering the Public Warrants or Forward Purchase Warrants for that
number of shares of Class A Common Stock equal to the lesser of (A) quotient obtained by dividing (x) the product of the number
of shares of Class A Common Stock underlying the Public Warrants or Forward Purchase Warrants, multiplied by the difference between
the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market
Value and (B) 0.361. Solely for purposes of this subsection 3.3.1(b) and Section 6.4, the “Fair Market Value”
shall mean the volume weighted average trading price of the Class A Common Stock for the ten (10) trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants or Forward Purchase
Warrants, pursuant to Section 6 hereof;


 


(c)
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor, Atlas Point Fund,
or their respective Permitted Transferees, by surrendering the Warrants for that number of shares of Class A Common Stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection
3.3.1(c), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value”
shall mean the volume weighted average trading price of the Class A Common Stock for the ten (10) trading days ending on the third
trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or


 






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(d)
as provided in Section 7.4 hereof.


 


3.3.2
Issuance of Shares of Class A Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the
clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall
issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares
of Class A Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or
it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable,
for the number of shares of Class A Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing,
the Company shall not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and shall
have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the
shares of Class A Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject
to the Company's satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not
be obligated to issue shares of Class A Common Stock upon exercise of a Warrant unless the Class A Common Stock issuable upon
such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not
satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant
may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid
the full purchase price for the Unit solely for the shares of Class A Common Stock underlying such Unit. In no event will the
Company be required to net cash settle the Public Warrant or Forward Purchase Warrant exercise. The Company may require holders
of Public Warrants or Forward Purchase Warrants to settle the Public Warrant or Forward Purchase Warrant on a “cashless
basis” pursuant to Section 7.4. If, by reason of any exercise of Public Warrants or Forward Purchase Warrants
on a “cashless basis”, the holder of any Public Warrant or Forward Purchase Warrant would be entitled,
upon the exercise of such Public Warrant or Forward Purchase Warrant, to receive a fractional interest in a share of Class A Common
Stock, the Company shall round down to the nearest whole number the number of shares of Class A Common Stock to be issued to such
holder.


 


3.3.3
Valid Issuance. All shares of Class A Common Stock issued upon the proper exercise of a Warrant in conformity with this
Agreement shall be validly issued and, solely with respect to the shares of Class A Common Stock, fully paid and non-assessable.


 


3.3.4
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Class
A Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Class A Common
Stock on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if
the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant
Agent are closed, such person shall be deemed to have become the holder of such shares of Class A Common Stock at the close of
business on the next succeeding date on which the share transfer books or book-entry system are open.


 






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3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person's affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 9.8% or such other amount as the holder may specify (the “Maximum Percentage”)
of the shares of Class A Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number of shares of Class A Common Stock beneficially owned by such person and its affiliates shall include
the number of shares of Class A Common Stock issuable upon exercise of the Warrant with respect to which the determination of
such sentence is being made, but shall exclude shares of Class A Common Stock that would be issuable upon (x) exercise of the
remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this
paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
shares of Class A Common Stock, the holder may rely on the number of outstanding shares of Class A Common Stock as reflected in
(1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other
public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice
by the Company or the Transfer Agent setting forth the number of shares of Class A Common Stock outstanding. For any reason at
any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally
and in writing to such holder the number of shares of Class A Common Stock then outstanding. In any case, the number of outstanding
shares of Class A Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the
Company by the holder and its affiliates since the date as of which such number of outstanding shares of Class A Common Stock
was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum
Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any
such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.
Adjustments.


 


4.1
Stock Dividends.


 


4.1.1
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
shares of Class A Common Stock is increased by a stock dividend payable in shares of Class A Common Stock, or by a split-up of
shares of Class A Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar
event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such
increase in the outstanding shares of Class A Common Stock. A rights offering to holders of the Class A Common Stock entitling
holders to purchase shares of Class A Common Stock at a price less than the “Fair Market Value” (as defined below)
shall be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares
of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for the Class A Common Stock) multiplied by (ii) one (1) minus the quotient
of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes
of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common
Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value”
means the volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending
on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in
the applicable market, regular way, without the right to receive such rights.


 


4.1.2
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of the Class A Common Stock on account of such shares
of Class A Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other
than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption
rights of the holders of the Class A Common Stock in connection with a proposed Initial Business Combination, (d) to satisfy the
redemption rights of the holders of Class A Common Stock 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 Class A Common Stock if the Company does not complete the Company’s Initial Business Combination
within the time period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection
with the redemption of the Class A Common Stock upon the Company’s failure to complete the Company’s Initial Business
Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then
the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each
share of Class A Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the
per share amounts of all other cash dividends and cash distributions paid on the Class A Common Stock during the 365-day period
ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment
to the Warrant Price or to the number of shares of Class A Common Stock issuable on exercise of each Warrant) does not exceed
$0.10 (being 1% of the offering price of the Units in the Offering).


 






    8


     


    

 


4.2
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number
of outstanding shares of Class A Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse
stock split, reclassification or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding shares of Class A Common Stock.


 


4.3
Adjustments in Exercise Price. Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the
Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted
(to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of
which shall be the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants immediately prior to
such adjustment, and (y) the denominator of which shall be the number of shares of Class A Common Stock so purchasable immediately
thereafter. If, in connection with the closing of the Initial Business Combination, the Company issues additional shares of Class
A Common Stock or securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities
of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase
equity securities of the Company, at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock,
not including securities issued pursuant to the Forward Purchase Agreement, with such issue price or effective issue price to
be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking
into account any shares of Class A Common Stock of the Company issued prior to the Offering and held by the Sponsor or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), the Warrant Price shall be adjusted (to the nearest
cent) to be equal to 115% of the Newly Issued Price.


 






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4.4
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Class A Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof
or that solely affects the par value of such shares of Class A Common Stock), or in the case of any merger or consolidation of
the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding shares of Class A Common Stock), or in the
case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety
or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu
of the shares of Class A Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior
to such event (the “Alternative Issuance”); provided, however, that (i) if the holders
of the Class A Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other
assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind
and amount received per share by the holders of the Class A Common Stock in such consolidation or merger that affirmatively make
such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Class
A Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held
by stockholders of the Company as provided for in the Company's amended and restated certificate of incorporation or as a result
of the repurchase of shares of Class A Common Stock by the Company if a proposed Initial Business Combination is presented to
the stockholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer,
the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is
a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the
outstanding shares of Class A Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance,
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder
if such Warrant holder had exercised the Warrant for Class A Common Stock prior to the expiration of such tender or exchange offer,
accepted such offer and all of the Class A Common Stock held by such holder had been purchased pursuant to such tender or exchange
offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible
to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration
receivable by the holders of the Class A Common Stock in the applicable event is payable in the form of common stock in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or
is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the
Warrant for Class A Common Stock within thirty (30) days following the public disclosure of the consummation of such applicable
event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by
an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per
Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined
below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of
each share of Class A Common Stock shall be the volume weighted average price of the Class A Common Stock as reported during the
ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility
shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior
to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S.
Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means
(i) if the consideration paid to holders of the Class A Common Stock consists exclusively of cash, the amount of such cash per
share of Class A Common Stock, and (ii) in all other cases, the volume weighted average price of the Class A Common Stock as reported
during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in shares of Class A Common Stock covered by subsection 4.1.1, then such adjustment
shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions
of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise
of the Warrant.


 


4.5
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Class A Common Stock
issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state
the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Class A Common
Stock purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2,
4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at
the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 






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4.6
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not
issue fractional shares of Class A Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to
this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Class
A Common Stock to be issued to such holder.


 


4.7
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the same number of shares of Class A Common Stock as
is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at
any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not
affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding
Warrant or otherwise, may be in the form as so changed.


 


4.8
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent public accountants or investment banking or other appraisal firm of
recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the
Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment
is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent
with any adjustment recommended in such opinion.


 


5.
Transfer and Exchange of Warrants.


 


5.1
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall
be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private
Placement Warrants and the Forward Purchase Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants
in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may
be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3
Transfers of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange
of Warrants which would require the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except
as part of the Units.


 


5.4
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and
the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose.


 


5.6
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with
the Unit in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or
exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer
the Public Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have
no effect on any transfer of Public Warrants on and after the Detachment Date.


 






    11


     


    

 


6.
Redemption.


 


6.1
Redemption of Public Warrants and Forward Purchase Warrants When Class A Common Stock Equals or Exceeds $18.00.
Subject to Section 6.5 hereof, not less than all of the outstanding Public Warrants or Forward Purchase Warrants, as applicable,
may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office
of the Warrant Agent, upon notice to the Registered Holders of the Public Warrants or Forward Purchase Warrants, as applicable,
as described in Section 6.3 below, at the price of $0.01 per Public Warrant or Forward Purchase Warrant, as applicable,
(the “Redemption Price”), provided that the last sales price of the Class A Common Stock reported
has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), for any twenty (20) trading
days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption
is given and provided that there is an effective registration statement covering the shares of Class A Common Stock issuable
upon exercise of the Public Warrants or Forward Purchase Warrants, as applicable, and a current prospectus relating thereto, available
throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require the exercise
of the Public Warrants or Forward Purchase Warrants, as applicable, on a “cashless basis” pursuant to subsection
3.3.1.


 


6.2
Redemption of Warrants When Class A Common Stock Equals or Exceeds $10.00. Subject to Section 6.5 hereof,
not less than all of the outstanding Public Warrants or Forward Purchase Warrants, as applicable, may be redeemed, at the option
of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon
notice to the Registered Holders of the Public Warrants or Forward Purchase Warrants, as applicable, as described in Section
6.3 below, at a price of $0.10 per Public Warrant or Forward Purchase Warrant (the “Alternative Redemption
Price”), provided that the last sales price of the Class A Common Stock reported has been at least $10.00 per share
(subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the
redemption is given and provided that there is an effective registration statement covering the shares of Class
A Common Stock issuable upon exercise of the Public Warrants or Forward Purchase Warrants, as applicable, and a current prospectus
relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below). During
the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Public
Warrants or Forward Purchase Warrants, as applicable, may elect to exercise their Public Warrants or Forward Purchase Warrants,
as applicable, on a “cashless basis” pursuant to subsection 3.3.1 and receive, in lieu of the Alternative Redemption
Price, a number of shares of Class A Common Stock determined by reference to the table below, based on the Redemption Date (calculated
for purposes of the table as the period to expiration of the Public Warrants or Forward Purchase Warrants, as applicable) and
the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole
Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value”
shall mean the volume weighted average price of the shares of Class A Common Stock for the ten (10) trading days ending on
the third (3rd) trading day prior to the date on which notice of redemption pursuant to this Section 6.2 is sent to
the Registered Holders.


 


	Redemption Date	 	Fair Market Value of Class A Common Stock	 
	(period to expiration of warrants)	 	$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	$18.00	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 






    12


     


    

 


If
the exact Redemption Fair Market Value and Redemption Date (as defined below) are between two values in the table above or the
Redemption Date is between two redemption dates in the table above, the number of shares of Class A Common Stock to be issued
for each Public Warrant or Forward Purchase Warrant, as applicable, exercised in a Make-Whole Exercise will be determined by a
straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and
the earlier and later redemption dates, as applicable, based on a 365-day year.


 


The
stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares
issuable upon exercise of a Public Warrant or Forward Purchase Warrant, as applicable, is adjusted pursuant to Section
4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to such adjustment, multiplied
by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Public Warrant or Forward Purchase
Warrants, as applicable, immediately prior to such adjustment and the denominator of which is the number of shares deliverable
upon exercise of a Public Warrant or Forward Purchase Warrant, as applicable, as so adjusted. The number of shares in the table
above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Public Warrant
or Forward Purchase Warrant. In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361
shares of Class A Common Stock per Public Warrant or Forward Purchase Warrant, as applicable (subject to adjustment).


 


6.3
Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Public Warrants or
Forward Purchase Warrants, as applicable, pursuant to Section 6.1 or 6.2, the Company shall fix a date for the redemption
(the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid,
by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”)
to the Registered Holders of the Public Warrants or Forward Purchase Warrants, as applicable, to be redeemed at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, “Redemption
Price” shall mean the price per Public Warrant at which any Public Warrants are redeemed pursuant to Sections
6.1 or 6.2.


 


6.4
Exercise After Notice of Redemption. The Public Warrants and Forward Purchase Warrants may be exercised, for cash (or on
a “cashless basis” in accordance with subsection 3.3.1(b) or Section 6.2 of this Agreement) at any time
after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption
Date. In the event that the Company determines to require all holders of Public Warrants or Forward Purchase Warrants, as applicable,
to exercise their Public Warrants or Forward Purchase Warrants, as applicable, on a “cashless basis” pursuant to subsection
3.3.1, the notice of redemption shall contain the information necessary to calculate the number of shares of Class A Common
Stock to be received upon exercise of the Public Warrants or Forward Purchase Warrants, as applicable, including the “Fair
Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date,
the record holder of the Public Warrants or Forward Purchase Warrants, as applicable, shall have no further rights except to receive,
upon surrender of the Public Warrants or Forward Purchase Warrants, as applicable, the applicable Redemption Price.


 






    13


     


    

 


6.5
Effect of Private Placement Warrants.


 


6.5.1
The Company agrees that the redemption rights provided in Section 6.1 and Section 6.2 shall not apply to the Private
Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor, Atlas
Point or their respective Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to
Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, provided that the
criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private
Placement Warrants prior to redemption pursuant to Section 6.4. Private Placement Warrants that are transferred to persons
other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants
under this Agreement.


 


7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1
No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.


 


7.2
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3
Reservation of Class A Common Stock. The Company shall at all times reserve and keep available a number of its authorized
but unissued shares of Class A Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants
issued pursuant to this Agreement.


 


7.4
Registration of Class A Common Stock; Cashless Exercise at Company's Option.


 


7.4.1
Registration of the Class A Common Stock. The Company agrees that as soon as practicable, but in no event later
than fifteen (15) Business Days after the closing of its Initial Business Combination, it shall use its best efforts to file with
the Commission a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock
issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain
the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants
in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the
60th Business Day following the closing of the Initial Business Combination, holders of the Warrants shall have the right, during
the period beginning on the 61st Business Day after the closing of the Initial Business Combination and ending upon such registration
statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained
an effective registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants, to exercise
such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act (or any successor statute) or another exemption) for that number of shares of Class A Common Stock equal to the lesser of
(A) the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair
Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the
volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the third
trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its
securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively
determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall,
upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities
law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1
is not required to be registered under the Securities Act and (ii) the shares of Class A Common Stock issued upon such exercise
shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined
in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a
restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the
Warrants have been exercised, the Company shall continue to be obligated to comply with its registration obligations under the
first three sentences of this subsection 7.4.1.


 






    14


     


    

 


7.4.2
Cashless Exercise at Company's Option. If the Class A Common Stock is at the time of any exercise of a Warrant not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise
Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act (or any successor statute) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company
shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act,
of the Class A Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary
and (y) use its best efforts to register or qualify the Class A Common Stock issuable upon exercise of the Public Warrant under
the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.


 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Class A Common Stock upon the exercise of the Warrants,
but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Class A Common Stock.


 


8.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days' notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint
in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within
a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by
the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the
holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of
a successor Warrant Agent at the Company's cost. Any successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the Transfer Agent for the Class A Common Stock not later than the effective date
of any such appointment.


 






    15


     


    

 


8.2.3
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Agreement without any further act.


 


8.3
Fees and Expenses of Warrant Agent.


 


8.3.1
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4
Liability of Warrant Agent.


 


8.4.1
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Secretary
or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for
any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a
result of the Warrant Agent's gross negligence, willful misconduct or bad faith.


 


8.4.3
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner,
method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
shares of Class A Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A Common
Stock shall, when issued, be valid and, solely with respect to the shares of Class A Common Stock, fully paid and non-assessable.


 


8.5
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, as applicable, all monies received by the Warrant
Agent for the purchase of shares of Class A Common Stock through the exercise of the Warrants.


 


8.6
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company, Opco and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 






    16


     


    

 


9.
Miscellaneous Provisions.


 


9.1
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


9.2
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Rice
Acquisition Corp.


102
East Main Street, Second Story


Carnegie,
Pennsylvania 15106


Attention:
Secretary


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004

Attn: Compliance Department


 


9.3
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by 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. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submit to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.


 


9.4
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under
or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors and assigns and of the Registered Holders of the Warrants.


 


9.5
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 






    17


     


    

 


9.7
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.


 


9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose
of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments
that adversely affect the interests of the Registered Holders of Public Warrants shall require the vote or written consent of
the Registered Holders of 50% of the then outstanding Public Warrants and all other modifications or amendments to the terms of
the Private Placement Warrants shall require the vote or written consent of the Registered Holders of 50% of the then outstanding
Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


Exhibit
A — Form of Warrant Certificate


Exhibit
B Legend — Private Placement Warrants and Forward Purchase Warrants


 




    18


     


    


 


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


 


	 	RICE ACQUISITION CORP.
	 	 
	 	By:	/s/ Daniel Joseph Rice, IV
	 	Name:	Daniel Joseph Rice, IV
	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	/s/ Erika Young
	 	Name:	Erika Young
	 	Title:	Vice President




 


[Warrant Agreement Signature Page]


 




     


     


    


 


Exhibit A





[Form
of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


RICE
ACQUISITION CORP. 


Incorporated
Under the Laws of the State of Delaware


 


CUSIP
[_______]


 


Warrant
Certificate


 


This
Warrant Certificate certifies that           , or registered assigns,
is the registered holder of            warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common
Stock”), of Rice Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the
Company that number of fully paid and non-assessable shares of Class A Common Stock as set forth below, at the exercise price
(the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable by certified or official
bank check payable to the Company (or through “cashless exercise” as provided for in the Warrant Agreement)
upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred
to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each
Warrant is initially exercisable for one fully paid and non-assessable share of Class A Common Stock. The number of shares of
Class A Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as
set forth in the Warrant Agreement.


 


The
initial Exercise Price is equal to $11.50 per share of Class A Common Stock. The Exercise Price is subject to adjustment upon
the occurrence of certain events as set forth in the Warrant Agreement.


 






    A-1 


     


    

 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the
extent not exercised by the end of such Exercise Period, such Warrants shall become void.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this place.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without
regard to conflicts of laws principles thereof.


 


	 	RICE ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	                




 




    A-2 


     


    


 


[Form
of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive shares of Class A Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of October 21,
2020 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
& Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
“holders” or “holder” meaning the Registered Holders or Registered Holder,
respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the
Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set
forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement
(or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate
trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its
assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise
(i) a registration statement covering the shares of Class A Common Stock to be issued upon exercise is effective under the Securities
Act and (ii) a prospectus thereunder relating to the shares of Class A Common Stock is current, except through “cashless
exercise” as provided for in the Warrant Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of shares of Class A Common Stock issuable upon
exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a
Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Class A Common Stock, the Company
shall, upon exercise, round down to the nearest whole number of shares of Class A Common Stock to be issued to the holder of the
Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in
person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except
for any tax or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of
any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a
stockholder of the Company.


 






    A-3 


     


    

 


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive           
shares of Class A Common Stock and herewith tenders payment for such shares of Class A Common Stock to the order of the Company
in the amount of $           in accordance with the terms hereof. The undersigned
requests that a certificate for such shares of Class A Common Stock be registered in the name of           ,
whose address is            and that such shares of Class A Common Stock be
delivered to            whose address is           .
If said number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock
be registered in the name of           , whose address is           
and that such Warrant Certificate be delivered to           , whose address
is           .


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant
Agreement and the Company has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the
number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(b) and Section 6.4 of the Warrant Agreement.


 


In
the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis
pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Class A Common Stock that this
Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of
the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in
accordance with Section 7.4 of the Warrant Agreement.


 


In
the event that the Warrant (as such term is defined in the Warrant Agreement) may be exercised, to the extent allowed by the Warrant
Agreement, through cashless exercise (i) the number of shares of Class A Common Stock that this Warrant is exercisable for would
be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii)
the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Class A Common
Stock. If said number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares of Class A Common Stock be registered in the name of           ,
whose address is            and that such Warrant Certificate be delivered to
          , whose address is           .


 


[Signature
Page follows]


 






    A-4 


     


    

 


 Date:
          , 20





	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)




 


Signature
Guaranteed:


 


THE
SIGNATURE(S) SHOULD 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)).


 




    A-5 


     


    


 


Exhibit B



LEGEND


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT
TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG RICE ACQUISITION CORP. (THE “COMPANY”),
RICE ACQUISITION SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR
TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION
(AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION
2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL
BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 




    B-1 


     


    


 


Exhibit C


 


Holders


 


Rice
Acquisition Sponsor LLC


 


Atlas
Point Energy Infrastructure Fund, LLC


 


 


 C-1