Exhibit 10.4


 


RICE ACQUISITION CORP. 


RICE ACQUISITION HOLDINGS LLC


102 East Main Street, Second Story


Carnegie, PA 15106


 


October 21, 2020


 


Rice Acquisition Sponsor LLC


102 East Main Street, Second Story


Carnegie, PA 15106


 


Re: Administrative
Services Agreement


 


Gentlemen:


 


This letter agreement
by and between Rice Acquisition Corp. (the “Company”), Rice Acquisition Holdings LLC (“Opco”) and Rice
Acquisition Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the
date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to
a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the
Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to
as the “Termination Date”):


 


(i) Sponsor
shall make available to the Company, at 102 East Main Street, Second Story, Carnegie, PA 15106 (or any successor location of Sponsor),
certain office space, utilities, secretarial support and administrative services as may be reasonably required by the Company and
Opco. In exchange therefor, the Company shall cause Opco to pay Sponsor the sum of $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(ii) Sponsor
hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”)
in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit
of the public stockholders of the Company and the holders of Class A Units (other than the Company) of Opco and into which substantially
all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby
irrevocably waives any Claim it may have in the future as a result of, or arising out of, this letter agreement, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further
agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other
assets in the Trust Account for any reason whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


 


This letter agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 


This letter agreement,
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute,
law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York,
without giving effect to its choice of laws principles.


 


[Signature page follows]


 




     


     


    

 


	 	Very truly yours,
	 	 
	 	RICE ACQUISITION CORP.
	 	 
	 	By:	/s/ Daniel Joseph Rice, IV
	 	 	Name:	Daniel Joseph Rice, IV
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	RICE ACQUISITION HOLDINGS LLC
	 	 	 	 
	 	By:	/s/ Daniel Joseph Rice, IV
	 	 	Name:  	Daniel Joseph Rice, IV
	 	 	Title:	Chief Executive Officer


 


	AGREED TO ACCEPTED BY:	 
	 	 
	RICE ACQUISITION SPONSOR LLC	 
	 	 
	By:	/s/ Daniel Joseph Rice, IV	 
	 	Name:  	Daniel Joseph Rice, IV	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Administrative Services
Agreement]