Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS
PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS
AND WARRANT RIGHTS PURCHASE AGREEMENT, dated as of June 15, 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Rice Acquisition
Holdings II LLC, a Cayman Islands limited liability company (“Opco” and, together with the Company, each a “SPAC Party,”
and collectively the “SPAC Parties”) and Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”
and together with the SPAC Parties, the “Parties”).


 


WHEREAS, the Company intends
to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one
Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one
redeemable warrant (the “Public Warrants”) as set forth in the Company’s Registration Statement on Form S-1, filed with
the Securities and Exchange Commission (the “SEC”), File Number 333-254080 (the “Registration Statement”), under
the Securities Act of 1933, as amended (the “Securities Act”), and each whole Public Warrant entitles the holder to purchase
one Class A Ordinary Share at an exercise price of $11.50 per share; and


 


WHEREAS, the Purchaser has
agreed to purchase an aggregate of 10,000,000 warrants (or up to 10,900,000 warrants if the over-allotment option in connection with the
Public Offering is exercised in full) (the “Private Placement Warrants”) and Warrant Rights (as defined below) with respect
to an equal number of Opco Warrants (as defined below), with each whole Private Placement Warrant entitling the holder to purchase one
Class A Ordinary Share at an exercise price of $11.50 per share; and


 


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


 


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


 


AGREEMENT


 


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


 


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


 




     


     


    

 


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


 


(i) On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Parties (the “Initial
Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 10,000,000
Private Placement Warrants and Warrant Rights with respect to an equal number of Opco Warrants at a price of $1.00 per warrant and Warrant
Right, for an aggregate purchase price of $10,000,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by
wire transfer of immediately available funds to Opco (which Opco will receive on behalf of the Company and in consideration for the issuance
by Opco to the Company of an equal number of Opco Warrants) at least one (1) business day prior to the Initial Closing Date. On the Initial
Closing Date, upon the payment by the Purchaser of the Purchase Price, the SPAC Parties shall, at their option, deliver a certificate
evidencing the Private Placement Warrants and Warrant Rights purchased on such date duly registered in the Purchaser’s name to the
Purchaser, or effect such delivery in book-entry form.


 


(ii) On
the date of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be
mutually agreed by the Parties (each such date, an “Over-allotment Closing Date”, and each Over-allotment Closing Date (if
any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell
to the Purchaser, and the Purchaser shall purchase from the Company, up to 900,000 Private Placement Warrants and Warrant Rights with
respect to an equal number of Opco Warrants (or, to the extent the option to purchase additional units is not exercised in full, a lesser
number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per warrant and
Warrant Right, for an aggregate purchase price of up to $900,000 (if the over-allotment option in connection with the Public Offering
is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Overallotment Purchase Price by wire
transfer of immediately available funds to Opco (which Opco will receive on behalf of the Company and in consideration for the issuance
by Opco to the Company of an equal number of Opco Warrants) at least one (1) business day prior to the Over-Allotment Closing Date. On
the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the SPAC Parties shall, at their
option, deliver a certificate evidencing the Private Placement Warrants and Warrant Rights purchased on such date duly registered in the
Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 


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


 


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


 


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


 




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


 


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


 


B. Authorization;
No Breach.


 


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


 


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


 




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


 


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


 


E. Regulation
D Qualification. None of the SPAC Parties, to their actual knowledge, any of their affiliates, members, officers, directors or beneficial
shareholders of 20% or more of their outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d)
of Regulation D under the Securities Act.


 


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


 


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


 


B. Authorization;
No Breach.


 


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


 




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(ii) The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s
equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by or
notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s
organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or
any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree
to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Investment
Representations.


 


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


 


(ii) The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not
experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


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


 


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


 


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


 


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


 




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(vii) The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any
other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that
promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination (as defined
in the Registration Rights Agreement), are deemed to be “underwriters” under the Securities Act when reselling the securities
of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions
of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered
offering or in reliance upon another exemption from the registration requirements of the Securities Act.


 


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


 


(ix) The
Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


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


 


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


 


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


 


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


 




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D. Warrant Agreement and
Registration Rights Agreement. The SPAC Parties shall have entered into the Warrant Agreement, in the form of Exhibit A hereto,
and the Registration Rights Agreement, in the form of Exhibit B hereto, in each case with a warrant agent on terms satisfactory
to the Purchaser.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6. Miscellaneous.


 


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


 


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


 




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C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing (including any electronic signature covered by the U.S.
federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com).


 


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


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles that would result
in the application of the laws of another jurisdiction.


 


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


 


[Signature page follows]


 




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


 


	 	SPAC PARTIES
	 	 
	 	COMPANY:
	 	 
	 	RICE ACQUISITION CORP. II
	 	 	 	 
	 	By: 	/s/ Daniel Joseph Rice, IV
	 	 	Name: 	Daniel Joseph Rice, IV
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	OPCO:
	 	 
	 	RICE ACQUISITION HOLDINGS II LLC
	 	 	 	 
	 	By:	/s/ Daniel Joseph Rice, IV
	 	 	Name:	Daniel Joseph Rice, IV
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	PURCHASER:
	 	 
	 	RICE ACQUISITION SPONSOR II LLC
	 	 	 	 
	 	By:	/s/ Daniel Joseph Rice, IV
	 	 	Name:	Daniel Joseph Rice, IV
	 	 	Title:	Chief Executive Officer