Exhibit 4.1


 


WARRANT
AGREEMENT


 


by and among


 


RICE ACQUISITION CORP. II,


 


RICE ACQUISITION HOLDINGS II LLC


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated as of June 15, 2021


 


THIS WARRANT AGREEMENT (this
“Agreement”), dated as of June 15, 2021, is 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, the “SPAC Parties”) and Continental Stock Transfer & Trust Company, a New
York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer
Agent”).


 


WHEREAS, it is proposed that
the Company enter into that certain Private Placement Warrants Purchase Agreements with Rice Acquisition Sponsor II LLC, a Delaware limited
liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 10,000,000 warrants
of the Company (or 10,900,000 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, 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, but are not obligated to, loan the Company
funds as the Company may require, 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 Class A Ordinary Share (as defined below) and one-fourth of one whole Public Warrant (as defined
below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 8,625,000
warrants of the Company (including up to 1,125,000 warrants subject to the Over-allotment Option) to public investors in the
Offering (the “Public Warrants” and, together with the Private Placement Warrants, the
“Company Warrants,” and together with the Opco Warrants, the “Warrants”). Each
whole Public Warrant entitles the holder thereof to purchase one whole Class A Ordinary Share of the Company, par value $0.0001 per
share (“Class A Ordinary Shares”), 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
Class A Ordinary Share 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 Ordinary 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 June 15, 2021 (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 Class B Ordinary Share of the Company, par value $0.0001 per share (“Class
B Ordinary Shares”), 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.
333-254080) (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 Ordinary Shares 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 (if a physical certificate is issued),
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.


 






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2. 
Warrants.


 


2.1 
Form of Warrant. Each Warrant shall be initially 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 certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


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 in book-entry form, 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 (“Definitive Warrant Certificates”) 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, Chief
Accounting 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, 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.


 




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2.4 
 Detachability of Warrants. The Class A Ordinary Shares 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 Citigroup
Global Markets Inc. and Barclays Capital Inc., representatives of the several underwriters, but in no event shall the Class A Ordinary
Shares 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 Current
Report on Form 8-K, and (B) the Company issues a press release 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 the Units, each of which is comprised of one Class A Ordinary Share and one-fourth of one whole Public Warrant. If, upon the detachment
of Public Warrants from the 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.


 


2.6 
Private Placement Warrants; Opco Warrants and Warrant Rights.


 


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 or any of its 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 Class A Ordinary Shares held by the Sponsor or any of its 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) or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates;


 




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(b) 
 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;


 


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


 


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


 


(e) 
by virtue of the Sponsor’s organizational documents upon liquidation of the Sponsor;


 


(f) 
by private sales or transfers made in connection with any forward purchase agreement or similar agreement or 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 or Class A Ordinary Shares, as applicable, were originally purchased;


 


(g) 
to the Company for no value for cancellation in connection with the consummation of the Initial Business Combination;


 


(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, share exchange or other similar transaction which results
in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares 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 permitted 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 and the other restrictions
contained in the letter agreement, dated as of the date hereof, by and among the SPAC Parties, the Sponsor, and the Company’s officers
and directors.


 


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 or any of its 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.


 






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(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(b)(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 Class B Ordinary Shares 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.


 


(z) 
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(z).


 


(aa) 
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 Ordinary Shares, 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 Ordinary Shares)
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 Class B Ordinary Shares, equal to the number of Class A Units issued upon the exercise
of such Opco Warrants.


 






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3. 
Terms and Exercise of Warrants.


 


3.1  Warrant
Price. Each whole Warrant shall 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 Class A Ordinary Shares 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 Class B Ordinary Shares) 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 (including in cash or by payment
of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at
which Class A Ordinary Shares 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 fifteen (15) Business Days
(unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law),
provided, that the Company shall provide at least five (5) 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.


 


3.2 
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
(i) commencing on the date that is thirty (30) days after the first date on which the SPAC Parties complete an Initial Business Combination
and (ii) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on 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, in accordance with the Company’s
Amended and Restated Memorandum and Articles of Association, as amended from time to time, if the Company fails to complete the Initial
Business Combination, and (z) other than with respect to the Private Placement Warrants or the Opco Warrants then held by the Sponsor
or its Permitted Transferees with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds
$18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof, 5:00 p.m., New York City
time on 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 or a valid exemption therefrom being available.
Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant
then held by the Sponsor or its Permitted Transferees in connection with a redemption pursuant to Section 6.1 hereof or, if the
Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2
hereof) in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant then
held by the Sponsor or its Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference
Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof)
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.


 






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3.3 
Exercise of Warrants.








 


3.3.1 
 Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder
thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants
to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant
Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Class A
Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the
Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s
procedures, and (iii) the payment in full the Warrant Price for each full Class A Ordinary Share or Class A Unit (and corresponding Class
B Ordinary Shares), 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 Class A Ordinary Shares or Class A Unit (and corresponding Class B Ordinary Shares),
as applicable, and the issuance of such Class A Ordinary Shares or Class A Unit (and corresponding Class B Ordinary Share), as applicable,
as follows:


 


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


 


(b) 
[Reserved];


 


(c) 
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor, or a Permitted
Transferee, by surrendering the Warrants for that number of Class A Ordinary Shares equal to (i) if in connection with a redemption of
Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole
Exercise (as defined below) and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Class A
Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined in this subsection
3.3.1(c)) less the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair
Market Value” shall mean the average last reported sale price of the Class A Ordinary Shares for the ten (10) trading days ending
on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;


 


(d) 
as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e) 
as provided in Section 7.4 hereof.


 






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3.3.2  Issuance
of Class A Ordinary Shares 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 Class A Ordinary Shares to which
he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the
Company, 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 Class A Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any Class A Ordinary Shares 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
Class A Ordinary Shares 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 or a valid exemption from registration is available. No Warrant
shall be exercisable and the Company shall not be obligated to issue Class A Ordinary Shares upon exercise of a Warrant unless the
Class A Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration
or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section
4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Class A Ordinary
Shares. The Company may require holders of Public Warrants to settle the Public Warrant on a “cashless
basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless
basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a Class A Ordinary Share, the Company shall round down to the nearest whole number the number of Class A Ordinary Shares
to be issued to such holder.


 


3.3.3 
Valid Issuance. All Class A Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued and, solely with respect to the Class A Ordinary Shares, 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 Class A Ordinary
Shares is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder
of record of such Class A Ordinary Shares 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 resister of members 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 Class A Ordinary Shares 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% (the “Maximum Percentage”) of the Class A Ordinary Shares outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A Ordinary
Shares beneficially owned by such person and its affiliates shall include the number of Class A Ordinary Shares issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Class A Ordinary
Shares 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 shares 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 Class A Ordinary Shares, the holder may rely on the number of outstanding Class A
Ordinary Shares 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 Continental Stock Transfer & Trust Company, as transfer agent (in such
capacity, the “ Transfer Agent”) setting forth the number of Class A Ordinary Shares 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 Class A Ordinary Shares then outstanding. In any case, the number of issued and
outstanding Class A Ordinary Shares 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 issued and outstanding Class A Ordinary
Shares 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 
Share Capitalizations.


 


4.1.1  Sub-Divisions.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding Class A
Ordinary Shares is increased by a capitalization or share dividend of Class A Ordinary Shares, or by a sub-division of Class A
Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the
number of Class A Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the
issued and outstanding Class A Ordinary Shares. A rights offering made to all or substantially all holders of Class A Ordinary
Shares entitling holders to purchase Class A Ordinary Shares at a price less than the “Historical Fair Market Value” (as
defined below) shall be deemed a capitalization of a number of Class A Ordinary Shares equal to the product of (i) the number of
Class A Ordinary Shares 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 Ordinary Shares) multiplied by (ii) one (1) minus the quotient of
(x) the price per Class A Ordinary Share paid in such rights offering divided by (y) the Historical 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 Ordinary
Shares, in determining the price payable for Class A Ordinary Shares, 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) “Historical Fair Market
Value” means the volume weighted average price of the Class A Ordinary Shares during the ten (10) trading day period
ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the
applicable market, regular way, without the right to receive such rights. No Class A Ordinary Shares shall be issued at less than
their par value.


 






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4.1.2 
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially
all of the holders of the Class A Ordinary Shares a dividend or make a distribution in cash, securities or other assets on account of
such Class A Ordinary Shares (or other shares 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 Ordinary Shares
in connection with a proposed Initial Business Combination, (d) to satisfy the redemption rights of the holders of the Class A Ordinary
Shares in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum
and Articles of Association, to modify the substance or timing of the Company’s obligation to provide holders of Class A
Ordinary Shares the right to have their shares redeemed in connection with the Initial Business Combination or to redeem 100% of the Company’s
public shares if it does not complete its Initial Business Combination within the time period required by the Company’s
Amended and Restated Memorandum and Articles of Association, as amended from time to time, (e) as a result of the repurchase of
Class A Ordinary Shares by the Company if a proposed Initial Business Combination is presented to the shareholders of the Company for
approval or (f) in connection with the redemption of public shares upon the failure of the Company to complete its Initial Business Combination
and any subsequent distribution of its assets upon its liquidation (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 Company’s board of directors (the “Board”),
in good faith) of any securities or other assets paid on each Class A Ordinary Share 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
Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not
exceed $0.50 (which amount shall be 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 Class
A Ordinary Shares issuable on exercise of each Warrant).


 


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


 


4.3  Adjustments
in Exercise Price. Whenever the number of Class A Ordinary Shares 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
Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator
of which shall be the number of Class A Ordinary Shares so purchasable immediately thereafter. If (x) the Company issues additional
Class A Ordinary Shares or equity-linked securities for capital raising purposes at an issue price or effective issue price of less
than $9.20 per Class A Ordinary Share (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 Class A Ordinary Share 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”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of the Company’s Initial Business Combination on the date of the
completion of the Company’s Initial Business Combination (net of redemptions), and (z) the volume-weighted average trading
price of Class A Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the
Company consummates its Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the
Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to
the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share
redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the
Market Value and 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 issued and outstanding Class A
Ordinary Shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of
such Class A Ordinary Shares), 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 issued and outstanding Class A Ordinary Shares), 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 Class A Ordinary Shares of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares or 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 Ordinary Shares 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
Ordinary Shares 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 Ordinary Shares (other than a tender, exchange or
redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the
Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, or as a result of the
redemption of Class A Ordinary Shares by the Company if a proposed Initial Business Combination is presented to the shareholders 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) 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) 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) more than 50% of the issued and outstanding Class A Ordinary Shares, 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 shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or
exchange offer, accepted such offer and all of the Class A Ordinary Shares 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 Ordinary Shares in the applicable event is payable in the form of shares
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 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 (assuming zero
dividends) (“Bloomberg”). For purposes of calculating such amount, (i) Section 6 of this Agreement
shall be taken into account, (ii) the price of each Class A Ordinary Share shall be the volume weighted average price of the Class A
Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event, (iii) 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 (iv) 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 Ordinary Shares consists exclusively of
cash, the amount of such cash per Class A Ordinary Share, and (ii) in all other cases, the volume weighted average price of the
Class A Ordinary Shares 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 Class A Ordinary Shares 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 shall the Warrant Price be reduced to less than the par value per share
issuable upon exercise of such Warrant.


 






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4.5 
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Class A Ordinary Shares 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 Class A Ordinary Shares 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.


 


4.6 
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional Class A Ordinary Shares 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 Class A Ordinary Shares 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 Class A Ordinary Shares 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.


 


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. In the case of certificated Warrants, 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 except as
otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and
only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository;
provided further, however that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of
the Private Placement 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.


 






    13


     


    

 


5.3 
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall
result in 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 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 Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants
on and after the Detachment Date.


 


6. 
Redemption.


 


6.1 
Redemption of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may
be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to
the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided
that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and
(b) there is an effective registration statement covering the issuance of the Class A Ordinary Shares issuable upon exercise of the Warrants,
and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).


 






    14


     


    

 


6.2  Redemption
of Warrants for Class A Ordinary Shares. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may
be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice
to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant,
provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4
hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4
hereof), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public
Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered
Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1
and receive a number of Class A Ordinary Shares 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 Warrants) 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 Class A
Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section
6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall
provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading
day period described above ends.


 


	 	 	Redemption Fair Market Value of Class A Ordinary Shares 
 (period to expiration of warrants)	 
	Redemption Date	 	≤ 10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥ 18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	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	 




 


The exact Redemption Fair Market
Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two
values in the table or the Redemption Date is between two redemption dates in the table, the number of Class A Ordinary Shares to be
issued for each Warrant exercised in a Make-Whole Exercise shall 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- or 366-day year, as applicable.


 




    15


     


    

 


The share 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 Warrant
or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is
adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant
immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant 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 Warrant. If the Exercise Price of a warrant is adjusted, (a) in the case of an adjustment pursuant to Section 4.4
hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied
by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00
and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal
the share prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment.
In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Class A Ordinary Shares per Warrant
(subject to adjustment).


 


6.3 
Date Fixed for, and Notice of, Redemption, Redemption Rice; Reference Value. In the event that the Company elects to redeem
the Public Warrants 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 Warrants
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,
(a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections
6.1 or 6.2 and (b) “Reference Value” shall mean the last reported sales price of the Class A Ordinary
Shares 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.


 


6.4 
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with 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. On and after the Redemption Date, the record holder of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.


 






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6.5 
Exclusion of Private Placement Warrants.


 


6.5.1 The Company agrees that
(a) the redemption rights provided in Section 6.1 hereof 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 or its Permitted Transferees and (b) if the
Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the
redemption rights provided in Section 6.2 hereof 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 or its Permitted Transferees. However, once such
Private Placement Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), 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 hereof. 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, including for purposes
of Section 9.8 hereof.


 


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


 


7.1 
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
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 shareholders in respect of the meetings of shareholders 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 Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized
but unissued Class A Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Agreement.


 






    17


     


    

 


7.4 
Registration of Class A Ordinary Shares; Cashless Exercise at Company’s Option.


 


7.4.1  Registration
of the Class A Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business
Days after the closing of its Initial Business Combination, it shall use its commercially reasonable efforts to file with the
Commission a post-effective amendment to the registration statement for the Public Offering or a new registration statement for the
registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants. The Company shall use
its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of
its Initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such
registration statement has not been declared effective by the sixtieth (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 sixty-first (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 Class A Ordinary Shares 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 another exemption) for that
number of Class A Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of
Class A Ordinary Shares 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 Ordinary Shares as reported during the
ten (10) trading day period ending on the 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
Class A Ordinary Shares 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) 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 doubt, unless and until
all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2 
Cashless Exercise at Company’s Option. If the Class A Ordinary Shares are at the time of any exercise of a Public
Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section
18(b)(1) of the Securities Act, 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 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 Ordinary Shares issuable upon exercise of the
Warrants, notwithstanding anything in this Agreement to the contrary and (y) use its commercially reasonable efforts to register or qualify
for sale the Class A Ordinary Shares issuable upon exercise of the Public Warrant under the applicable blue sky laws 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 Class A Ordinary Shares 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 Class A Ordinary Shares.


 






    18


     


    

 


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 or other entity organized
and existing under the laws of the State of New York, in good standing and having its principal office in the United States of America,
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 Ordinary Shares not later than the effective date of any
such appointment.


 


8.2.3 
Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be
consolidated or any entity 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.


 




    19


     


    

 


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, Chief Accounting 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, fraud or bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
costs and reasonable outside 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, fraud 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 Class A Ordinary Shares to be issued pursuant
to this Agreement or any Warrant or as to whether any Class A Ordinary Shares shall, when issued, be valid and, solely with respect to
the Class A Ordinary Shares, 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 all monies received by the Warrant Agent for the purchase of Class A Ordinary
Shares 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.


 




    20


     


    

 


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. II 


102 East Main Street, Second Story 


Carnegie, Pennsylvania 15106 


Attention: Secretary


 


With a copy to:


 


Kirkland & Ellis LLP 


609 Main Street 


Houston, Texas 77007 


		Attention:	Matthew Pacey
	 	 	Lanchi Huynh



 


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 


One State Street, 30th Floor 


New York, New York 10004 


Attention: Compliance Department


 


9.3 
Applicable Law and Exclusive Forum. 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. Subject to applicable law, 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 the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum.


 




    21


     


    

 


Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created
by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have
consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum
provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for
the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder
shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York
or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce
the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder
in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


9.4 
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person, corporation or other entity 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 United States of America 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.
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).


 


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.


 






    22


     


    

 


9.8  Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any
ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and
this Agreement set forth in the Prospectus, or defective provision contained herein, (ii) amending the definition of “Ordinary
Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2, (iii) adding or
changing any 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 rights of the Registered Holders hereunder in any material
respect or (iv) to make any amendments that are necessary in the good faith determination of the Company’s board of directors
(taking into account then existing market precedents) to allow for the Warrants to be classified as equity in the Company’s
financial statements. All other modifications or amendments, including any modification or amendment to increase the Warrant Price
or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants, shall require the vote or
written consent of the Registered Holders of 50% of the then-outstanding Public Warrants and, solely with respect to any amendment
to the terms of the Private Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants,
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,
or make any amendment necessary in the good faith determination of the Company’s board of directors (taking into account then
existing market precedents) to allow for the Warrants to be classified as equity in the Company’s financial statements, in
each case, 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 


Exhibit C — Opco Warrant Right Holders


 




    23


     


    

 


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


 


	 	RICE ACQUISITION CORP. II
	 	 	 	 
	 	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


 


[Signature Page to Warrant Agreement]


 



     


     


    

 



Exhibit A


 


[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. II


 


Incorporated Under the Laws of the Cayman
Islands


 


CUSIP G75529 126


 


Warrant Certificate


 


This Warrant Certificate
certifies that [], or registered assigns, is the registered holder of [] warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Ordinary Shares”),
of Rice Acquisition Corp. II, a Cayman Islands exempted company (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 nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined
pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in
the Warrant Agreement) of the United States of America 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 whole Warrant is initially
exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall,
upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of
Ordinary Shares 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
per one Ordinary Share for any Warrant is equal to $11.50 per share. 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. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


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.


 


	 	RICE ACQUISITION CORP. II
	 	 
	 	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 [ ]
Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of June 15, 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company,
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 issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a
prospectus thereunder relating to the Ordinary Shares 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 Ordinary Shares 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 an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares
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 shareholder 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 [ ]
Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Rice Acquisition Corp. II (the “Company”)
in the amount of $[ ] in accordance with
the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [ ],
whose address is [ ] and that such Ordinary
Shares be delivered to [ ] whose address
is [ ]. If said [ ]
number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares 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 6.2 of the Warrant Agreement and a holder thereof elects
to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be
determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.


 


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 Ordinary Shares 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 Ordinary Shares 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
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares 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 Ordinary
Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares 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 S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).


 




    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. II (THE “COMPANY”), RICE ACQUISITION SPONSOR II 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 CLASS
A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
AND SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 




    B-1


     


    

 


Exhibit C


 


Holders


 


Rice Acquisition Sponsor II LLC


 


 


C-1