Rice Acquisition Corporation 3 – Material Contracts Watch

from 8-K 65 pages Second Amended and Restated Limited Liability Company Agreement of Rice Acquisition Holdings 3 LLC Dated September 30, 2025

from 8-K 2 pages Rice Acquisition Corporation 3 Rice Acquisition Holdings 3 LLC 102 East Main Street, Second Story Carnegie, Pa 15106 September 30, 2025

from 8-K 18 pages Registration Rights Agreement

from 8-K 16 pages Investment Management Trust Agreement

from 8-K 8 pages September 30, 2025 Rice Acquisition Corporation 3 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 Re: Initial Public Offering Ladies and Gentlemen

from 8-K 8 pages Private Placement Warrants Purchase Agreement

from S-1/A 16 pages Form of Investment Management Trust Agreement

from S-1/A 7 pages This Agreement (This “Agreement”) Is Entered Into on September 16, 2025 by and Between Rice Acquisition Sponsor 3 LLC, a Delaware Limited Liability Company (The “Subscriber” or “You”), and Rice Acquisition Holdings 3 LLC, a Cayman Islands Limited Liability Company (The “Company”). Pursuant to the Terms Hereof, the Company Hereby Accepts the Offer the Subscriber Has Made to Subscribe for 2,012,500 Class B Units of the Company (The “Class B Units”), With Up to 262,500 of the 2,012,500 Class B Units Subject to Forfeiture by You if the Underwriters of the Initial Public Offering of Units of Rice Acquisition Corporation 3 Do Not Fully Exercise Their Over-Allotment Option (The “Over-Allotment Option”). the Company and the Subscriber’s Agreements Regarding the Class B Units to Be Received by the Subscriber Pursuant to This Agreement (The “Units”) Are as Follows: 1. Representations, Warranties and Agreements. 1.1 the Subscriber’s Representations, Warranties and Agreements. to Induce the Company to Issue the Units to the Subscriber, the Subscriber Hereby Represents and Warrants to the Company and Agrees With the Company as Follows: 1.1.1 No Government Recommendation or Approval. the Subscriber Understands That No Federal or State Agency Has Passed Upon or Made Any Recommendation or Endorsement of the Offering of the Units

from S-1/A 55 pages Second Amended and Restated Limited Liability Company Agreement of Rice Acquisition Holdings 3 LLC Dated [●], 2025

from S-1/A 8 pages [●], 2025 Rice Acquisition Corporation 3 102 East Main Street, Second Story Carnegie, Pennsylvania 15106 Re: Initial Public Offering Ladies and Gentlemen

from S-1/A 2 pages Rice Acquisition Corporation 3 Rice Acquisition Holdings 3 LLC 102 East Main Street, Second Story Carnegie, Pa 15106 [●], 2025

from S-1/A 10 pages Form of Private Placement Warrants Purchase Agreement

from S-1/A 15 pages Form of Registration Rights Agreement

from S-1/A 16 pages Form of Investment Management Trust Agreement

from S-1 22 pages Forward Purchase Agreement

from S-1 7 pages This Agreement (This “Agreement”) Is Entered Into on June 20, 2025 by and Between Rice Acquisition Sponsor 3 LLC, a Delaware Limited Liability Company (The “Subscriber” or “You”), and Rice Acquisition Holdings 3 LLC, a Cayman Islands Limited Liability Company (The “Company”). Pursuant to the Terms Hereof, the Company Hereby Accepts the Offer the Subscriber Has Made to Subscribe for 9,487,500 Class B Units of the Company (The “Class B Units”), With Up to 1,237,500 of the 9,487,500 Class B Units Subject to Forfeiture by You if the Underwriters of the Initial Public Offering of Units of Rice Acquisition Corporation 3 Do Not Fully Exercise Their Over-Allotment Option (The “Over-Allotment Option”). the Company and the Subscriber’s Agreements Regarding the Class B Units to Be Received by the Subscriber Pursuant to This Agreement (The “Units”) Are as Follows: 1. Representations, Warranties and Agreements. 1.1 the Subscriber’s Representations, Warranties and Agreements. to Induce the Company to Issue the Units to the Subscriber, the Subscriber Hereby Represents and Warrants to the Company and Agrees With the Company as Follows: 1.1.1 No Government Recommendation or Approval. the Subscriber Understands That No Federal or State Agency Has Passed Upon or Made Any Recommendation or Endorsement of the Offering of the Units

from S-1 7 pages This Agreement (This “Agreement”) Is Entered Into on June 20, 2025 by and Between Rice Acquisition Sponsor 3 LLC, a Delaware Limited Liability Company (The “Subscriber” or “You”), and Rice Acquisition Holdings 3 LLC, a Cayman Islands Limited Liability Company (The “Company”). Pursuant to the Terms Hereof, the Company Hereby Accepts the Offer the Subscriber Has Made to Purchase 100 Class a Units of the Company (The “Class a Units”). the Company and the Subscriber’s Agreements Regarding the Class a Units to Be Purchased by the Subscriber Pursuant to This Agreement (The “Units”) Are as Follows: 1. Purchase of the Units. for the Sum of $1,000, Which the Company Acknowledges Receiving in Cash, the Company Hereby Issues the Units to the Subscriber, and the Subscriber Hereby Purchases the Units From the Company, on the Terms and Subject to the Conditions Set Forth in This Agreement. 2. Representations, Warranties and Agreements. 2.1 the Subscriber’s Representations, Warranties and Agreements. to Induce the Company to Issue the Units to the Subscriber, the Subscriber Hereby Represents and Warrants to the Company and Agrees With the Company as Follows: 2.1.1 No Government Recommendation or Approval. the Subscriber Understands That No Federal or State Agency Has Passed Upon or Made Any Recommendation or Endorsement of the Offering of the Units

from S-1 7 pages This Agreement (This “Agreement”) Is Entered Into on June 20, 2025 by and Between Rice Acquisition Corporation 3, a Cayman Islands Exempted Company (The “Subscriber” or “You”), and Rice Acquisition Holdings 3 LLC, a Cayman Islands Limited Liability Company (The “Company”). Pursuant to the Terms Hereof, the Company Hereby Accepts the Offer the Subscriber Has Made to Purchase 2,500 Class a Units of the Company (The “Class a Units”). the Company and the Subscriber’s Agreements Regarding the Class a Units to Be Purchased by the Subscriber Pursuant to This Agreement (The “Units”) Are as Follows: 1. Purchase of the Units. for the Sum of $25,000, Which the Company Acknowledges Receiving in Cash, the Company Hereby Issues the Units to the Subscriber, and the Subscriber Hereby Purchases the Units From the Company, on the Terms and Subject to the Conditions Set Forth in This Agreement. 2. Representations, Warranties and Agreements. 2.1 the Subscriber’s Representations, Warranties and Agreements. to Induce the Company to Issue the Units to the Subscriber, the Subscriber Hereby Represents and Warrants to the Company and Agrees With the Company as Follows: 2.1.1 No Government Recommendation or Approval. the Subscriber Understands That No Federal or State Agency Has Passed Upon or Made Any Recommendation or Endorsement of the Offering of the Units

from S-1 8 pages This Agreement (This “Agreement”) Is Entered Into on June 20, 2025 by and Between Rice Acquisition Sponsor 3 LLC, a Delaware Limited Liability Company (The “Subscriber” or “You”), and Rice Acquisition Corporation 3, a Cayman Islands Exempted Company (The “Company”). Pursuant to the Terms Hereof, the Company Hereby Accepts the Offer the Subscriber Has Made to Purchase 2,500 Class a Ordinary Shares, $0.0001 Par Value Per Share (The “Class a Ordinary Shares”), and 9,487,600 Class B Ordinary Shares, $0.0001 Par Value Per Share (The “Class B Ordinary Shares” And, Together With the Class a Ordinary Shares, the “Ordinary Shares”), With Up to 1,237,500 of the 9,487,600 Class B Ordinary Shares Subject to Forfeiture by You if the Underwriters of the Initial Public Offering (“Ipo”) of Units of the Company Do Not Fully Exercise Their Over-Allotment Option (The “Over-Allotment Option”). the Company and the Subscriber’s Agreements Regarding the Ordinary Shares to Be Purchased by the Subscriber Pursuant to This Agreement (The “Shares”) Are as Follows: 1. Purchase of Securities

from S-1 5 pages Promissory Note