Common use of Underwritten Takedown Clause in Contracts

Underwritten Takedown. (i) At any time and from time to time after the Resale Shelf Registration Statement has been declared effective by the Commission, a Registration Rights Party may request (such requesting Person, the “Demanding Holder”) to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all of the then outstanding Registrable Securities of such NET Power Holder (the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one Underwritten Demand per year, subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding Holder. (ii) The Company shall, within three Business Days of the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writing, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after the receipt by the Registration Rights Parties of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedown. (iv) If the managing Underwriter for an Underwritten Shelf Takedown advises the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holders, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities of the Demanding Holder and the Requesting Holders (on a pro rata basis based on the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in the Underwritten Shelf Takedown), (B) second, to the extent that any additional securities can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreement.

Underwritten Takedown. (ia) At any time and If CayCo shall receive a request from time the holders of Registrable Securities with an estimated market value of at least US$10 million (the requesting holder(s) shall be referred to time after herein as the Resale Shelf Registration Statement has been declared effective by the Commission, a Registration Rights Party may request (such requesting Person, the “Demanding Requesting Holder”)) to sell that CayCo effect the Underwritten Takedown of all or any portion of their the Requesting Holder’s Registrable Securities in an Securities, and specifying the intended method of disposition thereof, then CayCo shall promptly give notice of such requested, Underwritten Offering that is registered pursuant Takedown (each such request shall be referred to the Resale Shelf Registration Statement herein as a (each, an “Underwritten Shelf Demand Takedown”); provided that ) at least ten (10) Business Days prior to the Company anticipated filing date of the prospectus or supplement relating to such Demand Takedown to the other Holders, and thereupon shall only be obligated use its reasonable, best efforts to effect an effect, as expeditiously as possible, the offering in such Underwritten Shelf Takedown if of: (i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the Requesting Holder has requested such offering shall include securities under Section 2.1.6(a), and (ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities (all such holders, together with a total offering price the Requesting Holder, the “Selling Holders”) have requested CayCo to offer by request, received by CayCo within seven (before deduction of underwriting discounts and commissions7) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all Business Days after such holders receive CayCo’s notice of the then outstanding Demand Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (b) Promptly after the expiration of such NET Power Holder the seven (7)-Business Day-period referred to in Section 2.1.6(a)(ii), CayCo will notify all Selling Holders of the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to identities of the Company, which shall specify other Selling Holders and the approximate number of Registrable Securities proposed requested to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one Underwritten Demand per year, subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding Holdertherein. (iic) The Company shallCayCo shall only be required to effectuate no more than three (3) Underwritten Takedowns in any twelve (12)-month period, within three Business Days of the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writing, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes after giving effect to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after the receipt by the Registration Rights Parties of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii)2.2.1. (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedown. (ivd) If the managing Underwriter for underwriter in an Underwritten Shelf Takedown advises the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holders, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities of the Demanding Holder CayCo and the Requesting Holders (on a pro rata basis based on Holder(s) that, in its view, the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in such underwritten offering exceeds the Underwritten Shelf Takedown), (B) second, to the extent largest number of shares that any additional securities can, in the opinion of such managing Underwriter, can be sold without a Negative Impacthaving an adverse effect on such offering, to including the parties to price at which such shares can be sold, the Existing Registration Rights Agreement who properly requested to include their securities shares included in such Underwritten Shelf Takedown pursuant will be reduced by the Registrable Securities held by the Selling Holders (applied on a pro rata basis, based on the total number of Registrable Securities held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first, based on the number of Registrable Securities held by such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreementHolders).

Underwritten Takedown. (i) At any time and from time to time after the Resale Shelf Registration Statement has been declared effective by the Commission, a the Registration Rights Party Parties may request (such requesting Person, the “Demanding Holder”) to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if (A) such offering shall include securities with a total offering price (before deduction of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or (B) if the Ares Investor is the Demanding Holder, such request shall be made with respect to all of the then outstanding Registrable Securities of such NET Power Holder the Ares Investor (clauses (A) and (B) are referred to herein as the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder; provided, Constellation Holder and 8 Rivers Holder shall be entitled to one Underwritten Demand per year, subject to the Underwritten Shelf Takedown Conditions and that an Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled considered made for purposes of this Section 2(b)(i) unless it has resulted in the disposition by the Demanding Holder of at least 75% of the amount of Registrable Securities requested to make any Underwritten Demandbe included. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the Registrable Securities of a the Registration Rights Party Parties may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding Holder. (ii) The Company shall, within three Business Days of the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writing, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after the receipt by the Registration Rights Parties Party of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedown. (iv) If the managing Underwriter for an Underwritten Shelf Takedown advises the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holders, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities of the Demanding Holder and the Requesting Holders (on a pro rata basis based on the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in the Underwritten Shelf Takedown), (B) second, to the extent that any additional securities can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreement.

Underwritten Takedown. (a) If the Company shall receive a request (a “Takedown Demand”) from the (i) At any time and from time to time after holders of Registrable Securities with an estimated market value of at least $5,000,000 or (ii) the holders of Registrable Securities registered under the Resale Shelf Registration Statement has been declared effective by that own in the Commissionaggregate at least 5% of the outstanding Pubco Common Stock requesting a registration of at least $5,000,000 (either, a Registration Rights Party may request (such requesting Person, the an “Demanding Initiating Holder”) to sell that the Company effect an Underwritten Takedown of all or any portion of their the requesting holder’s Registrable Securities covered under the Resale Shelf Registration Statement, then the Company shall give (x) in an Underwritten Offering connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is registered pursuant to a participant in the Resale Shelf Registration Statement (each, an “Underwritten Shelf TakedownParticipant”); provided that the Company shall only be obligated , (y) in connection with any Block Trade initiated, notice of such Underwritten Takedown to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction each holder of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all of the then outstanding Registrable Securities (other than the Initiating Holder(s)) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Underwritten Takedown and (z) in connection with any marketed Underwritten Takedown, at least five (5) Business Days’ notice of such NET Power Holder Underwritten Takedown to each holder of Registrable Securities (other than the “Initiating Holder(s)) that is a Shelf Participant. In connection with (x) any non-marketed Underwritten Takedown initiated and (y) any marketed Underwritten Takedown, if any Shelf Takedown Conditions”). All requests for Underwritten Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities covered by the Resale Shelf Takedowns shall be made Registration Statement (by giving written notice to the CompanyCompany , which shall specify notice must be received by the approximate number Company no later than (A) in the case of a non-marketed Underwritten Takedown (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed Underwritten Takedown, three (3) Business Days following the date notice is given to such participant), the Initiating Holder(s) and the other Shelf Participants that request inclusion of their Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one sell their Registrable Securities in such offering. Thereupon the Company shall use its commercially reasonable efforts to effect, as expeditiously as possible, the offering in such Underwritten Demand per year, Takedown of: (i) subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubtrestrictions set forth in Section 2.2.4, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the all Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without for which the prior written consent of the Demanding Holder.Initiating Holder(s) has requested such offering under Section 2.1.6, and (ii) The Company shall, within three Business Days of subject to the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, restrictions set forth in writingSection 2.2.4, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify that any holders of Registrable Securities covered under the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after Resale Registration Shelf Statement have requested the receipt Company to offer by the Registration Rights Parties of the notice from the Company. Upon receipt request received by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demandrequisite time period, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject all to the consent of extent necessary to permit the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement disposition (in customary form accordance with the Underwriter(sintended methods thereof as aforesaid) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedownso to be offered. (ivb) If Promptly after the managing Underwriter for an Underwritten Shelf Takedown advises expiration of the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holdersrelevant time period, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success will promptly notify all selling holders of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities identities of the Demanding Holder other selling holders and the Requesting Holders (on a pro rata basis based on the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in therein. (c) The Company shall only be required to effectuate, within any twelve (12) month period, one Underwritten Takedown by each of (A) the Underwritten Shelf Takedown)CPUH Investors, collectively, and (B) secondAllurion Investors, to the extent that any additional securities can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreementcollectively.

Underwritten Takedown. (i) At any time and from time to time after the Resale Shelf Registration Statement has been declared effective by the Commission, a Registration Rights Party may request (such requesting Person, the “Demanding Holder”) to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 [●] or with respect to all of the then outstanding Registrable Securities of such NET Power Holder Registration Rights Party (the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY HolderEQVR, Constellation Holder Sponsor, and 8 Rivers Holder NH Presidio Investments LLC shall be entitled to one no more than two Underwritten Demand per yearDemands in any 12-month period, subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubt, Underwritten Shelf Takedowns shall not include underwritten block trades. No securities other than the Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding HolderBlock Trades. (ii) The Company shall, within three Business Days of the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade Block Trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writing, all other Registration Rights Parties of such demand, and each Registration Rights Party such Person who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade Block Trade or a Bought Deal) after the receipt by the Registration Rights Parties of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii). For the avoidance of doubt, no Registration Rights Party is entitled to any notice of any Block Trade or rights to participate in such Block Trade without the written consent of the Block Trade Requesting Holder as provided in Section 2(a)(vii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedown. (iv) If the managing Underwriter for an Underwritten Shelf Takedown advises the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holders, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities of the Demanding Holder and the Requesting Holders (on a pro rata basis based on the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in the Underwritten Shelf Takedown), (B) second, to the extent that any additional securities can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement the Existing Registration Rights Agreement in accordance with the terms of such agreementagreement (on a pro rata basis based on the number of Existing Registrable Securities properly requested by such Persons to be included in the Underwritten Shelf Offering), (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and Registration Rights Parties who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to this Agreement in accordance with the terms of this Agreement (on a pro rata basis based on the number of Registrable Securities properly requested by such Persons to be included in the Underwritten Shelf Offering), (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (E) fifth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement and other than the Existing Registration Rights Agreement, with the Company that provides for registration rights in accordance with the terms of such agreement.

Underwritten Takedown. (ia) At any time and If the Company shall receive a request from time the Holders of Registrable Securities with an estimated market value of at least US$25 million (the requesting holder(s) shall be referred to time after the Resale Shelf Registration Statement has been declared effective by the Commission, a Registration Rights Party may request (such requesting Person, herein as the “Demanding Requesting Holder”) to sell that the Company effect the Underwritten Takedown of all or any portion of their the Requesting Holder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested Underwritten Takedown (each such request shall be referred to herein as a “Demand Takedown”) at least ten (10) Business Days prior to the anticipated filing date of the prospectus or supplement relating to such Demand Takedown to the other Holders, and thereupon shall use its commercially reasonable efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities in an Underwritten Offering that is registered pursuant for which the Requesting Holder has requested such offering under Section 2.1.6, and (ii) subject to the Resale Shelf Registration Statement restrictions set forth in Section 2.2.4, all other Registrable Securities that any Holders of Registrable Securities (eachall such Holders, an together with the Requesting Holder, the “Underwritten Shelf Selling Holders”) have requested the Company to offer by request, received by the Company within seven (7) Business Days after such Holders receive the Company’s notice of the Demand Takedown”, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (b) Promptly after the expiration of the seven (7) Business Day period referred to in Section 2.1.6(a)(ii); provided that , the Company will notify all Selling Holders of the identities of the other Selling Holders and the number of Registrable Securities requested to be included therein. (c) The Company shall only be obligated required to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all of the then outstanding Registrable Securities of such NET Power Holder (the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect effectuate no more than an aggregate of three two (2) Underwritten Offerings pursuant Takedowns, after giving effect to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one Underwritten Demand per year, subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding Holder2.2.1. (ii) The Company shall, within three Business Days of the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writing, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after the receipt by the Registration Rights Parties of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedown. (ivd) If the managing Underwriter for underwriter in an Underwritten Shelf Takedown advises the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holders, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities of the Demanding Holder and the Requesting Holders (on a pro rata basis based on Holder(s) that, in its view, the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in such underwritten offering exceeds the Underwritten Shelf Takedown), (B) second, to the extent largest number of shares that any additional securities can, in the opinion of such managing Underwriter, can be sold without a Negative Impacthaving an adverse effect on such offering, to including the parties to price at which such shares can be sold, the Existing Registration Rights Agreement who properly requested to include their securities shares included in such Underwritten Shelf Takedown pursuant will be reduced by the Registrable Securities held by the Selling Holders (applied on a Pro Rata basis, based on the total number of Registrable Securities held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first, based on the number of Registrable Securities held by such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreementHolders).

Underwritten Takedown. If the Company shall receive a request (a “Takedown Demand”) from the (i) At any time and from time to time after holders of Registrable Securities with an estimated market value of at least $5,000,000 or (ii) the holders of Registrable Securities registered under the Resale Shelf Registration Statement has been declared effective by that own in the Commission, aggregate at least five percent (5%) of the outstanding Class A Common Stock requesting a Registration Rights Party may request registration of at least $5,000,000 (such requesting Person, the either an “Demanding Initiating Holder”) to sell that the Company effect an Underwritten Takedown of all or any portion of their the requesting holder’s Registrable Securities covered under the Resale Shelf Registration Statement, then the Company shall give (x) in an Underwritten Offering connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is registered pursuant to a participant in the Resale Shelf Registration Statement (each, an “Underwritten Shelf TakedownParticipant”); provided that the Company shall only be obligated , (y) in connection with any Block Trade initiated, notice of such Underwritten Takedown to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction each holder of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all of the then outstanding Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Underwritten Takedown and (z) in connection with any marketed Underwritten Takedown, at least five (5) Business Days’ notice of such NET Power Holder Underwritten Takedown to each holder of Registrable Securities (other than the “Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed Underwritten Takedown (including a Block Trade) and (y) any marketed Underwritten Takedown, if any Shelf Takedown Conditions”). All requests for Underwritten Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities covered by the Resale Shelf Takedowns shall be made Registration Statement (by giving written notice to the Company, which shall specify notice must be received by the approximate number Company no later than (A) in the case of a non-marketed Underwritten Takedown (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m Eastern time on the date notice is given to such participant and (C) in the case of a marketed Underwritten Takedown, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one sell their Registrable Securities in such offering. Thereupon the Company shall use its commercially reasonable efforts to effect, as expeditiously as possible, the offering in such Underwritten Demand per year, Takedown of: (i) subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubtrestrictions set forth in Section 2.2.4, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the all Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding for which the Initiating Holder without the prior written consent of the Demanding Holder.has requested such offering under Section 2.1.6, and (ii) The Company shall, within three Business Days of subject to the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, restrictions set forth in writingSection 2.2.4, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify that any holders of Registrable Securities covered under the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after Resale Registration Shelf Statement have requested the receipt Company to offer by the Registration Rights Parties of the notice from the Company. Upon receipt request received by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demandrequisite time period, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject all to the consent of extent necessary to permit the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement disposition (in customary form accordance with the Underwriter(sintended methods thereof as aforesaid) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedownso to be offered. (iva) If Promptly after the managing Underwriter for an Underwritten Shelf Takedown advises expiration of the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holdersrelevant time period, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success will promptly notify all selling holders of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities identities of the Demanding Holder other selling holders and the Requesting Holders (on a pro rata basis based on the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in therein. (b) the Company shall only be required to effectuate, within any twelve (12) month period, no more than one Underwritten Shelf Takedown)Takedown pursuant to a Takedown Demand by each of (A) the SPAC Investors, collectively, and (B) secondCERo Investors, to collectively; provided that nothing in this Section 2.1.6(b) shall limit the extent that number of Underwritten Takedowns in which any additional securities can, in the opinion of such managing Underwriter, Investor may be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreementParticipant.

Underwritten Takedown. (i) At For any time and from time offering of Registrable Securities pursuant to time after the Resale Shelf a Registration Statement has been declared effective by for which the Commission, a Registration Rights Party may request (such requesting Person, the “Demanding Holder”) to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all of the then outstanding Registrable Securities of such NET Power Holder (the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number value of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown offered is at least two million dollars (an “Underwritten Demand”$2,000,000) and a Registration Statement is effective or has been requested under Section 2(a). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering Qualified Shareholder (the “Underwritten Offering LimitationsRequesting Shareholder”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall ) may elect for an offering to be entitled to one Underwritten Demand per year, subject to in the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding Holder. (ii) The Company shall, within three Business Days of the Company’s receipt form of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writing, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after the receipt by the Registration Rights Parties of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take prepare a prospectus or prospectus supplement for such other actions as are reasonably required in order purpose. The Underwritten Requesting Shareholder shall give written notice to expedite the Company of such intention (i) for a Shelf Registration Statement, at least four (4) Business Days prior to the date on which such Underwritten Offering is anticipated to launch, specifying the number of Registrable Securities for which the Underwritten Requesting Shareholder is requesting registration under this Section 3(e) or facilitate (ii) for a Demand Registration, at the disposition time of the Registrable Securities demand under Section 2(a) and, in each case, the other material terms of such Underwritten Offering (such request, an “Underwritten Takedown Request,” and any Underwritten Offering conducted pursuant thereto, an “Underwritten Takedown”), and the Company shall (i) for a Shelf Registration Statement, one (1) Business Day following the receipt of such Underwritten Takedown Request or (ii) for a Demand Registration, at the time of the demand under Section 2(a), give written notice of such Underwritten Takedown Request (such notice, an “Underwritten Takedown Notice”) to the other Participating Shareholders and such Underwritten Takedown Notice shall offer the other Participating Shareholders the opportunity to include in such Underwritten Takedown the number of Registrable Securities as each such other Participating Shareholder may request in writing. Subject to (i) Section 3(f) and Section 3(g) for a Shelf Takedown. Registration Statement or (ivii) If Section 2(b) and Section 2(f) for a Demand Registration, the managing Underwriter for an Company and the Underwritten Shelf Requesting Shareholder(s) shall cause the underwriter(s) to include as part of the Underwritten Takedown advises the Demanding Holder all Registrable Securities that in its opinion the inclusion of all securities are requested to be included therein by any of the other Participating Shareholders in writing within (i) two (2) Business Days of delivery of such notice for a Shelf Registration Statement or (ii) seven (7) Business Days after receipt of such notice for a Demand Registration; provided, that all such other Participating Shareholders requesting to participate in the Underwritten Shelf Takedown (whether by must sell their Registrable Securities to the Demanding Holderunderwriters on the same terms and conditions as apply to the Underwritten Requesting Shareholder(s); provided, further, that, if at any time after making an Underwritten Takedown Request and prior to the launch of the Underwritten Takedown, the Underwritten Requesting HoldersShareholder(s) shall determine for any reason not to proceed with or to delay such Underwritten Takedown, the Underwritten Requesting Shareholder(s) shall give written notice to the Company of such determination and the Company shall give written notice of the same to each other Participating Shareholder and, thereupon, (x) in the case of a determination not to proceed, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown Requesting Shareholder(s) shall be limited relieved of their respective obligations to cause the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (Aunderwriter(s) first, the to include any Registrable Securities of the Demanding Holder and other Participating Shareholders as part of such Underwritten Takedown (but the Requesting Holders (on a pro rata basis based on Company shall not be relieved from its obligation to pay the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included Registration Expenses in the Underwritten Shelf Takedownconnection therewith), (B) secondwithout prejudice, however, to the extent that any additional securities canother registration rights contained herein, and (y) in the opinion case of such managing Underwriter, be sold without a Negative Impact, determination to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in delay such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreementTakedown, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (Dsuch Underwritten Requesting Shareholder(s) fourth, shall be relieved of their respective obligations to cause the extent that underwriter(s) to include any additional securities can, in the opinion Registrable Securities of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in Participating Shareholders as part of such Underwritten Shelf Takedown pursuant for the same period as the Underwritten Requesting Shareholder(s) determine(s) to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of delay such agreementUnderwritten Takedown.

Underwritten Takedown. If the Company shall receive a request (a “Takedown Demand”) from the (i) At any time and from time to time after holders of Registrable Securities with an estimated market value of at least $5,000,000 or (ii) the holders of Registrable Securities registered under the Resale Shelf Registration Statement has been declared effective by that own in the Commission, aggregate at least 5% of the outstanding Class A Common Stock requesting a Registration Rights Party may request registration of at least $5,000,000 (such requesting Person, the either an “Demanding Initiating Holder”) to sell that the Company effect an Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities covered under the Resale Registration Statement, then the Company shall give (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a participant in the Resale Registration Statement (“Shelf Participant”), (y) in connection with any Block Trade initiated, notice of such Underwritten Takedown to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Underwritten Takedown and (z) in connection with any marketed Underwritten Takedown, at least five (5) Business Days’ notice of such Underwritten Takedown to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed Underwritten Takedown initiated and (y) any marketed Underwritten Takedown, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities in an Underwritten Offering that is registered pursuant to covered by the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all of the then outstanding Registrable Securities of such NET Power Holder (the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify notice must be received by the approximate number Company no later than (A) in the case of a non-marketed Underwritten Takedown (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed Underwritten Takedown, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one sell their Registrable Securities in such offering. Thereupon the Company shall use its commercially reasonable efforts to effect, as expeditiously as possible, the offering in such Underwritten Demand per year, Takedown of: (i) subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubtrestrictions set forth in Section 2.2.4, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the all Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding for which the Initiating Holder without the prior written consent of the Demanding Holder.has requested such offering under Section 2.1.6, and (ii) The Company shall, within three Business Days of subject to the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, restrictions set forth in writingSection 2.2.4, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify that any holders of Registrable Securities covered under the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after Resale Registration Statement have requested the receipt Company to offer by the Registration Rights Parties of the notice from the Company. Upon receipt request received by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demandrequisite time period, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject all to the consent of extent necessary to permit the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement disposition (in customary form accordance with the Underwriter(sintended methods thereof as aforesaid) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedownso to be offered. (iva) If Promptly after the managing Underwriter for an Underwritten Shelf Takedown advises expiration of the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holdersrelevant time period, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success will promptly notify all selling holders of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities identities of the Demanding Holder other selling holders and the Requesting Holders (on a pro rata basis based on the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in therein. (b) the Company shall only be required to effectuate within any twelve (12) month period: one Underwritten Shelf Takedown)Takedown by each of (A) the AHAC Investors, collectively, and (B) secondHunter Investors, to the extent that any additional securities can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreementcollectively.

Underwritten Takedown. (ia) At any time and If PubCo shall receive a request from time the holders of Registrable Securities with an estimated market value of at least US$[·] million (the requesting holder(s) shall be referred to time after herein as the Resale Shelf Registration Statement has been declared effective by the Commission, a Registration Rights Party may request (such requesting Person, the “Demanding Requesting Holder”)) to sell that PubCo effect the Underwritten Takedown of all or any portion of their the Requesting Holder’s Registrable Securities in an Securities, and specifying the intended method of disposition thereof, then PubCo shall promptly give notice of such requested, Underwritten Offering that is registered pursuant Takedown (each such request shall be referred to the Resale Shelf Registration Statement herein as a (each, an “Underwritten Shelf Demand Takedown”); provided that ) at least ten (10) Business Days prior to the Company anticipated filing date of the prospectus or supplement relating to such Demand Takedown to the other Holders, and thereupon shall only be obligated use its reasonable, best efforts to effect an effect, as expeditiously as possible, the offering in such Underwritten Shelf Takedown if of: (i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the Requesting Holder has requested such offering shall include securities under Section 2.1.6(a), and (ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities (all such holders, together with a total offering price the Requesting Holder, the “Selling Holders”) have requested PubCo to offer by request, received by PubCo within seven (before deduction of underwriting discounts and commissions7) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all Business Days after such holders receive PubCo’s notice of the then outstanding Demand Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (b) Promptly after the expiration of such NET Power Holder the seven (7)-Business Day-period referred to in Section 2.1.6(a)(ii), PubCo will notify all Selling Holders of the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to identities of the Company, which shall specify other Selling Holders and the approximate number of Registrable Securities proposed requested to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one Underwritten Demand per year, subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding Holdertherein. (iic) The Company shallPubCo shall only be required to effectuate no more than three (3) Underwritten Takedowns in any twelve (12)-month period, within three Business Days of the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writing, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes after giving effect to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after the receipt by the Registration Rights Parties of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii)2.2.1. (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedown. (ivd) If the managing Underwriter for underwriter in an Underwritten Shelf Takedown advises the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holders, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities of the Demanding Holder PubCo and the Requesting Holders (on a pro rata basis based on Holder(s) that, in its view, the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in such underwritten offering exceeds the Underwritten Shelf Takedown), (B) second, to the extent largest number of shares that any additional securities can, in the opinion of such managing Underwriter, can be sold without a Negative Impacthaving an adverse effect on such offering, to including the parties to price at which such shares can be sold, the Existing Registration Rights Agreement who properly requested to include their securities shares included in such Underwritten Shelf Takedown pursuant will be reduced by the Registrable Securities held by the Selling Holders (applied on a pro rata basis, based on the total number of Registrable Securities held by such Holders, subject to a determination by the Commission that certain Holders must be reduced first, based on the number of Registrable Securities held by such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreementHolders).

Underwritten Takedown. (i) At any time and If the Company shall receive a request from time to time after the Resale Shelf Registration Statement has been declared effective by the Commission, a Registration Rights Party may request holders of Registrable Securities with an estimated market value of at least $30,000,000 (such requesting Person, amount of Registrable Securities (the “Demanding HolderMinimum Amount”)) to sell that the Company effect an Underwritten Takedown of all or any portion of their the requesting holder’s Registrable Securities in an Underwritten Offering that is registered pursuant to the Resale Shelf Registration Statement (eachSecurities, an “Underwritten Shelf Takedown”); provided that then the Company shall only be obligated promptly give notice of such requested Underwritten Takedown at least five (5) Business Days prior to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all anticipated filing date of the then outstanding Registrable Securities of prospectus or supplement relating to such NET Power Holder (the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Companyother Investors and thereupon shall use commercially reasonable efforts to effect, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoingas expeditiously as possible, the Company is not obligated to effect more than an aggregate of three offering in such Underwritten Offerings pursuant to Section 2(bTakedown of: (i) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one Underwritten Demand per year, subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubtrestrictions set forth in Section 2.3, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the all Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without for which the prior written consent of the Demanding Holder.requesting holder has requested such offering under Section 2.1.5, and (ii) The subject to the restrictions set forth in Section 2.3, all other Registrable Securities that any holders of Registrable Securities have requested the Company shall, to offer by request received by the Company within three two (2) Business Days of after such holders receive the Company’s receipt notice of an the Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writingTakedown notice, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after the receipt by the Registration Rights Parties of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject to the consent of extent necessary to permit the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement disposition (in customary form accordance with the Underwriter(sintended methods thereof as aforesaid) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedownso to be offered. (iva) If Promptly after the managing Underwriter for an Underwritten Shelf Takedown advises expiration of the Demanding Holder that two-Business Day-period referred to in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting HoldersSection 2.1.5(ii), the Company or any other Person) may materially and adversely affect the price, timing, distribution or success will notify all selling holders of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities identities of the Demanding Holder other selling holders and the Requesting Holders (on a pro rata basis based on the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included therein. (b) The Company shall only be required to effectuate one Underwritten Takedown pursuant to this Agreement within any six-month period. (iii) Notwithstanding the foregoing, the Original Investors may request to sell their Registrable Securities in an Underwritten Takedown yielding less than the Underwritten Shelf Takedown), (B) second, Minimum Amount to the extent that any additional securities can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion request comprises all of the managing Underwriter, be sold without a Negative Impact, to remaining Registrable Securities held by the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreementOriginal Investors.

Underwritten Takedown. (i) At If Holders intend to distribute the Registrable Securities covered by the Initial Form S-1 Shelf or any time and from time to time after the Resale other Shelf Registration Statement has been declared effective by means an underwriting (a “Holder Underwritten Offering”), they shall so advise the Commission, Company as a Registration Rights Party may request (such requesting Person, the “Demanding Holder”) to sell all or any portion part of their Registrable Securities in an Underwritten Offering that is registered request made pursuant to Section 2.1(c). The Company will (x) include such information within the Resale Takedown Notice which shall be delivered to all other Holders, and any other holders of Common Stock who executed a registration rights agreement with the Company which provides for piggyback rights (and any of their permitted transferees, as defined in such registration rights agreement) and (y) selling Holder’s request) supplement the prospectus included in the Shelf Registration Statement all or such portion of such selling Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included in such Holder Underwritten Offering by any other Holders who notify the Company in writing within five (each, an “Underwritten Shelf Takedown”)5) days after receipt of such Takedown Notice from the Company; provided except that the Company shall only Registrable Securities requested to be obligated offered pursuant to effect such Holder Underwritten Offering must have an Underwritten Shelf Takedown if such offering shall include securities with a total offering anticipated aggregate price to the public (before deduction of any underwriting discounts and commissions) reasonably expected to exceed, in of not less than the aggregate, greater of (i) $25,000,000 or with respect to all of the then outstanding Registrable Securities of such NET Power Holder (the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one Underwritten Demand per year, subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding Holder. (ii) The Company shall, within three Business Days ten percent (10%) of the Company’s receipt then current market capitalization. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of an Underwritten Demand (one Business Day if the selling Holders. In such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”))event, notify, in writing, all other Registration Rights Parties the right of such demand, and each Registration Rights Party who thereafter wishes any Holder to include all or a portion of such Registration Rights PartyHolder’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after the receipt by the Registration Rights Parties of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder registration shall be entitled to have its conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject underwriting to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offeringextent provided herein. In connection with an Underwritten Shelf Takedown, the Company and all Requesting All Holders proposing to distribute their Registrable Securities securities through an Underwritten Offering under this such underwriting shall (together with the Company as provided in Section 2(b2.4(g)) shall enter into an a commercially reasonable underwriting agreement in customary form with the Underwriter(sunderwriter(s) selected for such Underwritten Offering by underwriting. Notwithstanding any other provision of this Section 2.3, if the Demanding managing underwriter(s) advise(s) the selling Holders initiating in writing that marketing factors require a limitation on the Underwritten Offeringnumber of shares to be underwritten, then the selling Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition number of the Registrable Securities in such Underwritten Shelf Takedown. (iv) If the managing Underwriter for an Underwritten Shelf Takedown advises the Demanding Holder that in its opinion the inclusion of all securities requested to may be included in the Underwritten Shelf Takedown underwriting shall be allocated among such Holders of Registrable Securities, including the selling Holders, in proportion (whether as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Demanding Holder, the Requesting Holders, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success of the offering (a “Negative Impact”), then all such securities Holders to be included in such Underwritten Shelf Takedown underwriting shall not be limited to reduced unless all other securities of the securities that Company are first entirely excluded from the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) firstunderwriting. To facilitate the allocation of shares in accordance with the above provisions, the Registrable Securities of Company or the Demanding Holder and the Requesting Holders (on a pro rata basis based on underwriters may round the number of shares of Registrable Securities properly requested by such Demanding allocated to any Holder and Requesting Holders to be included in the Underwritten Shelf Takedown), (B) second, to the extent that nearest one hundred (100) shares. The Company shall not be required to facilitate more than two (2) Holder Underwritten Offerings during the Term of this Agreement and in no event shall be required to facilitate mor than one (1) Underwritten Offering during any additional securities can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreementtwelve month period.

Underwritten Takedown. If the Company shall receive a request (a “Takedown Demand”) from the (i) At any time and from time to time after holders of Registrable Securities with an estimated market value of at least $5,000,000 or (ii) the holders of Registrable Securities registered under the Resale Shelf Registration Statement has been declared effective by that own in the Commission, aggregate at least 5% of the outstanding Class A Common Stock requesting a Registration Rights Party may request registration of at least $5,000,000 (such requesting Person, the either an “Demanding Initiating Holder”) to sell that the Company effect an Underwritten Takedown of all or any portion of their the requesting holder’s Registrable Securities covered under the Resale Shelf Registration Statement, then the Company shall give (x) in an Underwritten Offering connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is registered pursuant to a participant in the Resale Shelf Registration Statement (each, an “Underwritten Shelf TakedownParticipant”); provided that the Company shall only be obligated , (y) in connection with any Block Trade initiated, notice of such Underwritten Takedown to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction each holder of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all of the then outstanding Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Underwritten Takedown and (z) in connection with any marketed Underwritten Takedown, at least five (5) Business Days’ notice of such NET Power Holder Underwritten Takedown to each holder of Registrable Securities (other than the “Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed Underwritten Takedown initiated and (y) any marketed Underwritten Takedown, if any Shelf Takedown Conditions”). All requests for Underwritten Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities covered by the Resale Shelf Takedowns shall be made Registration Statement (by giving written notice to the Company, which shall specify notice must be received by the approximate number Company no later than (A) in the case of a non-marketed Underwritten Takedown (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed Underwritten Takedown, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one sell their Registrable Securities in such offering. Thereupon the Company shall use its commercially reasonable efforts to effect, as expeditiously as possible, the offering in such Underwritten Demand per year, Takedown of: (i) subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubtrestrictions set forth in Section 2.2.4, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the all Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding for which the Initiating Holder without the prior written consent of the Demanding Holder.has requested such offering under Section 2.1.6, and (ii) The Company shall, within three Business Days of subject to the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, restrictions set forth in writingSection 2.2.4, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify that any holders of Registrable Securities covered under the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after Resale Registration Shelf Statement have requested the receipt Company to offer by the Registration Rights Parties of the notice from the Company. Upon receipt request received by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demandrequisite time period, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject all to the consent of extent necessary to permit the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement disposition (in customary form accordance with the Underwriter(sintended methods thereof as aforesaid) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedownso to be offered. (iva) If Promptly after the managing Underwriter for an Underwritten Shelf Takedown advises expiration of the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holdersrelevant time period, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success will promptly notify all selling holders of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities identities of the Demanding Holder other selling holders and the Requesting Holders (on a pro rata basis based on the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in therein. (b) the Company shall only be required to effectuate, within any twelve (12) month period, one Underwritten Shelf Takedown)Takedown by each of (A) the DYNS Investors, collectively, and (B) secondSenti Investors, to the extent that any additional securities can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreementcollectively.

Underwritten Takedown. If the Company shall receive a request (a “Takedown Demand”) from the (i) At any time and from time to time after holders of Registrable Securities with an estimated market value of at least $5,000,000 or (ii) the holders of Registrable Securities registered under the Resale Shelf Registration Statement has been declared effective by that own in the Commission, aggregate at least five percent (5%) of the outstanding Class A Common Stock requesting a Registration Rights Party may request registration of at least $5,000,000 (such requesting Person, the either an “Demanding Initiating Holder”) to sell that the Company effect an Underwritten Takedown of all or any portion of their the requesting holder’s Registrable Securities covered under the Resale Shelf Registration Statement, then the Company shall give (x) in an Underwritten Offering connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is registered pursuant to a participant in the Resale Shelf Registration Statement (each, an “Underwritten Shelf TakedownParticipant”); provided that the Company shall only be obligated , (y) in connection with any Block Trade initiated, notice of such Underwritten Takedown to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction each holder of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all of the then outstanding Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Underwritten Takedown and (z) in connection with any marketed Underwritten Takedown, at least five (5) Business Days’ notice of such NET Power Holder Underwritten Takedown to each holder of Registrable Securities (other than the “Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed Underwritten Takedown (including a Block Trade) and (y) any marketed Underwritten Takedown, if any Shelf Takedown Conditions”). All requests for Underwritten Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities covered by the Resale Shelf Takedowns shall be made Registration Statement (by giving written notice to the Company, which shall specify notice must be received by the approximate number Company no later than (A) in the case of a non-marketed Underwritten Takedown (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m Eastern time on the date notice is given to such participant and (C) in the case of a marketed Underwritten Takedown, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one sell their Registrable Securities in such offering. Thereupon the Company shall use its commercially reasonable efforts to effect, as expeditiously as possible, the offering in such Underwritten Demand per year, Takedown of: (i) subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubtrestrictions set forth in Section 2.2.4, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the all Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding for which the Initiating Holder without the prior written consent of the Demanding Holder.has requested such offering under Section 2.1.6, and (ii) The Company shall, within three Business Days of subject to the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, restrictions set forth in writingSection 2.2.4, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify that any holders of Registrable Securities covered under the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after Resale Registration Shelf Statement have requested the receipt Company to offer by the Registration Rights Parties of the notice from the Company. Upon receipt request received by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demandrequisite time period, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject all to the consent of extent necessary to permit the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement disposition (in customary form accordance with the Underwriter(sintended methods thereof as aforesaid) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedownso to be offered. (iva) If Promptly after the managing Underwriter for an Underwritten Shelf Takedown advises expiration of the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holdersrelevant time period, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success will promptly notify all selling holders of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities identities of the Demanding Holder other selling holders and the Requesting Holders (on a pro rata basis based on the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in therein. (b) the Company shall only be required to effectuate, within any twelve (12) month period, no more than one Underwritten Shelf Takedown)Takedown pursuant to a Takedown Demand by each of (A) the SPAC Investors, collectively, and (B) secondIntrinsic Investors, to collectively; provided that nothing in this Section 2.1.6(b) shall limit the extent that number of Underwritten Takedowns in which any additional securities can, in the opinion of such managing Underwriter, Investor may be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreementParticipant.

Underwritten Takedown. (i) At If, at any time and from time to time after the Resale Shelf Registration Statement has been declared effective by the Commission, a Registration Rights Party may request (such requesting Personexpiration of any lock-up to which an Investor is subject, the “Demanding Holder”) to sell Company shall receive a request from the holders of Registrable Securities with an estimated market value of at least $25,000,000 for an Underwritten Takedown of all or any portion of their the requesting holder’s Registrable Securities in an Underwritten Offering that is registered pursuant to the Resale Shelf Registration Statement (eachSecurities, an “Underwritten Shelf Takedown”); provided that then the Company shall only be obligated promptly give notice of such requested Underwritten Takedown at least ten Business Days prior to effect an the anticipated filing date of the prospectus or supplement relating to such Underwritten Shelf Takedown if to the other Investors and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of (i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the requesting holder has requested such offering shall include securities with a total offering price under this Section 2.1.5, and (before deduction of underwriting discounts and commissionsii) reasonably expected subject to exceedthe restrictions set forth in Section 2.2.4, in the aggregate, $25,000,000 or with respect to all of the then outstanding other Registrable Securities of such NET Power Holder (the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number that any holders of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, have requested the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) offer by request received by the Company within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one Underwritten Demand per year, subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding Holder. (ii) The Company shall, within three seven Business Days of after such holders receive the Company’s receipt notice of an the Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writingTakedown, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after the receipt by the Registration Rights Parties of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject to the consent of extent necessary to permit the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement disposition (in customary form accordance with the Underwriter(sintended methods thereof as aforesaid) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedownso to be offered. (iva) Promptly after the expiration of the seven Business Day-period referred to in Section 2.1.5, the Company will notify all selling holders of the identities of the other selling holders and the number of shares of Registrable Securities requested to be included therein. (b) The Company shall be required to effectuate: (i) only one Underwritten Takedown by each of (A) the Sponsor Parties and (B) the Target Parties within any three-month period; (ii) no more than one Underwritten Takedown in respect of all Registrable Securities held by the Sponsor Parties after giving effect to Section 2.2.1(c); and (iii) an unlimited number of Underwritten Takedowns in respect of all Registrable Securities held by the Target Parties. (c) If the managing Underwriter for underwriter in an Underwritten Shelf Takedown advises the Demanding Holder that Company and the requesting holder that, in its opinion view, the inclusion number of all securities shares of Registrable Securities requested to be included in such underwritten offering exceeds the Underwritten Shelf Takedown (whether by largest number of shares that can be sold without having an adverse effect on such offering, including the Demanding Holderprice at which such shares can be sold, the Requesting Holders, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success of the offering (a “Negative Impact”), then all such securities to be shares included in such Underwritten Shelf Takedown shall will be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, reduced by the Registrable Securities of held by the Demanding Holder and the Requesting Holders selling holders (applied on a pro rata basis based on the total number of shares of Registrable Securities properly requested held by such Demanding Holder and Requesting Holders Investors, subject to a determination by the Commission that certain Investors must be included in reduced first based on the Underwritten Shelf Takedownnumber of Registrable Securities held by such Investors), (B) second, to the extent that any additional securities can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreement, (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreement.

Underwritten Takedown. (i) At any time If an effective Shelf is on file with the Commission and the Company shall receive a request from time to time after the Resale Holders of Registrable Securities included in such Shelf Registration Statement has been declared effective by with an estimated market value of at least $10,000,000 that the Commission, a Registration Rights Party may request (such requesting Person, the “Demanding Holder”) to sell Company effect an Underwritten Takedown of all or any portion of their the requesting Holders’ Registrable Securities in an Underwritten Offering that is registered pursuant to the Resale Shelf Registration Statement (eachSecurities, an “Underwritten Shelf Takedown”); provided that then the Company shall only be obligated promptly give notice of such requested Underwritten Takedown at least three (3) Business Days prior to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all anticipated filing date of the then outstanding Registrable Securities of prospectus or supplement relating to such NET Power Holder (the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number other Holders of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one Underwritten Demand per year, subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding Holder. (ii) The Company shall, within three Business Days of the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writing, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade or a Bought Deal) after the receipt by the Registration Rights Parties of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in such Shelf and thereupon shall use commercially reasonable efforts to effect, as expeditiously as practicable, the offering in such Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii).Takedown of: (iiia) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject to the consent restrictions set forth in Section 2.3, all Registrable Securities included in such Shelf for which the requesting Holder(s) has requested such offering under this subsection 2.1.5, and (b) subject to the restrictions set forth in Section 2.3, all other Registrable Securities included in such Shelf that any Holders have requested the Company to offer by request received by the Company within one (1) Business Day after such Holders receive the Company’s notice of the CompanyUnderwritten Takedown Notice, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree all to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, extent necessary to permit the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement disposition (in customary form accordance with the Underwriter(sintended methods thereof as aforesaid) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedownso to be offered. (ivc) If Promptly after the managing Underwriter for an Underwritten expiration of the one (1) Business Day-period referred to in subsection 2.1.5(b), the Company will notify all selling Holders of Registrable Securities included in such Shelf Takedown advises of the Demanding Holder that in its opinion identities of the inclusion of all securities requested to be included other selling Holders in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holders, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities of the Demanding Holder and the Requesting Holders (on a pro rata basis based on the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in the therein. (d) The Company shall only be required to effectuate one Underwritten Shelf Takedown), (B) second, to the extent that any additional securities can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement in accordance with the terms of such agreement, this Agreement within any six-month period and not more than five (C5) third, to the extent that any additional securities can, times in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement, with the Company that provides for registration rights in accordance with the terms of such agreementaggregate.

Underwritten Takedown. (i) At any time and from time to time after the Resale Shelf Registration Statement has been declared effective by the Commission, a Registration Rights Party may request (such requesting Person, the “Demanding Holder”) to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 20,000,000 or with respect to all of the then outstanding Registrable Securities of such NET Power Holder Registration Rights Party (the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY HolderEQVR, Constellation Holder Sponsor, and 8 Rivers Holder NH Presidio Investments LLC shall be entitled to one no more than two Underwritten Demand per yearDemands in any 12-month period, subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubt, Underwritten Shelf Takedowns shall not include underwritten block trades. No securities other than the Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding HolderBlock Trades. (ii) The Company shall, within three Business Days of the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade Block Trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writing, all other Registration Rights Parties of such demand, and each Registration Rights Party such Person who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritten Offering (a “Requesting Holder”) shall so notify the Company, in writing, within three Business Days (one Business Day if such offering is a block trade Block Trade or a Bought Deal) after the receipt by the Registration Rights Parties of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand, subject to compliance with Section 2(b)(iii). For the avoidance of doubt, no Registration Rights Party is entitled to any notice of any Block Trade or rights to participate in such Block Trade without the written consent of the Block Trade Requesting Holder as provided in Section 2(a)(vii). (iii) The Demanding Holder shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally or regionally recognized investment banks and which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed) and to agree to the pricing and other terms of such offering. In connection with an Underwritten Shelf Takedown, the Company and all Requesting Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(b) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering, and the Company shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Shelf Takedown. (iv) If the managing Underwriter for an Underwritten Shelf Takedown advises the Demanding Holder that in its opinion the inclusion of all securities requested to be included in the Underwritten Shelf Takedown (whether by the Demanding Holder, the Requesting Holders, the Company or any other Person) may materially and adversely affect the price, timing, distribution or success of the offering (a “Negative Impact”), then all such securities to be included in such Underwritten Shelf Takedown shall be limited to the securities that the managing Underwriter believes can be sold without a Negative Impact and shall be allocated as follows: (A) first, the Registrable Securities of the Demanding Holder and the Requesting Holders (on a pro rata basis based on the number of shares of Registrable Securities properly requested by such Demanding Holder and Requesting Holders to be included in the Underwritten Shelf Takedown), (B) second, to the extent that any additional securities can, in the opinion of such managing Underwriter, be sold without a Negative Impact, to the parties to the Existing Registration Rights Agreement Holders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to such agreement the Existing Registration Rights Agreement in accordance with the terms of such agreementagreement (on a pro rata basis based on the number of Existing Registrable Securities properly requested by such Persons to be included in the Underwritten Shelf Offering), (C) third, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and Registration Rights Parties who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to this Agreement in accordance with the terms of this Agreement (on a pro rata basis based on the number of Registrable Securities properly requested by such Persons to be included in the Underwritten Shelf Offering), (D) fourth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company and (E) fifth, to the extent that any additional securities can, in the opinion of the managing Underwriter, be sold without a Negative Impact, to the Company’s other securityholders who properly requested to include their securities in such Underwritten Shelf Takedown pursuant to an agreement, other than this Agreement and other than the Existing Registration Rights Agreement, with the Company that provides for registration rights in accordance with the terms of such agreement.