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. XX Xxxxxx 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. (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. XX Xxxxxx 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 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. XX Xxxxxx 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. 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. XX Xxxxxx 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. XX Xxxxxx 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. The Company shall only be required to effectuate one Underwritten Takedown within any six-month period, which offering may be requested by either (i) At holders of a majority in interest of the Founder Registrable Securities, (ii) holders of a majority in interest of the PAR Registrable Securities or (iii) Holders then holding at least 10,000,000 shares of Registrable Securities (subject to appropriate adjustment in the event of any time and stock splits, stock dividends, reclassifications or the like); provided that the estimated market value of the Registrable Securities to be so registered is at least $10,000,000 in the aggregate. In connection with any such Underwritten Takedown: (i) If the Company shall receive a request from time Holders then holding at least 10,000,000 shares of Registrable Securities (subject to time after appropriate adjustment in the Resale Shelf Registration Statement has been declared effective by event of any stock splits, stock dividends, reclassifications or the Commission, a Registration Rights Party may request like) (such the requesting Person, Holder(s) shall be referred to 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 in an Underwritten Offering that is registered pursuant to Securities, and specifying the Resale Shelf Registration Statement (eachintended method of disposition thereof, an “Underwritten Shelf Takedown”); provided that then the Company shall only promptly give notice of such requested Underwritten Takedown (each such request shall be obligated referred to effect an Underwritten Shelf Takedown if such offering shall include securities with herein as a total offering price (before deduction of underwriting discounts and commissions“Demand Takedown”) reasonably expected at least 10 Business Days prior 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 Demand Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Companyother Holders and thereupon shall use its reasonable best 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: (A) 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. XX Xxxxxx shall not be entitled restrictions set forth in Section 1.2(e)(iii), all Registrable Securities for which the Requesting Holder has requested such offering under Section 1.2(e)(i), and (B) subject to make the restrictions set forth in Section 1.2(e)(iii), all other Registrable Securities that any Underwritten Demand. For Holders (all such Holders, together with the avoidance Requesting Holder, the “Selling Holders”) have requested the Company to offer by request received by the Company within seven Business Days after such Holders receive the Company’s notice of doubtthe Demand Takedown, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities of a Registration Rights Party may so to be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding Holderoffered. (ii) The Company shall, within three Business Days Promptly after the expiration of the Company’s receipt of an Underwritten Demand (one seven-Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”Day-period referred to in Section 1.2(e)(i)(B)), 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 will notify all Requesting Selling 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 identities 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 other Selling Holders 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 to be included therein. (iii) If the managing underwriter in an Underwritten Takedown advises the Company and the Requesting Holder and Requesting Holders that, in its view, the number of shares of Registrable Securities requested to be included in such underwritten offering exceeds the Underwritten Shelf Takedownlargest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), (B) secondthe Company shall include in such underwritten offering, up to the extent Maximum Offering Size, Registrable Securities requested to be included in such Underwritten Takedown by all Selling Holders and allocated pro rata among such Selling Holders on the basis of the relative number of Registrable Securities held by each such Selling Holder at such time (it being understood that for the purposes of calculating the relative number of Registrable Securities held by any additional securities canSelling Holder, in the opinion event such Selling Holder owns any security 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 may be converted, exercised or exchanged into Registrable Securities, the terms relative number of Registrable Securities held by such agreementSelling Holder shall be determined as if such Selling Holder exercised such equity security on a cashless exercise basis).

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. XX Xxxxxx 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. (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. XX Xxxxxx 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 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. XX Xxxxxx 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 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. XX Xxxxxx 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 any time and If TopCo shall receive a request from time to time after the Resale Shelf Registration Statement has been declared effective by the Commission, holders of Registrable Securities with an estimated market value of at least $25,000,000 that TopCo effect a Registration Rights Party may request (such requesting Person, the “Demanding Holder”) to sell Underwritten Takedown of all or any portion of their the requesting holder’s Registrable Securities in an Securities, then TopCo shall promptly give notice of such requested Underwritten Offering that is registered pursuant Takedown at least seven (7) Business Days prior 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 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 its reasonable best 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. XX Xxxxxx 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.requesting 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 that any holders of Registrable Securities have requested TopCo to offer by request received by TopCo within two (a “Requesting Holder”2) shall so notify the Company, in writing, within three Business Days (one Business Day if after such offering is a block trade or a Bought Deal) after the receipt by the Registration Rights Parties holders receive TopCo’s notice of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting HolderUnderwritten Takedown Notice, 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 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 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 expiration of the offering (a “Negative Impact”two-Business Day-period referred to in Section 2.1.6(ii), then TopCo will notify 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 selling holders of the Demanding Holder identities of the 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) TopCo shall only be required to effectuate: (i) one Underwritten Takedown by each of (A) the Underwritten Shelf Takedown)ARYA Investors, collectively, and (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 Investors, collectively within any six-month period; (ii) no more than three Underwritten Takedowns in respect of all Registrable Securities held by ARYA Investors after giving effect to Section 2.2.1(c); and (Diii) fourth, no more than [three] Underwritten Takedowns in respect of all Registrable Securities held by Company Investors after giving effect 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 agreementSection 2.2.1(d).

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. XX Xxxxxx 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. 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. XX Xxxxxx 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. 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. XX Xxxxxx 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.