INDEMNITY AGREEMENTIndemnification Agreement • June 3rd, 2021 • Rice Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Rice Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
Rice Acquisition Corp. II Carnegie, Pennsylvania 15106Securities Subscription Agreement • March 10th, 2021 • Rice Acquisition Corp. II • New York
This agreement (this “Agreement”) is entered into on February 8, 2021 by and between Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Rice Acquisition Corp. II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,500 Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”), and 7,187,600 Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Shares”), with up to 937,500 of the 7,187,600 Class B Ordinary Shares subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks • New York
Rice Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to sell 30,000,000 units (the “Firm Units”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company and one-fourth of one redeemable warrant (the “Public Warrants”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase from the Company up to 4,500,000 units on the terms set forth in Section 2 of this Agreement (the “Additional Units”). The Firm Units and the Additional Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Company by the Underwriters.
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF [RICE ACQUISITION HOLDINGS II LLC]1 DATED AS OF [●], 2023Limited Liability Company Agreement • December 14th, 2022 • Rice Acquisition Corp. II • Blank checks • Delaware
This Second Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [●], 2023, by and among [Rice Acquisition Holdings II LLC], a Delaware limited liability company (the “Company”), [Rice Acquisition Corp. II], a Delaware corporation (“PubCo”), Rice Acquisition Sponsor II LLC, a Delaware limited liability company (“Rice Sponsor”), OLCV Net Power, LLC, a Delaware limited liability company, Baker Hughes Energy Services LLC, a Delaware limited liability company, NPEH, LLC, a Delaware limited liability company controlled by 8 Rivers Capital, LLC, and Constellation Energy Generation LLC, a Pennsylvania limited liability company (collectively, the “NET Power Holders”), and each other Person who is admitted as a Member in accordance with the terms of this Agreement and the Act or who acquires a Company Warrant (as defined herein). Capitalized terms used herein and not otherwise defined have the r
WARRANT AGREEMENT by and among RICE ACQUISITION CORP. II, RICE ACQUISITION HOLDINGS II LLC and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of June 15, 2021Warrant Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks • New York
Rice Acquisition Holdings II LLC Carnegie, Pennsylvania 15106Securities Subscription Agreement • June 9th, 2021 • Rice Acquisition Corp. II • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 26, 2021 by and between Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B Units (the “Units”) of the Company. The Company and the Subscriber’s agreements regarding such Units are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks • New York
Service Provider AgreementService Provider Agreement • February 2nd, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus • North Carolina
This Service Provider Agreement (the “Agreement”) is made and entered into as of the Effective Date, by and between the identified Service Provider and NET Power, LLC, a Delaware limited liability company (the “Company”). Service Provider and the Company may be referred to individual as a “party” or collectively as the “parties.”
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • April 24th, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of [●], 2023, by and among (a) the Stockholders listed on Schedule I hereto under “Initial NET Power Holders” (together with their respective Permitted Transferees (as defined below), the “NET Power Holders”); (b) Rice Acquisition Holdings II LLC, to be renamed as NET Power Operations LLC on the date hereof (“OpCo”); (c) Rice Acquisition Sponsor II LLC (“RONI Sponsor” and together with the NET Power Holders, the “Stockholder Parties”); and (d) Rice Acquisition Corp. II, to be renamed as NET Power Inc. on the date hereof (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”).
FORM OF TAX RECEIVABLE AGREEMENT by and among [RICE ACQUISITION CORP. II], [RICE ACQUISITION HOLDINGS II LLC], [CERTAIN COMPANY UNITHOLDERS]1 and THE AGENT DATED AS OFTax Receivable Agreement • December 14th, 2022 • Rice Acquisition Corp. II • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2023, is hereby entered into by and among [Rice Acquisition Corp. II], a Delaware corporation (the “Corporation”), Rice Acquisition Holdings II LLC, a Delaware limited liability company (the “Company”), [certain Company Unitholders] and the Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2021, is made and entered into by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 24th, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Rice Acquisition Corp. II, a Cayman Islands exempted company (“RONI”), which shall be domesticated as a Delaware corporation prior to the closing of the Transactions (as defined below), and the undersigned investor (the “Investor”), in connection with the Business Combination Agreement, dated December 13, 2022 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among RONI, Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company (“RONI Holdings”), Topo Buyer Co, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of RONI Holdings (the “Buyer”), Topo Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Buyer (“Merger Sub”), and NET Power, LLC, a Delaware limited liability company (the “C
PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENTPrivate Placement Warrants and Warrant Rights Purchase Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS AND WARRANT RIGHTS PURCHASE AGREEMENT, dated as of June 15, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company (“Opco” and, together with the Company, each a “SPAC Party,” and collectively the “SPAC Parties”) and Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser” and together with the SPAC Parties, the “Parties”).
NET Power, LLC Profits Interest Share Award AgreementProfits Interest Share Award Agreement • February 2nd, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus • Delaware
This Profits Interest Share Award Agreement (the “Agreement”), made effective as of the Sept. 30, 2021 (the “Effective Date”), between NET Power, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), and Ron DeGregorio, an individual (the “Participant”).
June 15, 2021 Rice Acquisition Corp. II Carnegie, Pennsylvania 15106 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one of the Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment. The Units shall be
FIRST AMENDMENT TO THE SUPPORT AGREEMENTSupport Agreement • April 24th, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus • Delaware
This First Amendment to the Support Agreement (this “Amendment”), dated as of April 23, 2023 (the “Effective Date”), is by and among Rice Acquisition Corp. II, a Cayman Islands exempted company, Rice Acquisition Sponsor II LLC, a Delaware limited liability company, NET Power, LLC, a Delaware limited liability company, and the other Persons whose names appear on the signature pages hereto (collectively, the “Parties” and each, a “Party”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 14th, 2022 • Rice Acquisition Corp. II • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of December 13, 2022, is made by and among Rice Acquisition Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Rice Acquisition Corp. II (“RONI” and, following the Closing, the “Public Company”), Rice Acquisition Holdings II, LLC (“RONI Holdings”), NET Power, LLC, a Delaware limited liability company (the “Company”), and, certain individuals, each of whom is a member of RONI’s board of directors and/or management (the “Insiders” and collectively, with the Sponsor, the “Sponsor Parties”). Sponsor, RONI, RONI Holdings, the Company and the Insiders shall be referred to herein from time to time, collectively, as the “Parties” and each, individually, as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
NET Power Inc. Letterhead]Participation Agreement • August 25th, 2023 • NET Power Inc. • Electrical industrial apparatus
We are pleased to inform you that you have been designated as eligible to participate in the NET Power Inc. Executive Severance Plan (as it may be amended from time to time, the “Plan”). Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes.
NET Power, LLC Amendments to Service Provider Agreement and to the Consolidated Profits Interest Share Award Agreement of Brian AllenService Provider Agreement • February 2nd, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus
This Amendment to (1) the Service Provider Agreement, and (2) to the Profits Interest Share Award Agreement of Brian Allen (the “Amendment”), made effective as of the date of completion of signing, below (the “Effective Date”), between NET Power, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), and Brian Allen, an individual (the “Participant”).
NET Power, LLC Amendments to Service Provider Agreement and to the Profits Interest Share Award Agreement of Ron DeGregorioService Provider Agreement and Profits Interest Share Award Agreement • February 2nd, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus
This Amendment to (1) the Service Provider Agreement, and (2) to the Profits Interest Share Award Agreement of Ron DeGregorio (the “Amendment”), made effective as of the date of completion of signing, below (the “Effective Date”), between NET Power, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), and Ron DeGregorio, an individual (the “Participant”).
FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 24th, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus • Delaware
This First Amendment to the Business Combination Agreement (this “Amendment”), dated as of April 23, 2023 (the “Effective Date”), is by and among (i) Topo Buyer Co, LLC, a Delaware limited liability company, and (ii) NET Power, LLC, a Delaware limited liability company (collectively, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined in this Amendment shall have respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
RICE ACQUISITION CORP. II RICE ACQUISITION HOLDINGS II LLC 102 East Main Street, Second Story Carnegie, PA 15106Administrative Services Agreement • June 3rd, 2021 • Rice Acquisition Corp. II • Blank checks • New York
RICE ACQUISITION CORP. II RICE ACQUISITION HOLDINGS II LLC 102 East Main Street, Second Story Carnegie, PA 15106 June 15, 2021Administrative Services Agreement • June 21st, 2021 • Rice Acquisition Corp. II • Blank checks • New York
AMENDED AND RESTATED JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • February 2nd, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus • Delaware
This AMENDED AND RESTATED JOINT DEVELOPMENT AGREEMENT (this “Agreement”) is made as of December 13, 2022 (the “A&R Effective Date”) by and among (i) NET Power, LLC, a Delaware limited liability company (“Company”), (ii) Nuovo Pignone International, S.r.l., an Italian limited liability company (“BH”, and together with Company, the “Parties” and each, a “Party”), (iii) solely for purposes of Sections 7, 9, 15 and 16, Nuovo Pignone Tecnologie S.r.l., an Italian limited liability company (“NPT”), (iv) solely for purposes of Sections 4.2(b), 4.4, 4.5, 9, 10, 15 and 16, Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company (“OpCo”) and (v) solely for purposes of Sections 4.2(b), 4.4, 4.5, 9, 10, 15 and 16, Rice Acquisition Corp. II, a Cayman Islands exempted company (the “Parent”).
Business Combination AGREEMENT by and among RICE ACQUISITION CORP. II, RICE ACQUISITION HOLDINGS II LLC, TOPO Buyer Co, LLC, TOPO Merger Sub, LLC and NET POWER, LLC, Dated as of DECEMBER 13, 2022Business Combination Agreement • December 14th, 2022 • Rice Acquisition Corp. II • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of December 13, 2022 (the “Execution Date”) by and among (a) Rice Acquisition Corp. II, a Cayman Islands exempted company (“RONI”), (b) Rice Acquisition Holdings II LLC, a Cayman Islands limited liability company (“RONI Holdings”), (c) Topo Buyer Co, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of RONI Holdings (the “Buyer”), (d) Topo Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Buyer (“Merger Sub” and, together with RONI, RONI Holdings and the Buyer, collectively, the “Buyer Parties”), and (e) NET Power, LLC, a Delaware limited liability company (the “Company”). Each of RONI, RONI Holdings, the Buyer, Merger Sub and the Company, is also referred to herein as a “Party” and, collectively, as the “Parties.”
NET Power, LLC Amendments to Service Provider Agreement and to the Consolidated Profits Interest Share Award Agreement of Akash PatelService Provider Agreement • February 2nd, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus
This Amendment to (1) the Service Provider Agreement, and (2) to the Consolidated Profits Interest Share Award Agreement of Akash Patel (the “Amendment”), made effective as of the date of completion of signing, below (the “Effective Date”), between NET Power, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), and Akash Patel, an individual (the “Participant”).
AMENDED AND RESTATED LICENSE AGREEMENT by and between NET POWER, LLC and 8 RIVERS CAPITAL, LLC AUGUST 7, 2014License Agreement • February 2nd, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “License”), executed and made effective as of August 7, 2014 (the “Effective Date”), by and between 8 Rivers Capital, LLC, a Delaware limited liability company (“8 Rivers”), and NET Power, LLC, a Delaware limited liability company (“NP”). Each of 8 Rivers and NP are a “Party” and collectively, the “Parties”.
December 2, 2022 Mr. Ron DeGregorioProfits Interest Share Award Agreement • February 2nd, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus
NET Power, LLC Second Amendment to Service Provider Agreement and to the Profits Interest Share Award Agreement of Ron DeGregorioService Provider Agreement • February 2nd, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus
This Second Amendment to (1) the Service Provider Agreement, and (2) to the Profits Interest Share Award Agreement of Ron DeGregorio (the “Second Amendment”), made effective as of the date of completion of signing, below (the “Effective Date”), between NET Power, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), and Ron DeGregorio, an individual (the “Participant”).
NET Power, LLC Consolidated Profits Interest Share Award Agreement of Akash PatelConsolidated Profits Interest Share Award Agreement • February 2nd, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus • Delaware
This Consolidated Profits Interest Share Award Agreement (the “Agreement”), made effective as of the Sept. 30, 2021 (the “Effective Date”), between NET Power, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), and Akash Patel, an individual (the “Participant”).
SUPPORT AGREEMENTSupport Agreement • December 14th, 2022 • Rice Acquisition Corp. II • Blank checks • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of December 13, 2022, by and among Rice Acquisition Corp. II, a Cayman Islands exempted company (“RONI”), Rice Acquisition Sponsor II LLC, a Delaware limited liability company (“Sponsor”), NET Power, LLC, a Delaware limited liability company (the “Company”), and the other Persons whose names appear on the signature pages hereto (each such Person, a “Company Unitholder” and, collectively, the “Company Unitholders”).
License AgreementLicense Agreement • February 2nd, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus • Delaware
This License Agreement (including as it may be amended or modified in accordance with its terms, the “Agreement”), is entered as of February 3, 2022 (the “Effective Date”) by and between NET Power LLC, a Delaware limited liability corporation (“NET Power”), having an office at 406 Blackwell Street, 4th Floor, Durham, NC, and Nuovo Pignone Tecnologie S.r.l., an Italian company (“BH”), having an office at Via Felice Matteucci 2, Firenze, 50127 Florence, Italy, and being a wholly-owned subsidiary of Nuovo Pignone International, S.r.l (“NPI”). BH together with NET Power are referred to herein as the “Parties” and each as a “Party”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT CUSTOMARILY TREATS AS PRIVATE OR CONFIDENTIALGround Lease • April 24th, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus • Texas
THIS GROUND LEASE (this “Lease”) is made as of [April 14th], 2015 (the “Effective Date”), by and between Air Liquide Large Industries U.S. LP, a Delaware limited partnership having a place of business at 2700 Post Oak Blvd., Suite 325, Houston, TX. 77056 (“Landlord”), and NET Power, LLC, a Delaware limited liability company having its primary place of business at 406 Blackwell Street, Durham, NC 27701 (“Tenant”). Each of Landlord and Tenant is hereinafter referred to individually as a “Party” and collectively as “Parties”.
PRODUCT SUPPLY AND SALES AGREEMENTProduct Supply and Sales Agreement • April 24th, 2023 • Rice Acquisition Corp. II • Electrical industrial apparatus
This Agreement is effective as of July 1, 2015 (“Effective Date”), and is by and between Air Liquide Large Industries U.S. LP (“Seller”), and NET Power, LLC (“Buyer”). Seller hereby agrees to sell and Buyer hereby agrees to buy all of Buyer’s Product Requirements (as defined below), on the following terms and conditions:
