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
FORM OF STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 14th, 2022 • Rice Acquisition Corp. II • Blank checks • 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 [●] 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 [●] 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.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • December 14th, 2022 • Rice Acquisition Corp. II • Blank checks
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 as of the date hereof (as may be 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 comp
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).
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.”
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”).
