Daniel J. Rice IV - 08 Jun 2023 Form 4 Insider Report for NET Power Inc. (NPWR)

Footnote F1

Pursuant to that certain Business Combination Agreement, dated December 13, 2022, and subsequently amended on April 23, 2023, by and among Rice Acquisition Corp. II ("RONI"), Rice Acquisition Holdings II LLC ("RONI Opco"), NET Power, LLC and the other parties thereto, the parties effected a business combination transaction (the "Business Combination") on June 8, 2023. In connection with the Business Combination, on June 8, 2023, RONI domesticated as a Delaware corporation (the "RONI Domestication") and changed its name to "NET Power Inc." ("NET Power") and RONI Opco domesticated as a Delaware limited liability company (together with the RONI Domestication, the "Domestication") and changed its name to "NET Power Operations LLC" ("Opco").

Footnote F2

As a result of the Domestication on June 8, 2023, (a) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of RONI ("Class A Ordinary Share") automatically converted on a one-for-one basis into a share of Class A common stock, par value $0.0001 per share, of NET Power ("Class A Common Stock"), (b) each issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RONI ("Class B Ordinary Share") automatically converted on a one-for-one basis into a share of Class B common stock, par value $0.0001 per share, of NET Power ("Class B Common Stock"), (c) each issued and outstanding warrant of RONI (which were exercisable for a Class A Ordinary Share) automatically converted into a warrant to purchase one share of Class A Common Stock, and (d) each issued and outstanding Class A Unit and Class B Unit of RONI Opco automatically converted on a one-for-one basis into a Class A or Class B Unit of Opco, respectively.

Footnote F3

The reporting person is a managing member of Rice Acquisition Sponsor II LLC (the "Sponsor"). As such, the reporting person may be deemed to have beneficial ownership of the securities held of record by the Sponsor. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Footnote F4

Immediately upon the consummation of the Business Combination, pursuant to the Sponsor Letter Agreement, dated as of December 13, 2022, by and among RONI, the Sponsor, RONI Opco, NET Power, LLC and the other parties thereto, 1,000,000 shares of Class B Common Stock and 1,000,000 Class B Units of Opco held by the Sponsor were forfeited to NET Power and Opco, respectively, for no consideration and automatically canceled.

Footnote F5

For each Class A Unit of RONI Opco, the Sponsor owned a corresponding Class B Ordinary Share. The Class A Units of RONI Opco (together with the corresponding Class B Ordinary Shares) were exchangeable into Class A Ordinary Shares or cash, at RONI's election, after the time of RONI's initial business combination on a one-for-one basis and had no expiration date.

Footnote F6

For each Class A Unit of Opco, the Sponsor owns a corresponding share of Class B Common Stock. The Class A Units of Opco (together with the corresponding share of Class B Common Stock) are exchangeable into shares of Class A Common Stock or cash, at NET Power's election, on a one-for-one basis and have no expiration date.

Footnote F7

For each Class B Unit of RONI Opco, the Sponsor owned a corresponding Class B Ordinary Share. The Class B Units of RONI Opco were convertible into Class A Units of RONI Opco pursuant to the terms of the limited liability agreement of RONI Opco. The Class A Units of RONI Opco (together with the corresponding Class B Ordinary Shares) were exchangeable into Class A Ordinary Shares or cash, at RONI's election, after the time of RONI's initial business combination on a one-for-one basis and had no expiration date.

Footnote F8

For each Class B Unit of Opco, the Sponsor owns a corresponding share of Class B Common Stock. The Class B Units of Opco are convertible into Class A Units of Opco pursuant to the terms of the limited liability agreement of Opco. The Class A Units of Opco (together with the corresponding shares of Class B Common Stock) are exchangeable into shares of Class A Common Stock or cash, at NET Power's election, on a one-for-one basis and have no expiration date.