Rice Acquisition Corp. II announced that it has entered into purchase agreement with new investor Tillandsia, Inc. to issue 5,000,000 shares of Class A Common Stock for a purchase price $10 per share for the gross proceeds of $50,000,000 on May 18, 2023. The shares of Class A Common Stock to be issued and sold to SK pursuant to the SK PIPE Subscription Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The SK PIPE Subscription Agreement is substantially similar to the Existing Subscription Agreements, except that for the period (such period, as may be extended pursuant to the terms of the SK PIPE Subscription Agreement, the Joint Venture Exclusive Negotiation Period beginning on May 18, 2023 and ending on the earlier to occur of October 31, 2023 and the execution by RONI (or a subsidiary of RONI) and SK of definitive agreements addressing the formation, funding and governance of a joint venture to pursue the development of utility-scale power plants licensing NET Power's power generation system in select territories in Asia for an initial term of 12 years (the “Joint Venture”), RONI and SK agree to work together, negotiate in good faith and use commercially reasonable efforts to enter into the Joint Venture Transaction Agreements and to not, directly or indirectly,solicit, initiate or encourage the submission of any proposal or indication of interest relating to, participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, or (3) authorize, engage in or enter into any agreement or understanding with respect to, the formation of the Joint Venture and (ii) during the period that ends on the one-year anniversary of the date on which SK acquires the shares of Class A Common Stock pursuant to the SK PIPE Subscription Agreement, SK agrees that it will not transfer to any person who is not an affiliate of SK 2,500,000 of the shares to be acquired pursuant to the SK PIPE Subscription Agreement; provided, however, that if the Joint Venture Transaction Agreements are not executed before the expiration of the Joint Venture Exclusive Negotiation Period, such 2,500,000 shares will be released from such restriction on transfer.

On the same date, RONI and SK also entered into a non-binding term sheet summarizing the principal terms of a proposed investment by SK in the Joint Venture. RONI and SK currently contemplate that each of them will make an initial capital contribution of $5,000,000 in exchange for equal 50% positions in the common equity of the Joint Venture.