20,000,000 Units Nabors Energy Transition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
Nabors Energy Transition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise de
PUBLIC WARRANT AGREEMENT between NABORS ENERGY TRANSITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of November 16, 2021Warrant Agreement • November 22nd, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 16, 2021, is by and between Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 8th, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 8th, 2021 • Nabors Energy Transition Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021, by and between NABORS ENERGY TRANSITION CORP., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE WARRANT AGREEMENT between NABORS ENERGY TRANSITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of November 16, 2021Warrant Agreement • November 22nd, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT (this “Agreement”), dated as of November 16, 2021, is by and between Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), Nabors Energy Transition Sponsor 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”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • June 8th, 2021 • Nabors Energy Transition Corp. • Blank checks • Delaware
This Securities Subscription Agreement (this “Agreement”), effective as of March 26, 2021, is made and entered into by and between Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 16, 2021 by and between Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
November 16, 2021Underwriting Agreement • November 22nd, 2021 • Nabors Energy Transition Corp. • 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 Nabors Energy Transition Corp., a Delaware corporation (the “Company”), Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 27,600,000 of the Company’s units (including up to 3,600,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2023 • Nabors Energy Transition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into [ ], 2023, by and between Vast Solar Pty Ltd., an Australian proprietary company limited by shares (the “Issuer”) and the undersigned (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 22nd, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 16, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).
NABORS ENERGY TRANSITION CORP.Administrative Support Agreement • November 22nd, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
This letter agreement by and between Nabors Energy Transition Corp. (the “Company”) and Nabors Corporate Services, Inc. (“Affiliate”), an affiliate of Nabors Energy Transition Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (File No. 333-256876) and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BUSINESS COMBINATION AGREEMENT by and among NABORS ENERGY TRANSITION CORP., VAST SOLAR PTY LTD, NEPTUNE MERGER SUB, INC., NABORS ENERGY TRANSITION SPONSOR LLC (SOLELY WITH RESPECT TO SECTIONS 5.20, 7.10(a) and 7.16) and NABORS INDUSTRIES LTD. (SOLELY...Business Combination Agreement • February 14th, 2023 • Nabors Energy Transition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of February 14, 2023 (as may be further amended, restated or amended and restated from time to time, this “Agreement”), is made by and among Nabors Energy Transition Corp., a Delaware corporation (“SPAC”), Vast Solar Pty Ltd, an Australian proprietary company limited by shares (the “Company”), NEPTUNE MERGER SUB, INC., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (solely with respect to Sections 5.20, 7.10(a) and 7.16), and Nabors Industries Ltd. (“Nabors”) (solely with respect to Sections 7.8(d) and 7.18).
Dated __________________________ 2023 Noteholder Support and Loan Termination Agreement between Vast Solar Pty Ltd (Company) and AgCentral Energy Pty Limited (Existing Noteholder)Noteholder Support and Loan Termination Agreement • February 14th, 2023 • Nabors Energy Transition Corp. • Blank checks • New South Wales
This Deed witnesses that, for valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 27th, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 8th, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).
BACKSTOP AGREEMENTBackstop Agreement • October 24th, 2023 • Nabors Energy Transition Corp. • Blank checks • Delaware
This BACKSTOP AGREEMENT (this “Agreement”) is made as of this 19th day of October, 2023 by and between Vast Solar Pty Ltd, an Australian proprietary company limited by shares (“Vast” or “Issuer”) and Nabors Lux 2 S.a.r.l., a société à responsabilité limitée registered in Luxembourg (“Nabors”). Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Acquisition Agreement (as defined below).
AMENDMENT NO. 1 TO SUPPORT AGREEMENTSupport Agreement • October 24th, 2023 • Nabors Energy Transition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”) to the Support Agreement, dated as of February 14, 2023 (the “Support Agreement”), by and among Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Nabors Energy Transition Corp., a Delaware corporation (“SPAC”), Vast Solar Pty Ltd, an Australian proprietary company limited by shares (the “Company”), Nabors Lux 2 S.A.R.L. and each of the undersigned individuals thereto, each of whom is a member of the board of directors of SPAC, is dated as of October 19, 2023 (the “Effective Date”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Support Agreement.
Convertible Note Subscription AgreementConvertible Note Subscription Agreement • February 14th, 2023 • Nabors Energy Transition Corp. • Blank checks • New South Wales
NON-REDEMPTION AGREEMENTNon-Redeemtion Agreement • December 14th, 2023 • Nabors Energy Transition Corp. • Blank checks • Delaware
THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 13, 2023, is made by and among Nabors Energy Transition Corp., a Delaware corporation (“SPAC”), Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd) (“Vast”), and the undersigned investor (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • February 14th, 2023 • Nabors Energy Transition Corp. • Blank checks
This SUPPORT AGREEMENT (this “Agreement”) is dated as of February 14, 2023, by and among Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Nabors Energy Transition Corp., a Delaware corporation (“SPAC”), Vast Solar Pty Ltd, an Australian proprietary company limited by shares (the “Company”), Nabors Lux 2 S.A.R.L. (“Nabors Lux”) and each of the undersigned individuals, each of whom is a member of the board of directors of SPAC (each, a “Director” and, collectively, the “Directors”). The Sponsor, Nabors Lux and the Directors are collectively referred to herein as the “Insiders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 16, 2021, is made and entered into by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), Nabors Energy Transition Sponsor 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”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 12th, 2023 • Nabors Energy Transition Corp. • Blank checks
This Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of May 12, 2023 by and between Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”) and amends and restates in its entirety that certain Investment Management Trust Agreement, dated as of November 16, 2021, by and between the Company and the Trustee (the “Existing Agreement”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 27th, 2021 • Nabors Energy Transition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AMENDMENT AND WAIVER TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 24th, 2023 • Nabors Energy Transition Corp. • Blank checks • Delaware
This Amendment and Waiver (this “Amendment”) to the Business Combination Agreement, dated as of February 14, 2023 (the “BCA”), by and among Nabors Energy Transition Corp., a Delaware corporation, Vast Solar Pty Ltd, an Australian proprietary company limited by shares, Neptune Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Vast, Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (solely with respect to Sections 5.20, 7.10(a) and 7.16 thereto), and Nabors Industries Ltd. (solely with respect to Sections 7.8(d) and 7.18 thereto), is dated as of October 19, 2023 (the “Effective Date”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
