Nabors Energy Transition Corp. II Sample Contracts

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 21st, 2023 • Nabors Energy Transition Corp. II • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2023 by and between Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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30,000,000 Units Nabors Energy Transition Corp. II UNDERWRITING AGREEMENT
Underwriting Agreement • June 21st, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York
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30,000,000 Units Nabors Energy Transition Corp. II UNDERWRITING AGREEMENT
Nabors Energy Transition Corp. II • July 19th, 2023 • Blank checks • New York
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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • July 19th, 2023 • Nabors Energy Transition Corp. II • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 13, 2023 by and between Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • June 21st, 2023 • Nabors Energy Transition Corp. II • Blank checks • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [·], 2023, by and between NABORS ENERGY TRANSITION CORP. II, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and [·] (“Indemnitee”).

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FORM OF PUBLIC WARRANT AGREEMENT between NABORS ENERGY TRANSITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 13, 2023
Public Warrant Agreement • July 19th, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 13, 2023, is by and between Nabors Energy Transition Corp. II, a Cayman Islands exempted company incorporated with limited liability (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”).

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FORM OF PRIVATE WARRANT AGREEMENT between NABORS ENERGY TRANSITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 13, 2023
Private Warrant Agreement • July 19th, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York

THIS PRIVATE WARRANT AGREEMENT (this “Agreement”), dated as of July 13, 2023, is by and between Nabors Energy Transition Corp. II, a Cayman Islands exempted company incorporated with limited liability (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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 21st, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the “Company”), Nabors Energy Transition Sponsor II LLC, a Cayman Islands 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”).

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SECURITIES SUBSCRIPTION AGREEMENT
Securities Subscription Agreement • June 21st, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York

This Securities Subscription Agreement (this “Agreement”), effective as of April 24, 2023, is made and entered into by and between Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the “Company”), and Nabors Energy Transition Sponsor II LLC, a Cayman Islands limited liability company (the “Buyer”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • July 19th, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 13, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).

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NABORS ENERGY TRANSITION CORP. II
Nabors Energy Transition Corp. II • July 19th, 2023 • Blank checks

This letter agreement by and between Nabors Energy Transition Corp. II (the “Company”) and Nabors Corporate Services, Inc. (“Affiliate”), an affiliate of Nabors Energy Transition Sponsor II 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 Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (File No. 333-272810) 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”):

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • June 21st, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [·], 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and each of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 19th, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 13, 2023, is made and entered into by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the “Company”), Nabors Energy Transition Sponsor II LLC, a Cayman Islands 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”).

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July 13, 2023 Nabors Energy Transition Corp. II Houston, TX 77067 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • July 19th, 2023 • Nabors Energy Transition 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 Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as representatives (together, 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 Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold i

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NABORS ENERGY TRANSITION CORP. II
Nabors Energy Transition Corp. II • June 21st, 2023 • Blank checks
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Nabors Energy Transition Corp. II Houston, TX 77067 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • June 21st, 2023 • Nabors Energy Transition 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 Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as representatives (together, 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 Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold i

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