30,000,000 Units Nabors Energy Transition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment 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”).
FORM OF PUBLIC WARRANT AGREEMENT between NABORS ENERGY TRANSITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2023Warrant Agreement • June 21st, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
FORM OF PRIVATE WARRANT AGREEMENT between NABORS ENERGY TRANSITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2023Private Warrant Agreement • June 21st, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT (this “Agreement”), dated as of [●], 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”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate 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”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification 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”).
NABORS ENERGY TRANSITION CORP. IIAdministrative Support Agreement • June 21st, 2023 • Nabors Energy Transition Corp. II • Blank checks
Nabors Energy Transition Corp. II Houston, TX 77067 Re: Initial Public Offering Ladies and Gentlemen:Underwriting 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
