SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENTShareholder and Registration Rights Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services • Delaware
This SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 18, 2023, is made and entered into by and among Vast Renewables Limited, an Australian public company limited by shares (the “Company”), Nabors Energy Transition Corp., a Delaware corporation (“SPAC”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Nabors Lux 2 S.a.r.l., a société à responsabilité limitée registered in Luxembourg (“Nabors Lux”), the undersigned former direct and indirect holders of SPAC securities listed on the signature pages hereto under “SPAC Holders” (such holders together with the Sponsor and Nabors Lux, the “SPAC Holders”), AgCentral Energy Pty Ltd, an Australian proprietary company limited by shares (“AgCentral Energy”) and each of the undersigned holders listed on the signature pages hereto under “Vast Holders” (such holders together with AgCentral Energy, the “Vast Holders” and each such party, together with the SPAC Holders and
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services • New York
This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated December 18, 2023, is made by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd) (“Vast”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Public Warrant Agreement (the “Existing Public Warrant Agreement”), dated November 16, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Public Warrant Agreement.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services • New York
This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated December 18, 2023, is made by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd.) (“Vast”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Private Warrant Agreement (the “Existing Private Warrant Agreement”), dated November 16, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Private Warrant Agreement.
AMENDMENT NO. 1 TO BACKSTOP AGREEMENTBackstop Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services
This Amendment No. 1 (this "Amendment") to the Backstop Agreement, dated as of October 23, 2023 (the "Backstop Agreement"), by and among Vast Renewables Limited, an Australian public company limited by shares ("Vast" or "Issuer") and Nabors Lux 2 S.A.R.L., a société à responsabilité limitée registered in Luxembourg ("Nabors"), is dated as of December 8, 2023 (the "Effective Date"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Backstop Agreement.
Note Purchase Agreement Vast Intermediate HoldCo Pty Ltd (ACN 671 982 666) Vast Renewables Limited (ACN 136 258 574) EDF Australia Pacific Pty Ltd (ACN 664 931 079)Note Purchase Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services
A Vast Parent has agreed to undertake the Merger and Listing (together, the Transaction) under the terms of the Business Combination Agreement.
SIDE LETTER AGREEMENT December 14, 2023Side Letter Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services
This Letter Agreement (this “Letter Agreement”) is being entered into by and among Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd) (the “Company”), Nabors Lux 2 S.a.r.l., a Luxembourg private limited liability company (société à responsabilité limitée) (“Nabors Lux”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Nabors Energy Transition Corp., a Delaware corporation (“NETC”), and Nabors Corporate Services, Inc., a Delaware corporation (“Nabors Corporate”), to set forth certain agreements of the parties hereto related to the transactions contemplated by that certain (i) Business Combination Agreement, dated as of February 14, 2023, by and among NETC, the Company, Neptune Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company, the Sponsor (solely with respect to Sections 5.20, 7.10(a) and 7.16 thereto), and Nabors Industries Ltd. (solely with respect to Sections
Joint Development AgreementJoint Development Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services • New South Wales
A Vast is a developer of concentrated solar thermal power technology and renewable energy and green fuels projects that utilise its proprietary modular tower CSP technology.
