Nabors Energy Transition Corp. II Sample Contracts
30,000,000 Units Nabors Energy Transition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement 鈥� July 19th, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� New York
FORM OF PUBLIC WARRANT AGREEMENT between NABORS ENERGY TRANSITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 13, 2023Warrant Agreement 鈥� July 19th, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� New York
THIS WARRANT AGREEMENT (this 鈥淎greement鈥�), 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 鈥淐ompany鈥�), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the 鈥淲arrant Agent,鈥� also referred to herein as the 鈥淭ransfer Agent鈥�).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement 鈥� July 19th, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks
This Investment Management Trust Agreement (this 鈥淎greement鈥�) is made effective as of July 13, 2023 by and between Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the 鈥淐ompany鈥�), and Continental Stock Transfer & Trust Company, a New York corporation (the 鈥淭rustee鈥�).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement 鈥� June 21st, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� New York
THIS REGISTRATION RIGHTS AGREEMENT (this 鈥淎greement鈥�), dated as of [鈼廬, 2023, is made and entered into by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the 鈥淐ompany鈥�), Nabors Energy Transition Sponsor II LLC, a Cayman Islands limited liability company (the 鈥淪ponsor鈥�), 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 鈥淗older鈥� and collectively the 鈥淗olders鈥�).
FORM OF PRIVATE WARRANT AGREEMENT between NABORS ENERGY TRANSITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 13, 2023Private Warrant Agreement 鈥� July 19th, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� New York
THIS PRIVATE WARRANT AGREEMENT (this 鈥淎greement鈥�), 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 鈥淐ompany鈥�), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the 鈥淲arrant Agent,鈥� also referred to herein as the 鈥淭ransfer Agent鈥�).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement 鈥� June 21st, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks
This Investment Management Trust Agreement (this 鈥淎greement鈥�) is made effective as of [鈼廬, 2023 by and between Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the 鈥淐ompany鈥�), and Continental Stock Transfer & Trust Company, a New York corporation (the 鈥淭rustee鈥�).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement 鈥� June 21st, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� New York
This Securities Subscription Agreement (this 鈥淎greement鈥�), 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 鈥淐ompany鈥�), and Nabors Energy Transition Sponsor II LLC, a Cayman Islands limited liability company (the 鈥淏uyer鈥�).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement 鈥� July 19th, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 13, 2023 (as it may from time to time be amended, this 鈥淎greement鈥�), is entered into by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company incorporated with limited liability (the 鈥淐ompany鈥�), and each of the parties set forth on the signature page hereto under 鈥淧urchasers鈥� (the 鈥淧urchasers鈥�).
NABORS ENERGY TRANSITION CORP. IIAdministrative Support Agreement 鈥� July 19th, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks
This letter agreement by and between Nabors Energy Transition Corp. II (the 鈥淐ompany鈥�) and Nabors Corporate Services, Inc. (鈥淎ffiliate鈥�), an affiliate of Nabors Energy Transition Sponsor II LLC (鈥淪ponsor鈥�), 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 鈥淟isting Date鈥�), 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 鈥淩egistration Statement鈥�) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company鈥檚 liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the 鈥淭ermination Date鈥�):
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement 鈥� February 12th, 2025 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� Delaware
This BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 11, 2025 (this 鈥淎greement鈥�), by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (鈥淎cquiror鈥�), Liffey Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquiror (鈥淢erger Sub鈥�), and e2Companies LLC, a Florida limited liability company (the 鈥淐ompany鈥�).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement 鈥� June 21st, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� Delaware
THIS INDEMNIFICATION AGREEMENT (this 鈥淎greement鈥�) is made as of [路], 2023, by and between NABORS ENERGY TRANSITION CORP. II, a Cayman Islands exempted company incorporated with limited liability (the 鈥淐ompany鈥�), and [路] (鈥淚ndemnitee鈥�).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement 鈥� June 21st, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [路], 2023 (as it may from time to time be amended, this 鈥淎greement鈥�), is entered into by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company incorporated with limited liability (the 鈥淐ompany鈥�), and each of the parties set forth on the signature page hereto under 鈥淧urchasers鈥� (the 鈥淧urchasers鈥�).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement 鈥� July 19th, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� New York
THIS REGISTRATION RIGHTS AGREEMENT (this 鈥淎greement鈥�), 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 鈥淐ompany鈥�), Nabors Energy Transition Sponsor II LLC, a Cayman Islands limited liability company (the 鈥淪ponsor鈥�), 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 鈥淗older鈥� and collectively the 鈥淗olders鈥�).
CORPORATE SERVICES AGREEMENTCorporate Services Agreement 鈥� February 12th, 2025 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks
THIS CORPORATE SERVICES AGREEMENT (this 鈥淎greement鈥�) is effective as of February 11, 2025 (the 鈥淓ffective Date鈥�), by and between Nabors Corporate Services, Inc., a Delaware corporation (鈥淪ervice Provider鈥�), and e2Companies LLC, a Florida limited liability company (鈥淐ompany鈥�). Nabors and Company are referred to collectively herein as the 鈥淧arties,鈥� and each individually as a 鈥淧arty.鈥�
July 13, 2023 Nabors Energy Transition Corp. II Houston, TX 77067 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement 鈥� July 19th, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks
This letter (this 鈥淟etter Agreement鈥�) is being delivered to you in accordance with the Underwriting Agreement (the 鈥淯nderwriting Agreement鈥�) entered into by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the 鈥淐ompany鈥�), Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as representatives (together, the 鈥淩epresentatives鈥�) of the several underwriters (the 鈥淯nderwriters鈥�), relating to an underwritten initial public offering (the 鈥淧ublic Offering鈥�), of up to 34,500,000 of the Company鈥檚 units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the 鈥淯nits鈥�), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the 鈥淐lass A Ordinary Shares鈥�), and one-half of one redeemable warrant (each whole warrant, a 鈥淲arrant鈥�). 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
RE: Sponsor Letter AgreementSponsor Letter Agreement 鈥� February 12th, 2025 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks
Reference is made to that certain Business Combination Agreement and Plan of Reorganization (the 鈥淏CA鈥� and the transactions contemplated thereby, the 鈥淏usiness Combination鈥�), dated as of the date hereof, by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (鈥淎cquiror鈥�), Liffey Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror, and e2Companies LLC, a Florida limited liability company (the 鈥淐ompany鈥�). This letter agreement (this 鈥淟etter Agreement鈥�) is being entered into and delivered by the Company, Acquiror, Nabors Energy Transition Sponsor II LLC, a Cayman Islands limited liability company (鈥淪ponsor鈥�), Nabors Lux 2 S.A.R.L., a Luxembourg private limited liability company (soci茅t茅 脿 responsabilit茅 limit茅e) (鈥淣abors Lux鈥�), and the undersigned individuals or entities (each such party, a 鈥淗older, and collectively, the 鈥淗olders鈥�) in connection w
FORM OF STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENTStockholder and Registration Rights Agreement 鈥� February 12th, 2025 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� Delaware
This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT (this 鈥淎greement鈥�), dated as of [ ], 20[ ], is made and entered into by and among e2Companies, Inc., a Delaware corporation (f/k/a Nabors Energy Transition Corp. II) (the 鈥淐ompany鈥�), Nabors Energy Transition Sponsor II LLC, a Cayman Islands limited liability company (鈥淪ponsor鈥�), the undersigned holders listed on the signature pages hereto under 鈥淓xisting Holders鈥� (such holders together with the Sponsor, the 鈥淓xisting Holders鈥�), and the undersigned holders listed on the signature pages hereto under 鈥渆2 Holders鈥� (such holders, the 鈥渆2 Holders鈥� and each such party, together with the Existing Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 6.4, a 鈥淗older鈥� and collectively, the 鈥淗olders鈥�).
SUPPORT AGREEMENTSupport Agreement 鈥� February 12th, 2025 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks 鈥� Delaware
This Support Agreement (this 鈥淎greement鈥�) is made and entered into as of February 11, 2025, by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company (鈥淎cquiror鈥�), and Iepreneur Consulting, LLC, Avanti Insieme, LLC, LK Capital, LLC (each, a 鈥淲ritten Consent Party鈥� and, collectively, the 鈥淲ritten Consent Parties鈥�) and Luce SDIRAI, LLC (together with the Written Consent Parties, the 鈥渆2 Parties鈥�), each of which is an interest holder of e2Companies LLC, a Florida limited liability company (the 鈥淐ompany鈥�). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
NABORS ENERGY TRANSITION CORP. IIAdministrative Support Agreement 鈥� June 21st, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks
Nabors Energy Transition Corp. II Houston, TX 77067 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement 鈥� June 21st, 2023 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks
This letter (this 鈥淟etter Agreement鈥�) is being delivered to you in accordance with the Underwriting Agreement (the 鈥淯nderwriting Agreement鈥�) entered into by and among Nabors Energy Transition Corp. II, a Cayman Islands exempted company (the 鈥淐ompany鈥�), Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as representatives (together, the 鈥淩epresentatives鈥�) of the several underwriters (the 鈥淯nderwriters鈥�), relating to an underwritten initial public offering (the 鈥淧ublic Offering鈥�), of up to 34,500,000 of the Company鈥檚 units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the 鈥淯nits鈥�), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the 鈥淐lass A Ordinary Shares鈥�), and one-half of one redeemable warrant (each whole warrant, a 鈥淲arrant鈥�). 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
FORM OF LOCK-UP AGREEMENTLock-Up Agreement 鈥� February 12th, 2025 鈥� Nabors Energy Transition Corp. II 鈥� Blank checks
The undersigned signatory of this lock-up agreement (this 鈥淟ock-Up Agreement鈥�) understands that e2Companies, Inc., a Delaware corporation (f/k/a Nabors Energy Transition Corp. II, a Cayman Islands exempted company) (鈥淎cquiror鈥�), has entered into a Business Combination Agreement and Plan of Reorganization, dated as of February 11, 2025 (as the same may be amended from time to time, the 鈥淏CA鈥�) with Liffey Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror, and e2Companies LLC, a Florida limited liability company (the 鈥淐ompany鈥�). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the BCA.