Exhibit 10.5


 


SECURITIES SUBSCRIPTION AGREEMENT


 


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”).


 


RECITALS:


 


WHEREAS, the Buyer wishes to purchase from
the Company an aggregate of 8,625,000 shares (the “Shares”) of Class F Common Stock (as defined below), and the Company wishes
to sell the Shares to the Buyer, on the terms and subject to the conditions set forth in this Agreement.


 


AGREEMENT:


 


NOW, THEREFORE, in consideration of the
premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


The terms defined in this Article I shall
have for all purposes of this Agreement the respective meanings set forth below:


 


“Agreement” shall have the meaning
set forth in the preamble to this Agreement.


 


“Buyer” shall have the meaning set
forth in the preamble to this Agreement.


 


“Class A Common Stock” shall mean
the Class A common stock, $0.0001 par value per share, of the Company.


 


“Class B Common Stock” shall mean
the Class B common stock, $0.0001 par value per share, of the Company. Pursuant to the Company’s certificate of incorporation, as
amended to the date hereof, shares of Class B Common Stock are convertible, at the option of the holder, into shares of Class A Common
Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth therein.


 


“Class F Common Stock” shall mean
the Class F common stock, $0.0001 par value per share, of the Company. Pursuant to the Company’s certificate of incorporation, as
amended to the date hereof, shares of Class F Common Stock will automatically convert into shares of Class B Common Stock on a one-for-one
basis, subject to adjustment, upon the terms and conditions set forth therein.


 


“Closing” shall have the meaning set
forth in Section 2.3 of this Agreement.


 


“Closing Date” shall have the meaning
set forth in Section 2.3 of this Agreement.


 


“Company” shall have the meaning set
forth in the preamble to this Agreement.


 


“Consent” means any consent, approval,
notification, waiver, or other similar action that is necessary or convenient.


 


“Governmental Body” shall mean any
legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar recognized organization or body
of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar
powers or authority.


 


“Law” shall mean any law (statutory,
common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated
or applied by any Governmental Body.


 


“Lien” shall mean a mortgage,
deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without
limitation, any lien for taxes), security interest, preference, participation interest, priority or security agreement or
preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title
retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any
document under the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics’
or other Liens incurred in the Company’s ordinary course of business or (ii) Liens for taxes incurred but not yet due.


 






     


     


    

 


“Order” shall mean an order, ruling,
decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental
Body or arbitrator.


 


“Permit” shall mean a permit, license,
certificate, waiver, notice or similar authorization.


 


“Purchase Price” shall have the meaning
set forth in Section 2.2 of this Agreement.


 


“SEC” shall mean the United States
Securities and Exchange Commission.


 


“Securities Act” shall mean the United
States Securities Act of 1933, as amended, or any successor federal statute, and the applicable rules and regulations promulgated and
in effect from time to time thereunder.


 


“Shares” shall have the meaning set
forth in the recitals to this Agreement. Unless the context otherwise requires, as used in this Agreement “Shares” shall be
deemed to include any shares of Class A Common Stock issued upon conversion of the shares of Class B Common Stock comprising the Shares
and any shares of Class B Common Stock issued upon conversion of the shares of Class F Common Stock comprising the Shares.


 


ARTICLE II

PURCHASE OF THE SHARES


 


Section 2.1          Purchase and Sale of the Shares.
Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained or incorporated
by reference herein, simultaneous with the execution hereof, the Company shall sell and deliver to the Buyer, and the Buyer shall purchase
from the Company, the Shares, in consideration of the payment of the Purchase Price noted herein.


 


Section 2.2          Purchase Price. As payment
in full for the Shares being purchased under this Agreement, simultaneous with the execution hereof, the Buyer shall pay $25,000 to the
Company by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company (the “Purchase
Price”).


 


Section 2.3          Closing. The closing of
the purchase and sale of the Shares (the “Closing”) shall be held on the date of this Agreement (“Closing Date”)
at the offices of Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002, or such other place as may be agreed
upon by the parties hereto.


 


Section 2.4          Closing Deliveries. All
actions taken at the Closing shall be deemed to have been taken simultaneously.


 


(a)       Buyer
Deliveries. At the Closing, the Buyer shall deliver to the Company the Purchase Price.


 


(b)       Company
Deliveries. At the Closing, or within a reasonable time after the Closing but in no event later than thirty (30) days after the Closing,
the Company shall deliver the Shares to the Buyer.


 


Section 2.5          Further Assurances. The parties
hereto shall execute and deliver such additional documents and take such additional actions as any party reasonably may deem to be practical
and necessary in order to consummate the transactions contemplated by this Agreement.


 


Section 2.6          Legend. Although the Company
does not currently intend to issue certificates evidencing the Shares, if any certificates are issued each such certificate shall be
stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 






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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE SPONSOR. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER


 


The Buyer represents and warrants that the statements
contained in this Article III are correct and complete as of the date of this Agreement.


 


Section 3.1          Organization and Good Standing.
The Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the state of Delaware.


 


Section 3.2          Power and Authority; Enforceability.
This Agreement constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its
terms. The Buyer has full entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
The Buyer has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations
hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered
by, and is enforceable against, the Buyer.


 


Section 3.3          Investment Representations.


 


(a)       The
Buyer is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.


 


(b)       The
Buyer has received, has thoroughly read, is familiar with and understands the contents of this Agreement.


 


(c)       The
Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. The Buyer acknowledges that there is a
substantial risk that it will lose all or a portion of its investment and that it is financially capable of bearing the risk of such investment
for an indefinite period of time. The Buyer has no need for liquidity in its investment in the Shares for the foreseeable future and is
able to bear the risk of that investment for an indefinite period. The Buyer understands that there presently is no public market for
the Shares and none is anticipated to develop in the foreseeable future. The Buyer’s present financial condition is such that the
Buyer is under no present or contemplated future need to dispose of any portion of the Shares subscribed for hereby to satisfy any existing
or contemplated undertaking, need or indebtedness. The Buyer’s overall commitment to investments which are not readily marketable
is not disproportionate to its net worth and the investment in the Company will not cause such overall commitment to become excessive.


 


(d)       The
Buyer acknowledges that the Shares have not been and will not be registered under the Securities Act, or any state securities act, and
are being sold on the basis of exemptions from registration under the Securities Act and applicable state securities acts, except those
state securities acts that require registration of the Shares thereunder. Reliance on such exemptions, where applicable, is predicated
in part on the accuracy of the Buyer’s representations and warranties set forth herein. The Buyer acknowledges and hereby agrees
that the Shares will not be transferable under any circumstances unless the Buyer either registers the Shares in accordance with federal
and state securities laws or finds and complies with an available exemption under such laws. Accordingly, the Buyer hereby acknowledges
that there can be no assurance that it will be able to liquidate its investment in the Company.


 


(e)       There
are substantial risk factors pertaining to an investment in the Company. The Buyer acknowledges that it has read the information set forth
above regarding certain of such risks and is familiar with the nature and scope of all such risks, including, without limitation, risks
arising from the fact that the Company is an entity with limited operating history and financial resources; and the Buyer is fully able
to bear the economic risks of such investment for an indefinite period, and can afford a complete loss thereof.


 






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(f)       The
Buyer has been given the opportunity to (i) ask questions of and receive answers from the Company and its designated representatives concerning
the terms and conditions of the offering, the Company and the business and financial condition of the Company and (ii) obtain any additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to assist the Buyer in
evaluating the advisability of the purchase of the Shares and an investment in the Company. The Buyer further represents and warrants
that, prior to signing this Agreement, it has asked such questions, received such answers and obtained such information as it has deemed
necessary or advisable to evaluate the merits and risks of the purchase of the Shares and an investment in the Company. The Buyer is not
relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects.


 


(g)       The
Buyer understands that no federal, state or other governmental authority has made any recommendation, findings or determination relating
to the merits of an investment in the Company.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Section 4.1          Incorporation and Good Standing.
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.


 


Section 4.2          Power and Authority; Enforceability.
This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with
its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The
Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations
hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered
by, and is enforceable against, the Company.


 


Section 4.3          No Violation; Necessary Approvals.
Neither the execution and delivery of this Agreement by the Company, nor the consummation or performance by the Company of any of transactions
contemplated hereby, will: (a) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default
under, loss of benefit or right under or acceleration of performance of any obligation required under any Law, Order, contract or Permit
to which the Company is a party or by which it is bound or any of its assets are subject, or any provision of the Company’s organizational
documents as in effect on the Closing Date, (b) result in the imposition of any lien, claim or encumbrance upon any assets owned by the
Company; (c) require any Consent under any contract or organizational document to which the Company is a party or by which it is bound;
or (d) require any Permit under any Law or Order other than (i) required filings, if any, with the SEC and (ii) notifications or other
filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the
agency as a condition to the validity of the transactions contemplated hereunder; or (e) trigger any rights of first refusal, preferential
purchase or similar rights with respect to any of the Shares.


 


Section 4.4          Authorization of the Shares.
The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued,
fully paid and non-assessable shares of Class B Common Stock and will be free and clear of all Liens and claims, other than restrictions
on transfer imposed by the Securities Act and applicable state securities laws.


 


ARTICLE V

MISCELLANEOUS


 


Section 5.1          Entire Agreement. This Agreement,
together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement
and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby.


 


Section 5.2          Successors. All of the terms,
agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and
are enforceable by, the parties hereto and their respective successors.


 






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Section 5.3          Assignments. Except as otherwise
provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the
prior written approval of the other party. Any purported assignment in violation of this Section 5.3 shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee.


 


Section 5.4          Waiver of Jury Trial. THE PARTIES
HERETO EACH HEREBY AGREE TO WAIVE THE RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE
THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN
THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING
TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY
TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO.
IN THE EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT.


 


Section 5.5          Counterparts. This Agreement
may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and
the same instrument.


 


Section 5.6          Headings. The article and
section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.


 


Section 5.7          Governing Law. This Agreement,
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without
giving effect to its choice of laws principles.


 


Section 5.8          Amendments. This Agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


Section 5.9          Severability. The provisions
of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability
of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance,
is adjudged by a Governmental Body, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree
that the Governmental Body, arbitrator, or mediator making such determination will have the power to modify the provision in a manner
consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such
provision will then be enforceable and will be enforced.


 


Section 5.10          Expenses. Except as otherwise
expressly provided in this Agreement, each party hereto will bear its own costs and expenses incurred in connection with the preparation,
execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants.


 






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Section 5.11          Construction. The
parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any
reference to any federal, state, local, or foreign Law will be deemed also to refer to Law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words “include,”
 “includes,” and “including” will be deemed to be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words
in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words
 “this Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have
independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of
the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such
party hereto is in breach of the first representation, warranty, or covenant.


 


Section 5.12          Waiver. No waiver by any party
hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend
to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising
because of any prior or subsequent occurrence.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the undersigned have
executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	Nabors energy transition corp.
	 	 
	 	By:	/s/ Anthony
    G. Petrello
	 	Name:	Anthony G. Petrello
	 	Title:	President and Chief Executive Officer
	 	 
	 	BUYER:
	 	 
	 	NABORS ENERGY TRANSITION SPONSOR LLC
	 	 
	 	By:	/s/ Anthony G.
    Petrello
	 	Name:	Anthony G. Petrello
	 	Title:	President and Chief Executive Officer



 


Signature Page to


Securities Subscription Agreement