Exhibit 10.1


 


AMENDED & RESTATED PROMISSORY NOTE


 


	Not to Exceed $300,000	 	 	October 27, 2021




 


Reference is made to that certain Promissory Note
(the “Original Note”), dated as of March 26, 2021 (the “Effective Date”), by Nabors Energy Transition Corp., a
Delaware corporation (“Maker” or the “Company”), whose address is 515 West Greens Road, Suite 1200, Houston, Texas
77067, and paid to the order of Nabors Corporate Services, Inc., a Delaware corporation (“Payee”), whose address is 515 West
Greens Road, Suite 1200, Houston, Texas 77067. This Amended & Restated Promissory Note (this “Note”) amends and restates
the Original Note in its entirety and shall be deemed effective as of the Effective Date.


 


FOR VALUE RECEIVED, the undersigned Maker, hereby
unconditionally promises to pay to the order of the Payee, at Payee’s office (or such other address specified by Payee to Maker),
the sum of THREE HUNDRED THOUSAND DOLLARS ($300,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain
unpaid under this Note, in legal and lawful money of the United States of America.


 


Payee may make advances to Maker from time to
time under this Note; provided, however, that notwithstanding anything to the contrary herein, at no time shall the aggregate of all advances
and re-advances outstanding under this Note exceed $300,000.


 


This is a non-interest bearing Note.


 


The entire unpaid principal balance of this Note
shall be due and payable upon the earlier of April 30, 2022 or the consummation of a public offering of the Company’s securities.


 


If payment of this Note or any installment of
this Note is not made when due, the entire indebtedness hereunder, at the option of Payee, shall immediately become due and payable, and
Payee shall be entitled to pursue any or all remedies to which Payee is entitled hereunder, or at law or in equity.


 


This Note may be prepaid, in whole or in part,
without penalty. This Note may not be changed, amended or modified except in a writing expressly intended for such purpose and executed
by the party against whom enforcement of the change, amendment or modification is sought. The loan evidenced by this Note is made solely
for business purposes.


 


THIS NOTE IS BEING EXECUTED AND DELIVERED, AND
IS INTENDED TO BE PERFORMED, IN THE STATE OF NEW YORK. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY TO THE TERMS
HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS
NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE UNDERSIGNED PARTIES
IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.


 


Service of any notice by Maker to Payee or by
Payee to Maker, shall be mailed, postage prepaid by certified United States mail, return receipt requested, at the address for such party
set forth in this Note, or at such subsequent address provided to the other party hereto in the manner set forth in this paragraph for
all notices. Any such notice shall be deemed given three (3) days after deposit thereof in an official depository under the care and custody
of the United States Postal Service.


 


Should the indebtedness represented by this Note
or any part thereof be collected at law or in equity or through any bankruptcy, receivership, probate or other court proceedings or if
this Note is placed in the hands of attorneys for collection after default, the undersigned and all endorsers, guarantors and sureties
of this Note jointly and severally agree to pay to the holder of this Note, in addition to the principal and interest due and payable
hereon, reasonable attorneys’ and collection fees.


 


The undersigned and all endorsers, guarantors
and sureties of this Note and all other persons liable or to become liable on this Note severally waive presentment for payment, demand,
notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity of this Note, notice of acceleration,
protest and notice of protest, diligence in collecting, and the bringing of suit against any other party, and agree to all renewals, extensions,
modifications, partial payments, releases or substitutions of security, in whole or in part, with or without notice, before or after maturity.


 






     


     


    

 


The undersigned hereby expressly and unconditionally
waives, in connection with any suit, action or proceeding brought by the payee on this Note, any and every right it may have to (i) injunctive
relief, (ii) a trial by jury, (iii) interpose any counterclaim therein and (iv) have the same consolidated with any other or separate
suit, action or proceeding. Nothing herein contained shall prevent or prohibit the undersigned from instituting or maintaining a separate
action against payee with respect to any asserted claim.


 


Any provision contained in this Note which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibitions or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


This Note represents the final agreement between
the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.


 


[Signature page follows]


 






    2


     


    

 





EXECUTED AND AGREED as of the date first above
written.


 


	 	nabors
    energy transition corp.,
	 	a Delaware corporation
	 	 
	 	By:	/s/
    Anthony G. Petrello
	 	Name:	Anthony G. Petrello
	 	Title:	President and Chief Executive Officer




 


SIGNATURE PAGE TO 

AMENDED & RESTATED PROMISSORY NOTE