Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of November 16, 2021 by
and between Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer &
Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-256876 (the “Registration Statement”),
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share
of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global
Markets Inc. and Wells Fargo Securities, LLC as underwriters (the “Underwriters”);


 


WHEREAS,
if a Business Combination (as defined below) is not consummated within the initial 15 month period following the closing of the Offering,
upon the request of Nabors Energy Transition Sponsor LLC (the “Sponsor”), the Company may extend such period by an additional
three months up to two times, each by an additional three months (for a total of up to 21 months to complete a business combination),
subject to the Sponsor’s or its affiliates or permitted designees depositing $2,400,000 (or up to $2,760,000 if the Underwriters’
over-allotment option is exercised in full) for each of the available three-month extensions, for a total payment of up to $4,800,000,
or $5,520,000 if the Underwriters’ over-allotment option is exercised in full, into the Trust Account (defined below) no later
than the 15-month or 18-month anniversary of the Offering, as applicable (each, a “Deadline”) for such extensions
(each, an “Extension”), in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory
note for such Extension payable upon consummation of a Business Combination;


 


WHEREAS,
as described in the Registration Statement, $244,800,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $281,520,000 if the Underwriters' over-allotment option is exercised in full) and the
proceeds from any loans in connection with an Extension will be delivered to the Trustee to be deposited and held in a segregated trust
account located at all times in the United States (the “Trust Account”) for the benefit of the Company and
the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the
Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and
the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $8,400,000, or $9,660,000 if the Underwriters' over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to
the Underwriters upon and concurrently with the consummation of the Business Combination (the “Deferred Discount”);
and


 






    


     


    

 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.            Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)            Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)            Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)            In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account
will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while account funds are
invested or uninvested the Trustee may earn bank credits and other consideration;


 


(d)            Collect
and receive, when due, all
interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e)            Promptly
notify the Company and the Underwriters of all communications received by the Trustee with respect to any Property requiring action by
the Company;


 


(f)            Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g)            Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h)            Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 






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(i)            Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by a Chief Executive Officer, President, Chief Financial
Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer
of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest
not previously released to the Company to pay its taxes (net of taxes payable by the Company and less up to $100,000 of interest that
may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred
to therein, or (y) upon the date which is the later of (1) 15 months after the closing of the Offering, or such later date
upon an Extension effectuated pursuant to the terms hereof, and (2) such later date as may be approved by the Company’s stockholders
in accordance with the Company’s amended and restated certificate of incorporation, as may be amended from time to time (the “Certificate
of Incorporation”), if a Termination Letter has not been received by the Trustee prior to such date, in which case the
Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (net of taxes payable
by the Company and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed
to the Public Stockholders of record as of such date;


  


(j)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C
(a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of
assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by
electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority;
provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall
liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being
acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust
Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said
funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D
(a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company
the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection
with a stockholder vote to approve an amendment to the Certificate of Incorporation (A) in a manner that would affect the substance
or timing of the Company’s obligation to redeem one hundred percent (100%) of its public shares of Common Stock if the Company
has not consummated an initial Business Combination within such time as is described in the Certificate of Incorporation or (B) with
respect to any other material provision relating to the rights of holders of the shares of Common Stock or pre-initial Business Combination
activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute
said funds, and the Trustee shall have no responsibility to look beyond said request; and


 






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(l)            Not
make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j) or
1(k) above.


 


(m)          Upon
receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at
least five business days prior to the applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the
dollar amount specified in the Extension Letter on or prior to such Deadline, follow the instructions set forth in the Extension Letter.


 


2.            Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)            Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairperson of the Board, President, Chief Executive
Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and
1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)            Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and
in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company
with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate
in such action with its own counsel;


 


(c)            Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through
1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the
consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in
this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 






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(d)            In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses or entities (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting
verifying the vote of such stockholders regarding such Business Combination;


 


(e)            Provide
the Underwriters with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)            Unless
otherwise agreed between the Company and the Underwriters, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly
to the account or accounts directed by the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or
any other person;


 


(g)               If
applicable, issue a press release at least three days prior to a Deadline announcing that, at least five days prior to the Deadline,
the Company received notice from the Sponsor that the Sponsor intends to deposit funds into the Trust Account for extending a Deadline
and the Board has approved such Extension.


 


(h)            Promptly
following a Deadline, disclose whether or not the deadline for the Company to consummate a Business Combination has been extended.


 


(i)            Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and


 


(j)            Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be
less than $8,400,000.


  


3.            Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)            Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)            Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 






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(c)            Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


  


(d)            Refund
any depreciation in principal of any Property;


 


(e)            Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)            The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(g)            Verify
the accuracy of the information contained in the Registration Statement;


 


(h)            Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 


(i)            File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j)            Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to,
tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)            Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or
1(k) hereof.


 






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4.            Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.            Successor
Trustee. If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall
use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement.
At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon the Trustee’s rights and obligations
under this Agreement shall cease; provided, however, that in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever.


 


6.            Termination.
This Agreement shall terminate as follows:


 


(a)            At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b); or


 


(b)            If
the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by
the Trustee from the Company or the Sponsor for purposes of funding the Trust Account shall be promptly returned to the Company or the
Sponsor, as applicable.


 


7.            Miscellaneous.


 


(a)            The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.


 






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(b)            This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)            This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Sections 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without
the affirmative vote of at least 65% of the then outstanding shares of Common Stock, shares of Class B common stock, par value $0.0001
per share, and shares of Class F common stock, par value $0.0001 per share, of the Company, voting together as a single class; provided
that no such amendment will affect any Public Stockholder who has properly elected to redeem his, her or its shares of Common Stock
in connection with a stockholder vote to approve an amendment to this Agreement (A) in a manner that would affect the substance
or timing of the Company’s obligation to redeem one hundred percent (100%) of its public shares of Common Stock if the Company
does not complete its initial Business Combination within the time frame specified in the Certificate of Incorporation or (B) with
respect to any other material provision relating to the rights of holders of the Common Stock or pre-initial Business Combination activity),
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.


 


(d)            The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)            Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
or email transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com


 






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if
to the Company, to:


  


Nabors
Energy Transition Corp.

515 West Greens Road, Suite 1200

Houston, TX 77067

Attn: Anthony G. Petrello

Email: general.counsel@nabors.com


 


in
each case, with copies (which shall not constitute notice) to:


 


Vinson &
Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, TX 77002

Attn: T. Mark Kelly; Douglas E. McWilliams; Scott D. Rubinsky

Email: mkelly@velaw.com; dmcwilliams@velaw.com; srubinsky@velaw.com


 


and


 


Citigroup
Global Markets, Inc. and Wells Fargo Securities, LLC


 


Citigroup
Global Markets, Inc.

388 Greenwich Street

New York, New York 10013

Attn: General Counsel


 


Wells
Fargo Securities, LLC

500 West 33rd Street

New York, New York 10001

Attn: Equity Syndicate Department


 


and


 


Cravath,
Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

Attn: Andrew J. Pitts; C. Daniel Haaren

Email: apitts@cravath.com; dhaaren@cravath.com


 


(f)            Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not
make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(g)            This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall
constitute valid and sufficient delivery thereof.


 






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(h)            Each
of the Company and the Trustee hereby acknowledges and agrees that the Underwriters are third-party beneficiaries of this Agreement.


 


(i)            Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental
    Stock Transfer & Trust Company, as Trustee
	 	 
	 	By:	/s/
    Francis Wolf
	 	Name:	Francis
    Wolf
	 	Title:	Vice
    President
	 	 
	 	Nabors
    Energy Transition Corp.
	 	 
	 	By:	/s/
    Anthony G. Petrello
	 	Name:	Anthony
    G. Petrello
	 	Title:	President, Chief Executive Officer and Secretary



 






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Schedule A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount	 
	Initial
    set-up fee	 	Initial
    closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee
    administration fee	 	Payable
    annually. First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	10,000.00	 
	Transaction
    processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Billed
    to Company following disbursement made to Company under Section 1.	 	$	250.00	 
	Paying
    Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed
    to Company upon delivery of service pursuant to Section 1(i) and 1(k).	 	 	Prevailing
                                            rates	 




 


 






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Exhibit A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:       Trust
Account - Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Nabors Energy Transition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 16, 2021
(the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with                 (the
 “Target Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about                     .
The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination
(the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
and to transfer the proceeds into a segregated account held by you on behalf of the Beneficiaries (the “trust operating account”)
to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to
the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are
on deposit in the trust operating account awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
(ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer of the Company, which verifies that
the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) written instruction
signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount
from the Trust Account (the “Instruction Letter”) and (iii) Citigroup Global Markets, Inc. and Wells
Fargo Securities, LLC shall deliver to you written instructions for delivery of the Deferred Discount. You are hereby directed and authorized
to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 






     


     


    

 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement
on the business day immediately following the Consummation Date as set forth in such written instructions as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	 
	 	Nabors
    Energy Transition Corp.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


cc:          Citigroup
Global Markets, Inc. 


       Wells
Fargo Securities, LLC


 






     


     


    

 


Exhibit B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:       Trust
Account - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Nabors Energy Transition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 16, 2021
(the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination
with a Target Business within the time frame specified in the Company’s amended and restated certificate of incorporation (the
 “Certificate of Incorporation”), as described in the Company’s Prospectus relating to the Offering. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Stockholders. The Company has selected [               ] as
the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Public Stockholders in accordance with the terms of the Trust Agreement and the Certificate of Incorporation. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust
Agreement.


 





	 	Very
    truly yours,
	 	 
	 	Nabors
    Energy Transition Corp.
	 	 
	 	By:	 
	 	Name:
	 	Title:


  


cc:          Citigroup
Global Markets, Inc. 


       Wells
Fargo Securities, LLC


 






     


     


    

 


Exhibit C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:          Trust
Account - Tax Payment Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Nabors Energy Transition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 16, 2021
(the “Trust Agreement”), the Company hereby requests that you deliver to the Company $              
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 





	 	Very
    truly yours,
	 	 
	 	Nabors
    Energy Transition Corp.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


cc:          Citigroup
Global Markets, Inc. 


       Wells
Fargo Securities, LLC


 






     


     


    

 


Exhibit D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:          Trust
Account - Stockholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Nabors Energy Transition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 16, 2021
(the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders
of the Company $                  of the principal
and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the
Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
(the “Certificate of Incorporation”) (A) in a manner that affects the substance or timing of the Company’s
obligation to redeem one hundred percent (100%) of its public shares of Common Stock if the Company has not consummated an initial Business
Combination within such time as is described in the Certificate of Incorporation or (B) with respect to any other material provision
relating to the rights of holders of the Common Stock or pre-initial Business Combination activity. As such, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Stockholders
in accordance with your customary procedures.


 





	 	Very
    truly yours,
	 	 
	 	Nabors
    Energy Transition Corp.
	 	 
	 	By:	 
	 	Name:
	 	Title:


  


cc:          Citigroup
Global Markets, Inc. 


Wells
Fargo Securities, LLC


 






     


     


    

 


Exhibit E


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:          Trust
Account - Stockholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(m) of the Investment Management Trust Agreement between Nabors Energy Transition Corp. (“Company”)
and Continental Stock Transfer & Trust Company, dated as of November 16, 2021 (“Trust Agreement”), this is
to advise you that the Company is extending the time available to consummate a Business Combination for an additional three (3) months,
from _______ to _________ (the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to the Extension prior to the Deadline. Capitalized words used herein
and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $_________, which will be wired to you, into the
Trust Account investments upon receipt.


 


This
is the [first/second] of up to two Extension Letters.


 





	 	Very
    truly yours,
	 	 
	 	Nabors
    Energy Transition Corp.
	 	 
	 	By:	 
	 	Name:
	 	Title:


  


		cc:	Citigroup
Global Markets, Inc.



Wells
Fargo Securities, LLC