Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


 THIS PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 16, 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), and each
of the parties set forth on the signature page hereto under “Purchasers” (the “Purchasers”).


 


 WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each
unit consisting 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 as set forth in the Company’s registration statement on Form S-1, filed with the Securities
and Exchange Commission (the “SEC”), File Number No. 333-256876 (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder
to purchase one share of Common Stock at an exercise price of $11.50 per share. The Purchasers (together with certain other individuals
and entities agreeing to purchase warrants pursuant to that certain other Private Placement Warrant Purchase Agreement dated as of the
date hereof), have agreed to purchase an aggregate of 12,290,000 warrants (or up to 13,730,000 warrants if the over-allotment option
in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each whole
Private Placement Warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share.


 


 NOW THEREFORE, in
consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


 AGREEMENT


 


Section
1.                  
 Authorization, Purchase and Sale; Terms of the Private Placement Warrants.


 


A.                
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private
Placement Warrants to the Purchasers.


 


B.                
 Purchase and Sale of the Private Placement Warrants.


 


(i)                
On the date that is one business day prior to the date of the consummation of the Public Offering or on such earlier time
and date as may be mutually agreed by the Purchasers and the Company (the “Initial Closing Date”), the Company
shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, the number of Private Placement Warrants
set forth opposite such Purchaser’s name on Exhibit A to this Agreement at a price of $1.00 per warrant (the “Purchase
Price”). The Purchasers shall pay the Purchase Price set forth opposite such Purchaser’s name on Exhibit A to this
Agreement by wire transfer of immediately available funds in accordance with the Company’s wiring instructions. On the Initial
Closing Date, upon the payment by the Purchasers of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing
the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to each of the Purchasers, or effect
such delivery in book-entry form.


 






    


    


    

 


(ii)             
 On the date that is one business day prior to the date of the consummation
of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually
agreed by the Purchasers and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment
Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”),
the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, the number of Private Placement
Warrants set forth opposite such Purchaser’s name on Exhibit A to this Agreement at a price of $1.00 per warrant (the “Over-allotment
Purchase Price”). The Purchasers shall pay the Over-allotment Purchase Price set forth opposite such Purchaser’s
name on Exhibit A to this Agreement by wire transfer of immediately available funds in accordance with the Company’s wiring instructions.
On the Over-allotment Closing Date, upon the payment by the Purchasers of the Over-allotment Purchase Price, the Company shall, at its
option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s
name to each of the Purchasers, or effect such delivery in book-entry form.


 


C.                
Terms of the Private Placement Warrants.


 


(i)              
 Each Private Placement Warrant shall have the terms set forth in a Private Warrant Agreement to be entered into
by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)             
 At the time of the closing of the Public Offering, the Company and the Purchasers shall enter into a registration
rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration
rights to the Purchasers relating to the Private Placement Warrants and the shares of Common Stock underlying the Private Placement Warrants.


 


Section
2.                  
Representations and Warranties of the Company. As a material inducement to the Purchasers to enter into this
Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchasers (which representations
and warranties shall survive each Closing Date) that:


 


A.                
Incorporation and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The
Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement
and the Warrant Agreement.


 






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B.                
Authorization; No Breach.


 


(i)               The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as
of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon
issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)             
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of
the Private Placement Warrants, the issuance of the shares of Common Stock upon exercise of the Private Placement Warrants and the fulfillment
of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict
with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any
lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of or
(e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court
or administrative or governmental body or agency pursuant to the amended and restated certificate of incorporation or bylaws of the Company
(as each is in effect as of the Closing Date) or any material law, statute, rule or regulation to which the Company is subject, or any
agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal
or state securities laws.


 


C.                
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, the shares of Common Stock issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully
paid and non-assessable. On the date of issuance of the Private Placement Warrants, the shares of Common Stock issuable upon exercise
of the Private Placement Warrants shall have been reserved for issuance in accordance with the terms of this Agreement. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, each Purchaser will have good title to the Private
Placement Warrants purchased by such Purchaser and the shares of Common Stock issuable upon exercise of such Private Placement Warrants,
free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and any transfer restrictions
described in the Registration Statement, (ii) transfer restrictions under federal and state securities laws and (iii) liens, claims or
encumbrances imposed due to the actions of such Purchaser.


 


D.                
Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation
by the Company of any other transactions contemplated hereby.


 


Section
3.                  
Representations and Warranties of the Purchasers. As a material inducement to the Company to enter into this
Agreement and issue and sell the Private Placement Warrants to the Purchasers, each Purchaser hereby, severally and not jointly, represents
and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 






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A.                
Organization and Requisite Authority. Such Purchaser possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement.


 


B.                
 Authorization; No Breach.


 


(i)              
This Agreement constitutes a valid and binding obligation of such Purchaser, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)             
The execution and delivery by such Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
by such Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by such Purchaser of the terms,
conditions or provisions of any agreement, instrument, order, judgment or decree to which such Purchaser is subject.


 


C.                
Investment Representations.


 


(i)               Such
Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the shares of Common Stock
issuable upon such exercise (collectively, the “Securities”), for such Purchaser’s own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)             
Such Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under
the Securities Act.


 


(iii)            
Such Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and such Purchaser’s compliance with, the representations and warranties of such Purchaser set forth herein in
order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such Securities.


 


(iv)            
Such Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D under the Securities Act.


 


(v)             
Such Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by such Purchaser. Such Purchaser has been afforded
the opportunity to ask questions of the executive officers and directors of the Company. Such Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities.


 






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(vi)            
Such Purchaser understands that no United States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by such Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)           
Such Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act
or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the Securities Act
will not be available for resale transactions of Securities prior to a Business Combination and may not be available for resale transactions
of Securities after a Business Combination.


 


(viii)          
Such Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. Such Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. Such
Purchaser can afford a complete loss of its investment in the Securities.


 


Section
4.                 
Conditions of the Purchasers’ Obligations. The obligations of the Purchasers to purchase and pay for the
Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.                
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall
be true and correct at and as of such Closing Date as though then made.


 


B.                 
 Performance. The Company shall have performed and complied with all agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.


 


C.                 
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated
by this Agreement or the Warrant Agreement.


 






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D.                
Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory
to the Purchasers.


 


Section
5.                  
Conditions of the Company’s Obligations. The obligations of the Company to the Purchasers under this Agreement
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.                 Representations
and Warranties. The representations and warranties of the Purchasers contained in Section 3 shall be true
and correct at and as of such Closing Date as though then made.


 


B.                
Performance. The Purchasers shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Purchasers on or before such Closing Date.


 


C.                
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D.                 
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated
by this Agreement or the Warrant Agreement.


 


E.                 
Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory
to the Company.


 


Section
6.                  
Termination. This Agreement may be terminated at any time after June 30, 2022 upon the election by either the
Company or each Purchaser upon written notice to the other parties if the closing of the Public Offering does not occur prior to such
date.


 


Section
7.                 
Survival of Representations and Warranties. All of the representations and warranties contained herein shall
survive each Closing Date.


 


Section
8.                 
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such
terms in the Registration Statement.


 


Section
9.                  
 Miscellaneous.


 


A.                 Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchasers to affiliates thereof (including, without limitation, one or more of its members).


 






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B.                
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.                 
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain
the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Delivery
of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.


 


D.                 
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by
way of example rather than by limitation.


 


E.                 
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and
for all purposes shall be construed in accordance with the internal laws of the State of New York.


 


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


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the parties hereto 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, Chief Executive Officer and Secretary



 





	 	PURCHASERS:



 


	 	 NABORS LUX 2 S.A.R.L.



 


	 	By:	/s/ Henricus Reindert Petrus Pollmann
	 	Name:	Henricus Reindert Petrus Pollmann
	 	Title:	Type A Manager



 


	 	/s/
                                            William J. Restrepo
	 	William J. Restrepo






 


	 	/s/
                                            John Yearwood
	 	John Yearwood






 


		/s/ Guillermo
                                            Sierra
	 	Guillermo Sierra






 


		/s/ Siggi Meissner
	 	Siggi Meissner






 


		/s/ Maria Jelescu
                                            Dreyfus
	 	Maria Jelescu Dreyfus






 


		/s/ Colleen
                                            Calhoun
	 	Colleen Calhoun






 


		/s/ James R.
                                            Crane
	 	James R. Crane






 


		/s/ Robert
                                            C. Wood
	 	Robert C. Wood






 


		/s/ Miguel
                                            Rodriguez
	 	Miguel Rodriguez






 






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		/s/ William Conroy
	 	William Conroy






 


		/s/ John P. Kotts
	 	John P. Kotts






 


		/s/ Jade Strong
	 	Jade Strong






 


		/s/ Brenda Pattillo
	 	Brenda Pattillo



 


		REMINGTON SPAC W, LLC



 





	 	By:	/s/ Anthony G. Petrello
	 	Name:	Anthony G. Petrello
	 	Title:	Manager


 






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Exhibit A


 


[Intentionally omitted.]