SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENTShareholder and Registration Rights Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services • Delaware
This SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 18, 2023, is made and entered into by and among Vast Renewables Limited, an Australian public company limited by shares (the “Company”), Nabors Energy Transition Corp., a Delaware corporation (“SPAC”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Nabors Lux 2 S.a.r.l., a société à responsabilité limitée registered in Luxembourg (“Nabors Lux”), the undersigned former direct and indirect holders of SPAC securities listed on the signature pages hereto under “SPAC Holders” (such holders together with the Sponsor and Nabors Lux, the “SPAC Holders”), AgCentral Energy Pty Ltd, an Australian proprietary company limited by shares (“AgCentral Energy”) and each of the undersigned holders listed on the signature pages hereto under “Vast Holders” (such holders together with AgCentral Energy, the “Vast Holders” and each such party, together with the SPAC Holders and
BUSINESS COMBINATION AGREEMENT by and among NABORS ENERGY TRANSITION CORP., VAST SOLAR PTY LTD, NEPTUNE MERGER SUB, INC., NABORS ENERGY TRANSITION SPONSOR LLC (SOLELY WITH RESPECT TO SECTIONS 5.20, 7.10(a) and 7.16) and NABORS INDUSTRIES LTD. (SOLELY...Business Combination Agreement • February 14th, 2023 • Vast Solar Pty LTD • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of February 14, 2023 (as may be further amended, restated or amended and restated from time to time, this “Agreement”), is made by and among Nabors Energy Transition Corp., a Delaware corporation (“SPAC”), Vast Solar Pty Ltd, an Australian proprietary company limited by shares (the “Company”), NEPTUNE MERGER SUB, INC., a Delaware corporation and wholly owned direct subsidiary of the Company (“Merger Sub”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (solely with respect to Sections 5.20, 7.10(a) and 7.16), and Nabors Industries Ltd. (“Nabors”) (solely with respect to Sections 7.8(d) and 7.18).
Dated __________________________ 2023 Noteholder Support and Loan Termination Agreement between Vast Solar Pty Ltd (Company) and AgCentral Energy Pty Limited (Existing Noteholder)Termination Agreement • February 14th, 2023 • Vast Solar Pty LTD • Blank checks • New South Wales
This Deed witnesses that, for valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services • New York
This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated December 18, 2023, is made by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd) (“Vast”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Public Warrant Agreement (the “Existing Public Warrant Agreement”), dated November 16, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Public Warrant Agreement.
ContractMinor Supply Agreement • November 13th, 2023 • Vast Renewables LTD • Electric services • New South Wales
Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the Registrant treats as private or confidential. The Registrant hereby agrees to furnish an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses to the Commission upon request.
Subscription agreement for shares in Vast Solar Pty. Ltd. (ACN 136 258 574) by CT Investments Group Pty Limited (ACN 634 004 907)Subscription Agreement • November 13th, 2023 • Vast Renewables LTD • Electric services
ContractVast Renewables LTD • November 13th, 2023 • Electric services
Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the Registrant treats as private or confidential. The Registrant hereby agrees to furnish an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses to the Commission upon request.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services • New York
This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated December 18, 2023, is made by and among Nabors Energy Transition Corp., a Delaware corporation (the “Company”), Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd.) (“Vast”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Private Warrant Agreement (the “Existing Private Warrant Agreement”), dated November 16, 2021, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Private Warrant Agreement.
AMENDMENT NO. 1 TO BACKSTOP AGREEMENTBackstop Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services
This Amendment No. 1 (this "Amendment") to the Backstop Agreement, dated as of October 23, 2023 (the "Backstop Agreement"), by and among Vast Renewables Limited, an Australian public company limited by shares ("Vast" or "Issuer") and Nabors Lux 2 S.A.R.L., a société à responsabilité limitée registered in Luxembourg ("Nabors"), is dated as of December 8, 2023 (the "Effective Date"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Backstop Agreement.
ContractMaster Services and Collaboration Agreement • November 13th, 2023 • Vast Renewables LTD • Electric services
Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the Registrant treats as private or confidential. The Registrant hereby agrees to furnish an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses to the Commission upon request.
ContractVast Renewables LTD • April 25th, 2024 • Heating equipment, except electric & warm air furnaces
Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the Registrant treats as private or confidential. The Registrant hereby agrees to furnish an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses to the Commission upon request.
EXCLUSIVITY AND CONFIDENTIALITY AGREEMENTExclusivity and Confidentiality Agreement • October 23rd, 2023 • Vast Renewables LTD • Electric services • England and Wales
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, the Parties, intending to be legally bound, hereby agree as follows:
Twynam Agricultural Group Pty LimitedVast Renewables LTD • October 23rd, 2023 • Electric services
Note Purchase Agreement Vast Intermediate HoldCo Pty Ltd (ACN 671 982 666) Vast Renewables Limited (ACN 136 258 574) EDF Australia Pacific Pty Ltd (ACN 664 931 079)Note Purchase Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services
A Vast Parent has agreed to undertake the Merger and Listing (together, the Transaction) under the terms of the Business Combination Agreement.
Mr Colin Sussman, CFO Twynam Agricultural Group Pty Ltd [***] [***]Vast Renewables LTD • October 23rd, 2023 • Electric services
SERVICES AND COST REIMBURSMENT AGREEMENTServices and Cost Reimbursment Agreement • May 18th, 2023 • Vast Solar Pty LTD • Electric services
THIS SERVICES AND COST REIMBURSEMENT AGREEMENT (this “Agreement”) is effective as of February 14, 2023 (the “Effective Date”), by and between Nabors Corporate Services, Inc., a Delaware corporation (“Service Provider”), having a place of business at 515 W. Greens Road, Suite 1200, Houston, Texas, 77067, and Vast Solar Pty Ltd., a company registered under the laws of Australia (“Company”), having a place of business at 226-288 Liverpool Street, Darlinghurst NSW 2010 Australia. Nabors and Company are referred to collectively herein as the “Parties,” and each individually as a “Party.”
AgCentral Pty Ltd Directors [***] [***]Vast Renewables LTD • October 23rd, 2023 • Electric services
VAST SOLAR PTY LTD AND AGCENTRAL PTY LIMITED FUNDING AGREEMENT CONTENTSFunding Agreement • October 23rd, 2023 • Vast Renewables LTD • Electric services • New South Wales
VAST SOLAR MASTER SERVICES AND COLLABORATION AGREEMENT (Engineering Services)Vast Solar • October 23rd, 2023 • Vast Renewables LTD • Electric services
SERVICES Process, integration, design and technical engineering, procurement, risk management, project management and project controls as required to support the purpose defined in Recital C
JOINT DEVELOPMENT AND LICENSE AGREEMENTJoint Development and License Agreement • May 18th, 2023 • Vast Solar Pty LTD • Electric services • Texas
This Joint Development and License Agreement (the “Agreement”) is entered into as of February 14, 2023 (“Effective Date”) by and between Nabors Energy Transition Ventures LLC, a Delaware limited liability company having a place of business at 515 W. Greens Road, Suite 1200, Houston TX 77067, together with its direct and indirect Affiliates (as defined below) (collectively, “Nabors”), and Vast Solar Pty Ltd., a company formed under the laws of Australia, having a place of business at 226-288 Liverpool Street, Darlinghurst NSW 2010 Australia, together with its direct and indirect Affiliates (as defined below) (collectively, “Vast”), each referred to herein as a “Party” and collectively as the “Parties”.
VAST SOLAR EXCLUSIVE COLLABORATION AGREEMENT Products and ServicesExclusive Collaboration Agreement • October 23rd, 2023 • Vast Renewables LTD • Electric services
OBJECTIVES Adaptation and development of thermal storage systems and components so these products and services may be used in a Project where those products and services meet the Specifications required by the Project
Heliostat Manufacturing and Supply Agreement Binding Term SheetAnd Supply Agreement • October 23rd, 2023 • Vast Renewables LTD • Electric services
The binding terms set out below are those agreed between the Parties on 21 December 2018 concerning the manufacturing and supply arrangements that apply to the Projects and the Developed Technology (as defined below).
SIDE LETTER AGREEMENT December 14, 2023Letter Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services
This Letter Agreement (this “Letter Agreement”) is being entered into by and among Vast Renewables Limited, an Australian public company limited by shares (f/k/a Vast Solar Pty Ltd) (the “Company”), Nabors Lux 2 S.a.r.l., a Luxembourg private limited liability company (société à responsabilité limitée) (“Nabors Lux”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Nabors Energy Transition Corp., a Delaware corporation (“NETC”), and Nabors Corporate Services, Inc., a Delaware corporation (“Nabors Corporate”), to set forth certain agreements of the parties hereto related to the transactions contemplated by that certain (i) Business Combination Agreement, dated as of February 14, 2023, by and among NETC, the Company, Neptune Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company, the Sponsor (solely with respect to Sections 5.20, 7.10(a) and 7.16 thereto), and Nabors Industries Ltd. (solely with respect to Sections
EXCLUSIVE COLLABORATION AGREEMENT Products and ServicesVast Renewables LTD • October 23rd, 2023 • Electric services
OBJECTIVES Engineering, manufacturing and supply of Molten Salt Steam Generator(s), associated control system and solar receiver coating materials
This document is Confidential and shall not be distributed outside Vast Solar and sbps.Vast Renewables LTD • October 23rd, 2023 • Electric services
VAST SOLAR EXCLUSIVE COLLABORATION AGREEMENT Products and ServicesExclusive Collaboration Agreement • October 23rd, 2023 • Vast Renewables LTD • Electric services
OBJECTIVES Engineering and design adaptation of pump equipment to be used in a Project where those products and services meet the Specifications required by the Project
Joint Development AgreementJoint Development Agreement • December 22nd, 2023 • Vast Renewables LTD • Electric services • New South Wales
A Vast is a developer of concentrated solar thermal power technology and renewable energy and green fuels projects that utilise its proprietary modular tower CSP technology.
ContractFunding Agreement • October 23rd, 2023 • Vast Renewables LTD • Electric services • New South Wales
AgCentral Pty Ltd Attn: Mr. Colin Sussman [***] [***]Vast Renewables LTD • October 23rd, 2023 • Electric services
MASTER AGREEMENTMaster Agreement • October 23rd, 2023 • Vast Renewables LTD • Electric services
This MASTER AGREEMENT (this “Agreement”) is made as of this 19th day of October, 2023, by and among Vast Solar Pty Ltd, an Australian proprietary company limited by shares (“Vast”), Nabors Industries Ltd., a Bermuda exempted company (“Nabors”), Nabors Energy Transition Corp., a Delaware corporation (“SPAC”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Nabors Lux 2 S.a.r.l, a société à responsabilité limitée registered in Luxembourg (“Nabors Lux”), Neptune Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and AgCentral Energy Pty Limited, an Australian proprietary company limited by shares (“AgCentral”, and together with Nabors, SPAC, Sponsor, Nabors Lux, Merger Sub, and AgCentral, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Acquisition Agreement (defined below).
Twynam Agricultural Group Pty Limited ACN 000 573 213/ABN 12 000 573 213Vast Renewables LTD • October 23rd, 2023 • Electric services
TECHNOLOGICAL COOPERATION AGREEMENTTechnological Cooperation Agreement • October 23rd, 2023 • Vast Renewables LTD • Electric services
VAST SOLAR Pty Ltd, (hereinafter “VAST SOLAR”), an Australian Corporation, with its head registered office located at [***], represented by Mr. Andrew WANT, its Chief Executive Officer, duly entitled to commit VAST SOLAR;
Private and ConfidentialPrivate and Confidential • October 23rd, 2023 • Vast Renewables LTD • Electric services
We refer to the Share Sale and Purchase Agreement between 1414 Degrees Limited ACN 138 803 620 (14D or the Company), Vast Solar Aurora Pty Ltd ACN 660 141 168 (Vast Solar) and Vast Solar Pty. Ltd. ACN 136 258 574 dated 15 June 2022 (Agreement).
Colin Sussman AgCentral Pty Limited [***] [***]Vast Renewables LTD • October 23rd, 2023 • Electric services
Heliostat IP Agreement Binding Term SheetHeliostat Ip Agreement • October 23rd, 2023 • Vast Renewables LTD • Electric services
The binding terms set out below are those agreed between the Parties on 21 December 2018 concerning the intellectual property arrangements that apply to the CSP Technology Collaboration Agreement (as defined below).
