AMENDED AND RESTATED WARRANT AGREEMENT, dated as of June 10[ ], 20212024 (this “Agreement”), between Nabors Industries Ltd., a Bermuda exempted company (the “Company”), Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary,affiliate, Computershare Trust Company, N.A., a federally chartered trust company, collectively as Warrant Agent (the “Warrant Agent”) (each a “Party” and collectively, the “Parties”) amending and restating that certain Warrant Agreement dated as of June 10, 2021 among the Company and the Warrant Agent (the “Original Agreement”).
The Board of Directors has declared a distribution (the “Warrant Distribution”) to the holders of record of the Company’s common shares, par value $0.05 per share (the “Common Shares”), as of 5:00 P.M., New York City time, on June 4, 2021 (such date and time, the “Distribution Record Date”), in the form of warrants to purchase Common Shares. The Company desires to issueissued the warrants on the terms and conditions described in the Original Agreement, as amended herein (the “Warrants”) in satisfaction of the Warrant Distribution. Pursuant to the Warrant Distribution, each holder of record will receivereceived two-fifths of a Warrant (rounded down for any fractional Warrant) per Common Share as of the Distribution Record Date. The Warrants will bewere issued on June 11, 2021 (the “Issue Date”).
The Company, in accordance with the terms of the Agreement, solicited consents in order to amend and restate the Agreement. The solicited consents were successfully obtained on [__], 2024 at a special meeting of the holders of the Warrants. Following receipt of such consents, the Company executed this Agreement, amending and restating the Original Agreement.
The Company desires the Warrant Agent to act on behalf of the Company in connection with the issuance, registration, transfer, exchange, exercise and cancellation of the Warrants as provided herein, and the Warrant Agent is willing to so act.
Each Party hereto agrees for the benefit of the other Party and for the equal and ratable benefit of the registered holders of the Warrants (the “Holders”):
ARTICLE I
Definitions
SECTION 1.01.
Definitions.
“Affiliate” of any Person means any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person. For purposes hereof, “control” of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
“Aggregate Net Share Settlement Amount” means, a number of Warrant Shares equal to the Per Share Net Share Settlement Amount, (y) multiplied by the number of Warrants exercised as indicated in the Form of Election.
“AverageClosing Market Price” means the average of the VWAPs of the Common Shares for the five Trading Days ending two Trading Days before exercise of the Warrants, the VWAP on the trading date preceding the Exercise Date or, if such Exercise Date is a not a trading date, the VWAP on the preceding trading day.
“Beneficial Ownership” means ownership of Common Shares by a Person, determined in accordance with Section 382, which, for the avoidance of doubt, shall include any Common Shares such Person is treated as owning by reason of the application of the constructive ownership rules under Section 382 but shall not include any Common Shares underlying any unexercised Warrants. “Beneficially Owns” shall have a correlated meaning.
“Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board of Directors.
“Business Combination” means a merger, consolidation, amalgamation, statutory share exchange or similar transaction that requires the approval of the Company’s shareholders.
“Business Day” means each Trading Day that is not (i) a Saturday, (ii) a Sunday, or (iii) a day on which banking institutions are allowed by law, regulation or executive order to be closed in the State of New York.
“Calculation Agent” means ConvEx Capital Markets LLC, or such successor Person as may be appointed by the Company to serve as calculation agent for the Warrants.
