20FR12B

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 20-F

(Mark One) 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended _______

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: December 18, 2023

For the transition period from __________________________ to __________________________

Commission File Number: 001-41891

Vast Renewables Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English) Australia
(Jurisdiction of incorporation or organization)

226-230 Liverpool Street,
Darlinghurst, NSW 2010,
Australia 

(Address of principal executive offices)

Alec Waugh, General Counsel
226-230 Liverpool Street, 

Darlinghurst, NSW 2010, 

Australia 

+61 2 4072 2889
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Ordinary Shares, no par value	VSTE	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share	VSTEW	The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: As of December 18, 2023, the issuer had 29,291,884 ordinary shares outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No ¨

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Emerging growth company	x

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

¨   U.S. GAAP 

x  International Financial Reporting Standards as issued by the International Accounting Standards Board 

¨   Other 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ¨

table of contents

	Page
Explanatory Note	2
Cautionary Note Regarding Forward-Looking Statements	5
Part I	7
Item 1. Identity of Directors, Senior Management and Advisers	7
Item 2. Offer Statistics and Expected Timetable	7
Item 3. Key Information	7
Item 4. Information on the Company	8
Item 4A. Unresolved Staff Comments	8
Item 5. Operating and Financial Review and Prospects	8
Item 6. Directors, Senior Management and Employees	9
Item 7. Major Shareholders and Related Party Transactions	17
Item 8. Financial Information	19
Item 9. The Offer and Listing	19
Item 10. Additional Information	20
Item 11. Quantitative and Qualitative Disclosures About Market Risk	22
Item 12. Description of Securities Other Than Equity Securities	22
Part II	23
Part III	24
Item 17. Financial Statements	24
Item 18. Financial Statements	24
Item 19. Exhibits	24
Exhibit Index	24
Signature	31

1

Explanatory Note

On December 18, 2023 (the “Closing Date”), Vast Renewables Limited, an Australian public company limited by shares (“Vast” or the “Company”), consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of February 14, 2023, as amended as of October 19, 2023 (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), by and among the Company, Nabors Energy Transition Corp., a Delaware corporation (“NETC”), Neptune Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Vast (“Merger Sub”), Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “NETC Sponsor”) (solely with respect to Sections 5.20, 7.10(a) and 7.16 thereto), and Nabors Industries Ltd. (“Nabors”) (solely with respect to Sections 7.8(d) and 7.18 thereto), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub merged with and into NETC (the “Merger”), with NETC continuing as the surviving corporation and a wholly owned direct subsidiary of Vast (the “Surviving Corporation”).

Immediately prior to the effective time of the Merger (the “Effective Time”):

● Vast caused all outstanding shares granted under its Management Equity Plan Deed dated on or around July 30, 2020, as amended on February 14, 2023 (the “MEP Deed” and, such shares, the “MEP Shares”), to be settled by way of a conversion and subdivision of those MEP Shares into ordinary shares in Vast (each, an “Ordinary Share”) in accordance with the MEP Deed and Vast’s Management Equity Plan De-SPAC Side Deed, dated on or around February 14, 2023 (the “MEP De-SPAC Side Deed” and such conversion and subdivision, the “MEP Share Conversion”), and after the MEP Share Conversion, all of the MEP Shares will no longer be outstanding and will cease to exist, and each holder of MEP Shares will thereafter cease to have any rights with respect to such MEP Shares;

● AgCentral Energy Pty Ltd. (“AgCentral”) caused (i) all of the outstanding convertible promissory notes issued by Vast held by AgCentral and (ii) all of the principal outstanding and accrued interest under each loan agreement between Vast and AgCentral to be converted into Ordinary Shares (collectively, the “Existing AgCentral Indebtedness Conversion”), in each case, pursuant to the terms of that certain Noteholder Support and Loan Termination Agreement, dated as of February 14, 2023, by and between Vast and AgCentral; and

● Vast caused a conversion of Ordinary Shares (whether by way of subdivision or consolidation) (the “Split Adjustment”), to occur immediately following the MEP Share Conversion and the Existing AgCentral Indebtedness Conversion, whereby the aggregate number of Ordinary Shares outstanding immediately following the Split Adjustment and immediately prior to the Effective Time was 20,500,000 Ordinary Shares.

At the Effective Time, by virtue of the Merger and without any action on the part of NETC, Vast, Merger Sub or any of the holders of any of their securities, the following events took place simultaneously:

● all shares of NETC Class A common stock, par value $0.0001 per share (the “NETC Class A Common Stock”), NETC Class B common stock, par value $0.0001 per share (the “NETC Class B Common Stock”), and NETC Class F common stock, par value $0.0001 per share (the “NETC Class F Common Stock” and together with the NETC Class B Common Stock and the NETC Class A Common Stock issued upon conversion of the NETC Class B Common Stock, the “Founder Shares”), held in the treasury of NETC were cancelled without any conversion thereof and no payment or distribution was made with respect thereof;

● (i) each share of NETC Class A Common Stock (other than the Redemption Shares (as defined below)) issued and outstanding immediately prior to the Effective Time were exchanged for a number of Ordinary Shares equal to the Exchange Ratio (as defined below), (ii) the shares of NETC Class F Common Stock and the shares of NETC Class B Common Stock issued and outstanding and held by NETC Sponsor or its transferees (based on a transfer following the date of the Business Combination Agreement) immediately prior to the Effective Time were collectively exchanged for 2,825,000 validly issued and fully paid Ordinary Shares, (iii) each share of NETC Class B Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time were exchanged for a number of Ordinary Shares equal to the Exchange Ratio, and (iv) each share of NETC Class F Common Stock issued and outstanding and not held by NETC Sponsor or its transferees immediately prior to the Effective Time were exchanged for a number of Ordinary Shares equal to the Exchange Ratio, in each case, after giving effect to the Split Adjustment (collectively, the “Per Share Merger Consideration”) and thereafter, each share of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock was automatically cancelled and ceased to exist and each holder of NETC Class A Common Stock, NETC Class F Common Stock and NETC Class B Common Stock ceased to have any rights with respect thereto except the right to receive the Per Share Merger Consideration (other than pursuant to and in accordance with that certain letter agreement, dated as of February 14, 2023, by and among NETC, NETC Sponsor, Vast, Nabors Lux and NETC’s independent directors ( as amended on October 19, 2023, the “Support Agreement”));

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● each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and constitutes the only outstanding shares of capital stock of the Surviving Corporation as of immediately after the Effective Time; and

● Vast assumed (i) the Private Warrant Agreement, dated as of November 16, 2021, by and between NETC and Continental Stock Transfer & Trust Company, as warrant agent (the “Original Private Warrant Agreement”) by virtue of the private warrant assignment, assumption and amendment agreement, dated as of December 18, 2023, by and among the Company, NETC and Continental Stock Transfer & Trust Company, as warrant agent (the Original Private Warrant Agreement, as amended by the private warrant assignment, assumption and amendment agreement, the “Private Warrant Agreement”) , and (ii) the Public Warrant Agreement, dated as of November 16, 2021, by and between NETC and Continental Stock Transfer & Trust Company, as warrant agent (the “Original Public Warrant Agreement,” and together with the Original Private Warrant Agreement, the “NETC Warrant Agreements”) by virtue of the public warrant assignment, assumption and amendment agreement, dated as of December 18, 2023, by and among the Company, NETC and Continental Stock Transfer & Trust Company, as warrant agent (the Original Public Warrant Agreement, as amended by the public warrant assignment, assumption and amendment agreement, the “Public Warrant Agreement”), and each warrant granted under the NETC Warrant Agreements (the “NETC Warrants”) then outstanding and unexercised automatically, without any action on the part of its holder, converted into a warrant to acquire Ordinary Shares (each such warrant issued under the Private Warrant Agreement, a “Vast Private Warrant,” each such warrant issued under the Public Warrant Agreement, a “Vast Public Warrant” and the Vast Private Warrants and the Vast Public Warrants collectively, the “Vast Warrants”). Each Vast Warrant is subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding NETC Warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination.

“Exchange Ratio” means one (1).

Each share of NETC Class A Common Stock issued and outstanding immediately prior to the Effective Time with respect to which a NETC stockholder validly exercised its redemption rights (the “Redemption Shares”) was not entitled to receive the Per Share Merger Consideration and was converted immediately prior to the Effective Time into the right to receive from NETC, in cash, an amount per share calculated in accordance with such stockholder’s redemption rights.

Moreover, certain other related agreements were entered into in connection with the Business Combination, including the Notes Subscription Agreements, the Equity Subscription Agreements, the Nabors Backstop Agreement, the Shareholder and Registration Rights Agreement, the Support Agreement, the Noteholder Support and Loan Termination Agreement, the MEP Deed, MEP De-SPAC Side Deed, the Services Agreement, the Development Agreement and the October Notes Subscription Agreement, each as described in the Company’s Registration Statement on Form F-4 (333-272058), as amended, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 18, 2023 and declared effective on November 21, 2023 (the “Form F-4”), under the headings “Summary Term Sheet” and “The Business Combination Agreement and Related Agreements,” which are incorporated herein by reference, as well as the EDF Note Purchase Agreement, the JDA, the Parent Company Guarantee, the Nabors Backstop Agreement Amendment and the Nabors Backstop Loan each as described in the Company’s prospectus supplement to the Form F-4 filed on December 8, 2023 (the “Prospectus Supplement”) under the heading “Recent Developments,” which are incorporated herein by reference. See also “Item 10. Additional Information— Material Contracts,” elsewhere in this Report (as defined below).

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The transaction was unanimously approved by the board of directors of NETC and was approved at the special meeting of NETC’s stockholders held on December 13, 2023 (the “Special Meeting”). NETC’s stockholders also voted to approve all other proposals presented at the Special Meeting. Also on December 13, 2023, Capital Airport Group (“CAG”), committed to invest an additional $2.0 million in Ordinary Shares. This was in addition to CAG’s previously announced $5.0 million commitment. CAG and Vast agreed that CAG’s purchase of Class A common stock of NETC from existing NETC stockholders who previously elected to redeem their shares in connection with the business combination and whose redemption election would be reversed would count towards satisfying CAG’s capital commitments. CAG satisfied its aggregate $7.0 million commitment by purchasing shares of Class A common stock of NETC from existing NETC stockholders who previously elected to redeem their shares in connection with the business combination and causing the redemption elections to be reversed. In connection with CAG’s investment, CAG also received an additional 129,911 Ordinary Shares of Vast at the closing of the Business Combination.

On December 18, 2023, Guggenheim Securities, LLC (“Guggenheim Securities”), financial advisor to NETC in the Business Combination, agreed to amend its engagement letter with NETC to provide that Guggenheim Securities would receive $1,750,000 in cash and 171,569 Ordinary Shares as consideration for its services pursuant to its engagement letter.

At the Effective Time, Vast issued:

● An aggregate of 804,616 Ordinary Shares upon conversion of shares of NETC Class A Common Stock to the holders thereof;

● An aggregate of 3,000,000 Ordinary Shares upon conversion of Founder Shares to the holders thereof;

● An aggregate of 1,500,000 Ordinary Shares to former members of NETC Sponsor as acceleration of a portion of the Sponsor Earnback Shares, pursuant to the Nabors Backstop Agreement;

● 350,000 Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement;

● An aggregate of 1,250,014 Ordinary Shares upon conversion of Senior Convertible Notes held by AgCentral and Nabors Lux;

● An aggregate of 1,715,686 Ordinary Shares to AgCentral and Nabors Lux pursuant to their respective Equity Subscription Agreements; and

● 171,569 Ordinary Shares to Guggenheim Securities pursuant to its amended engagement letter with NETC.

As a result of the Business Combination, NETC became a wholly-owned direct subsidiary of the Company. On December 19, 2023, the Ordinary Shares and public Vast Warrants (as defined below) commenced trading on the Nasdaq Stock Market, or “Nasdaq,” under the symbols “VSTE” and “VSTEW,” respectively.

Except as otherwise indicated or required by context, references in this Shell Company Report on Form 20-F (including information incorporated by reference herein, this “Report”) to (i) “we,” “us,” “our,” “Company” or “Vast” refer to Vast Renewables Limited, an Australian public company limited by shares, and its consolidated subsidiaries, (ii) “$,” “US$,” “USD” and “dollars” mean U.S. dollars and (iii) “A$” and “AUD” mean Australian dollars.

Certain amounts that appear in this Report may not sum due to rounding.

4

Cautionary Note Regarding Forward-Looking Statements

This Report and the documents incorporated by reference herein include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Vast’s or NETC’s views, as applicable, with respect to, among other things, their respective capital resources, portfolio performance and results of operations. Likewise, all of Vast’s statements regarding anticipated growth in its operations, anticipated market conditions, demographics and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “anticipates” “approximately,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “seeks,” “should,” “will” or the negative version of these words or other comparable words or phrases.

Forward-looking statements contained in this Report reflect Vast’s or NETC’s views, as applicable, about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Neither Vast nor NETC guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

● risks relating to the lack of projected financial information with respect to Vast;

● Vast’s ability to successfully commercialize its operations;

● Vast’s ability to obtain new and maintain existing funding from government grants;

● general economic uncertainty;

● the effects of the COVID-19 pandemic;

● the volatility of currency exchange rates;

● Vast’s ability to obtain and maintain financing arrangements on attractive terms;

● Vast’s ability to manage growth;

● Vast’s ability to maintain the listing of Vast’s securities on Nasdaq or any other national exchange;

● risks related to the rollout of Vast’s business and expansion strategy;

● overall demand for solar energy and/or fuels and the potential for reduced demand if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated;

● the possibility that Vast’s technology and products could have undetected defects or errors;

● the effects of competition on Vast’s future business;

● potential disruption in Vast’s employee retention as a result of the Business Combination;

● the impact of and changes in governmental regulations or the enforcement thereof, tax laws and rates, accounting guidance and similar matters in regions in which Vast operates or will operate in the future;

● potential litigation, governmental or regulatory proceedings, investigations or inquiries involving Vast or NETC including in relation to the Business Combination;

● the effectiveness of Vast’s internal controls and its corporate policies and procedures;

● changes in personnel and availability of qualified personnel;

● environmental uncertainties and risks related to adverse weather conditions and natural disasters;

● potential write-downs, write-offs, restructuring and impairment or other charges required to be taken by Vast;

● the possibility that the NETC board’s valuation of Vast was inaccurate, including the failure of NETC’s diligence review to identify all material risks associated with the Business Combination;

● the limited experience of certain members of Vast’s management team in operating a public company in the United States;

5

● significant business disruptions resulting from natural or other disasters (including, but not limited to, health emergencies such as pandemics or epidemics, acts of war (including, but not limited to the war between Ukraine and Russia) or terrorism);

● the volatility of the market price and liquidity of Vast Ordinary Shares and other securities of Vast; and

● other risks and uncertainties, including those listed under the section titled “Risk Factors”

While forward-looking statements reflect Vast’s and NETC’s good faith beliefs, as applicable, they are not guarantees of future performance. Vast and NETC disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this Report, except as required by applicable law. For a further discussion of these and other factors that could cause Vast’s or NETC’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” of this Report and the section entitled “Risk Factors” of the Form F-4. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

6

Part I

Item 1. Identity of Directors, Senior Management and Advisers

A. Directors and Senior Management

The directors and executive officers of the Company as of the date of this Report are set forth in Item 6.A of this Report. The business address for each of the Company’s directors and executive officers is 226-230 Liverpool Street, Darlinghurst, NSW 2010, Australia.

B. Advisers

White & Case LLP has acted as U.S. securities counsel for and continues to act as U.S. securities counsel for the Company following the completion of the Business Combination.

Gilbert + Tobin has acted as counsel for the Company with respect to Australian law and continues to act as counsel for the Company with respect to Australian law following the completion of the Business Combination.

C. Auditors

Ham, Langston & Brezina, LLP has acted as NETC’s independent registered public accounting firm as of September 30, 2023, December 31, 2022 and December 31, 2021, and for nine months ended September 30, 2023, the year ended December 31, 2022 and the period from March 31, 2021 (inception) through December 31, 2021.

PricewaterhouseCoopers has acted as Vast’s independent registered public accounting firm as of June 30, 2023 and June 30, 2022, and for the years then ended.

PricewaterhouseCoopers has acted as SiliconAurora Pty Ltd’s independent auditor as of June 30, 2023 and June 30, 2022, and for the years then ended.

Following the Business Combination, we intend to retain PricewaterhouseCoopers as the Company’s independent registered public accounting firm.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. [Reserved]

B. Capitalization and Indebtedness

The following table sets forth the capitalization of the Company on an unaudited pro forma combined basis as of June 30, 2023, after giving effect to the Business Combination:

Pro Forma Combined	As of June 30, 2023 (in thousands)
Cash and cash equivalents	$	19,847
Total indebtedness		17,875
Equity
Issued capital		294,352
Reserves		3,285
Accumulated losses		(300,710	)
Total equity		(3,073	)
Total capitalization	$	14,802

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The risk factors associated with the Company are described in the Form F-4 under the heading “Risk Factors,” which information is incorporated herein by reference.

7

Item 4. Information on the Company

A. History and Development of the Company

Vast is an Australian public company limited by shares incorporated on March 27, 2009. For further information on the Business Combination, see “Explanatory Note” above. The history and development of the Company and the material terms of the Business Combination are described in the Form F-4 under the headings “Summary Term Sheet,” “The Business Combination,” “The Business Combination Agreement and Related Agreements,” “Business of Vast and Certain Information About Vast” and “Description of Vast Securities,” and in the Prospectus Supplement under the heading “Recent Developments,” each of which are incorporated herein by reference.

The Company’s registered office and principal executive office is 226-230 Liverpool Street, Darlinghurst, NSW 2010, Australia. The Company’s principal website address is https://www.vast.energy/. We do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is http://www.sec.gov.

B. Business Overview

A description of the Company’s business is included in the Form F-4 under the headings “Business of Vast and Certain Information About Vast” and “Vast’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” and supplemented in the Prospectus Supplement under the heading “Recent Developments,” each of which are incorporated herein by reference. Also see “Explanatory Note” above, which is incorporated herein by reference.

C. Organizational Structure

Upon consummation of the Business Combination, NETC became a wholly-owned direct subsidiary of the Company. The following diagram illustrates the structure of the Company immediately following the Business Combination;

  

D. Property, Plants and Equipment

Information regarding Vast’s property, plants and equipment is described in the Form F-4 under the heading “Business of Vast and Certain Information About Vast—Facilities,” which information is incorporated herein by reference.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

The discussion and analysis of the financial condition and results of operation of the Company is included in the Form F-4 under the heading “Vast’s Management’s Discussion and Analysis of Financial Condition and Results of Operation,” and supplemented in the Prospectus Supplement under the heading “Recent Developments,” which information are incorporated herein by reference. Also see “Explanatory Note” above, which is incorporated herein by reference.

8

Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

Directors and Executive Officers

The executive officers and directors of Vast are:

Name	Age	Position
Craig Wood	46	Chief Executive Officer and Director
Marshall (Mark) D. Smith	63	Chief Financial Officer
Kurt Drewes	50	Chief Technology Officer
Alec Waugh	57	General Counsel
Sue Opie	56	Chief People Officer
Colleen Calhoun	57	Director
William Restrepo	63	Director
Colin Richardson	62	Director
John Yearwood	64	Director

Executive Officers

Craig Wood, CEO, joined Vast in September 2015, after having worked at leading Australian private equity firm Archer Capital from May 2004 to August 2012 as an Investment Director before joining portfolio company Brownes Dairy in September 2012 as CFO and then Interim CEO until March 2015. Mr. Wood began his career in energy in Lehman Brothers’ New York Power and Utilities Group from September 2002 until February 2004 and, prior to that as an engineer in the oil and gas industry from November 1998 to September 1999. Mr. Wood graduated with BEng (Mechanical Hons) and BSc (IT) degrees from the University of Western Australia in 1998, a MA from Oxford University in 2001 where he studied as a Rhodes Scholar, and a MSc (Finance) from London Business School in 2002.

Marshall (Mark) D. Smith, Chief Financial Officer, joined Vast in September 2023, and is a highly accomplished senior executive with demonstrated performance in all aspects of the energy industry, including operations, capital allocation, strategic planning, business development, corporate finance, capital markets, M&A, IPOs, turnarounds, and restructuring. Most recently, Mark served as Chief Financial Officer for a Texas-based privately held oil and gas company, from September 2021 to September 2023. Prior to that, Mr. Smith served as Chief Financial Officer and Corporate Secretary of Guidon Energy, Blackstone’s largest energy-focused investment from September 2020 to May 2021. Prior to Guidon, from July 2014 to August 2020, he first served as Senior Executive Vice President and Chief Financial Officer, California Resources at Occidental Petroleum Corporation prior to its spin-off, where he was selected to serve as “second in command” for the spin-off/IPO of its California business in a tax-free distribution to shareholders, and following the spin-off, he served as Senior Executive Vice President and Chief Financial Officer at California Resources Corporation and served on the Executive Committee, Compliance Committee, Reserves Committee, and Disclosure Committee. Prior to Occidental Petroleum, Mr. Smith served as Senior Vice President and Chief Financial Officer for Ultra Petroleum Corporation and chairman of its international finance subsidiary. Before Ultra Petroleum, Mr. Smith was Vice President, Business Development at J.M. Huber Energy. Earlier in his career, Mark served as Managing Director, Investment Banking at Nesbitt Burns Securities Inc. (now BMO Capital Markets) and was appointed to the board of Nesbitt Burns Securities, and prior to that, he held various positions, including Director, Energy Group at Bank of Montreal. Mr. Smith holds an MBA, Finance (summa cum laude) from Oklahoma City University and a BS in Petroleum Engineering (Distinguished Scholar) from University of Oklahoma. He is member and past chairman, Advisory Board, University of Oklahoma Mewbourne School of Petroleum Engineering and a member of numerous boards, including the Muscular Dystrophy Association, where he serves on the Executive Committee and is chairman of the Audit Committee.

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Kurt Drewes, Chief Technology Officer, is a seasoned CSP engineer with broad experience and joined Vast in July 2017. He has held positions in manufacturing, design, construction, operations and commercial management utilizing linear Fresnel, parabolic trough and central tower technologies and has worked in CSP in countries including Germany, Spain, South Africa, Morocco and Australia. Mr. Drewes joined Vast from ACWA Power where he was Project Director at the ACWA Solar Reserve Redstone CSP project in South Africa and Technical Advisor on the Noor 3 project in Morocco from November 2015 to June 2017. Prior to that, Mr. Drewes led the Owner’s Team of Abengoa Solar’s Khi Solar One project in South Africa from June 2013 to October 2015. Mr. Drewes was promoted to Global Head of Production at Novatec Solar in Germany, where he worked from July 2011 to May 2013, following his leadership as Operations Manager at Novatec’s CSP plant from June 2008 to June 2011, located in Murcia in Spain. Mr. Drewes earned his Mechanical Engineering degree from the University of Witwatersrand, South Africa in 1994 and an MBA from the University of Cape Town in 1999.

Alec Waugh, General Counsel, joined Vast in October 2015 and has over eleven years’ experience in working closely with private equity owned businesses and over 20 years total experience working with a range of multinational businesses. His extensive experience as a commercial and legal advisor has been across a wide range of food, agriculture, services and manufacturing businesses including seven years in his present role as General Counsel of Zip Water (a member of the Culligan Group) from, May 2015 to the current date (the last four years as General Counsel and Company Secretary) and General Counsel of Brownes Foods for four years, from March 2011 to September 2015. Prior to these roles he spent six years with the Fonterra Co-operative Group, from September 2003 to December 2009 and four years with Campbells/Arnott’s, from February 1998 to June 2002. Mr. Waugh has been working with Vast providing legal and strategic commercial support as the General Counsel and member of the executive leadership team. Mr. Waugh has a hands-on approach with providing his advice and counsel and is closely engaged with all members of Vast commercial team. While responsible for providing general legal support and commercial guidance to Vast, Mr. Waugh has played a critical role in the development of Vast’s IP strategy and portfolio, its commercial strategy and also its overall approach to risk management and compliance. Mr. Waugh has been admitted as a solicitor since 1998 and received a Diploma in Law (SAB), from Sydney University in 1997.

Sue Opie, Head of People, joined Vast in December 2019, and has 25 years HR strategic, project and operational experience. Before joining Vast, her career spanned across healthcare, pharmaceutical, manufacturing, hospitality, FMCG and Industrial sectors. From 2017, Ms. Opie was an HR advisor for small to medium sized companies, working with Executive and management teams to develop HR strategy, deliver HR operational services, be a facilitator for the Company's vision, lead transformational change, build leadership capability, drive a performance culture and enhance employee engagement. Prior to her consulting career, Ms Opie was Head of HR for HealthCare (2012 – 2017), an Australian private hospital group of 17 hospitals and HR Director for Inova Pharmaceuticals (2006 – 2012), providing HR leadership for the APAC and South Africa regions. Ms Opie's HR career commenced with 3M Australia (1993 – 2002). Ms. Opie has a career track record building a healthy company culture through the design and implementation of HR strategic plans aligned to the Company vision and business goals and leading transformational change in fast and agile business environments. Ms Opie holds a B. Science Psychology (Hons) from the University of NSW in 1988 and Masters of Management from Macquarie Graduate School of Management in 1996.

Directors

Colleen Calhoun was a member of the NETC Board. Ms. Calhoun has served as Operating Partner at The Engine, an investment firm focusing on climate change human health and advanced systems and infrastructure, since April 2023. Ms. Calhoun previously served as Vice President of Spruce Power (formerly known as XL Fleet) (NYSE: SPRU), a provider of fleet electrification solutions, and General Manager of XL Grid, a division of Spruce Power, from January 2021 to February 2023. Prior to this, Ms. Calhoun served as Founder and Principal Advisor at Helios Consulting, LLC from November 2019 to December 2020. Ms. Calhoun spent twenty-five years at GE across several roles at the company, including Chief Marketing Officer and Head of Business Development (August 2018 to October 2019) and Head of Business Development and Partnerships (January 2016 to August 2018) at GE Current, a leading provider of energy efficiency and digital productivity solutions for commercial buildings and cities, where she was instrumental in the divesture of the business from GE in 2019; Global Senior Director of Energy Ventures at GE Ventures (January 2013 to December 2015); Executive Director, Marketing, Strategy and Project Development at GE Power & Water (October 2010 to December 2012); and Managing Director, Global Growth Markets at GE Energy Financial Services (January 2006 to September 2010). Ms. Calhoun is presently a member of the board of directors at Nabors Energy Transition Corp. II (NYSE: NETD) and Quaise, Inc. and served on the board of directors of Evergreen Climate Innovations (formerly known as Clean Energy Trust) until February 2023. She also previously served on the Advisory Board at NYSERDA REV Connect.

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William J. Restrepo was NETC’s Chief Financial Officer. Mr. Restrepo has served as Chief Financial Officer of Nabors Energy Transition Corp. II since April 2023. He has served as Chief Financial Officer of Nabors since March 2014. Mr. Restrepo previously served as Chief Financial Officer at Pacific Drilling S.A. from February 2011 to February 2014. He also previously served as Chief Financial Officer at Seitel from 2005 to 2009, and at Smith from 2009 to 2010 until its merger with Schlumberger Limited. Prior to that, from 1985 to 2005, Mr. Restrepo served in various senior strategic, financial and operational positions for Schlumberger Limited, including operational responsibility for all product lines in the Continental Europe and Arabian Gulf markets, as well as senior financial executive roles in Corporate Treasury and worldwide controller positions with international posts in Europe, South America and Asia. From 2018 to 2021, Mr. Restrepo served on the board of Reelwell AS, a Norwegian-based provider of advanced drilling technology. He served on the board of SANAD (Nabors’ joint venture with Saudi Aramco) from 2017 to 2020, and previously served on the boards of directors of C&J Energy Services Ltd. from 2015 to 2017, Probe Technology Services from 2008 to 2016, and Platinum Energy Solutions, Inc. from 2012 to 2013. Mr. Restrepo holds a B.A. in Economics and an M.B.A, both from Cornell University, as well as a B.S. in Civil Engineering from the University of Miami.

Colin Richardson, is a Managing Director at MA Financial Australia. Mr. Richardson has over three decades of investment banking experience advising clients on mergers and acquisitions and strategic advisory transactions across a variety of industries. Mr. Richardson was previously a Managing Director at Rothschild, a Managing Director and Head of M&A for Australia and New Zealand at Citigroup and a Managing Director in M&A at Deutsche Bank. Prior to joining Deutsche Bank, Mr. Richardson worked at SG Hambros, formerly known as Hambros Bank, in Australia and London. He served on the Board of Hockey NSW for three years, followed by three years on the Board of Hockey Australia. He was also the inaugural Chair of Hockey 1, which is Australia’s premier domestic hockey competition. Currently, Mr. Richardson serves as Managing Director at MA Financial Group and Chairman of MA Money, a residential mortgage origination company within the MA Financial Group. Mr. Richardson sits on various investment committees for funds manage by MA Financial Group. Mr. Richardson also holds positions on the boards of various Twynam Group Companies. Mr. Richardson holds a B.A. from Hull University.

John Yearwood was a member of the NETC Board. Mr. Yearwood currently serves on the board of directors of Nabors, TechnipFMC plc, Sheridan Production Partners, Foro Energy LLC, Bazean LLC, and Coil Tubing Partners LLC. He previously served on the boards of Sabine Oil & Gas, LLC until August 2016, Premium Oilfield Services, LLC until April 2017, and Dixie Electric LLC until November 2018. Until August 2010, he served as the Chief Executive Officer, President and Chief Operating Officer of Smith International, Inc. (“Smith”). He was first elected to Smith’s board of directors in 2006 and remained on the board until he successfully negotiated and completed the sale of Smith to Schlumberger Limited in August 2010. Mr. Yearwood has extensive experience in the energy industry, including throughout Latin America, Europe, North Africa and North America. Before joining Smith, Mr. Yearwood spent 27 years with Schlumberger Limited in numerous operations, management and staff positions throughout Latin America, Europe, North Africa and North America, including as President and in financial director positions. He also previously served as Financial Director of WesternGeco, a 70:30 joint venture between Schlumberger and Baker Hughes from 2000 to 2004. Mr. Yearwood received a B.S. Honors Degree in Geology and the Environment from Oxford Brookes University in England. Mr. Yearwood brings significant executive management experience and keen insight into strategic development initiatives, operations and Vast’s competitive environment to Vast’s board of directors.

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B. Compensation

Decisions regarding the executive compensation program will be made by the compensation committee of the Company’s board of directors. The Company intends to develop an executive compensation program that is designed to align compensation with business objectives and the creation of shareholder value, while enabling the Company to attract, retain, incentivize and reward individuals who contribute to its long-term success.

Information pertaining to the compensation of the directors and executive officers of the Company is set forth in the Form F-4 under the heading “Executive Compensation” which information is incorporated herein by reference.

C. Board Practices

Board Composition

The business and affairs of the Company are organized under the direction of its board of directors. The primary responsibilities of the board of directors of the Company are to provide oversight, strategic guidance, counseling and direction to management. The board of directors of the Company will meet on a regular basis and additionally as required.

In accordance with the terms of the constitution of the Company (the “Constitution”), the board of directors of the Company may establish the authorized number of directors from time to time by resolution, provided however that such number shall not be less than three (3). At least two of the directors must ordinarily reside in Australia. The board of directors of the Company currently consists of five (5) members. Each of the directors will continue to serve as a director until the appointment and qualification of his or her successor or until his or her earlier death, resignation or removal. Vacancies on the board of directors can be filled by resolution of the board of directors. The board of directors is divided into three classes, each serving staggered, three-year terms:

● the Class I directors are Colin Richardson, William Restrepo and Craig Wood and their terms will expire at the first annual general meeting;

● the Class II director is Colleen Calhoun and her term will expire at the second annual general meeting; and

● the Class III directors are John Yearwood and their terms will expire at the third annual general meeting.

As a result of the staggered board, only one class of directors will be appointed at each annual general meeting, with the other classes continuing for the remainder of their respective terms.

Independence of Directors

Subject to applicable phase-in rules and exemptions for foreign private issuers, Vast adheres to the rules of Nasdaq in determining whether a director is independent. The Vast Board has consulted, and will consult, with its counsel to ensure that its determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The listing standards of Nasdaq generally define an “independent director” as a person, other than an executive officer or employee of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The board of directors has determined that Colleen Calhoun and John Yearwood are be considered independent directors. Domestic issuers listed on Nasdaq are required to have a majority independent board no later than one year from the date on which it is first listed on Nasdaq and the independent directors are required to have regularly scheduled meetings at which only independent directors are present. However, as a foreign private issuer, Vast may elect to follow Australian practice, which does not require a majority independent board or that the independent directors have regularly scheduled meetings at which only independent directors are present. Vast currently relies on the “foreign private issuer exemption” from Nasdaq’s requirement that a majority of the Company board of directors be independent and only two of the five directors are considered to be independent directors

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Board Committees

Vast has a separately standing audit committee, compensation committee and nominating and corporate governance committee, each of which operate under a written charter.

Subject to phase-in rules and a limited exception, Nasdaq Listing Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee and nominating and corporate governance committee of a listed company be comprised solely of independent directors.

In addition, from time to time, special committees may be established under the direction of the Vast Board when the Vast Board deems it necessary or advisable to address specific issues. Copies of Vast’s committee charters are posted on Vast’s website, www.vast.energy, as required by applicable SEC and the Nasdaq Listing Rules. The information contained on, or that may be accessed through, NETC’s and Vast’s website is not part of, and is not incorporated into, this Report of which it forms a part.

Audit Committee

Vast has established an audit committee of the board of directors. Collen Calhoun, John Yearwood and Colin Richardson will serve as members and Colin Richardson is expected to serve as the chairperson of the audit committee. Under the Nasdaq Listing Rules and applicable SEC rules, Vast is required to have at least three members of the audit committee, all of whom must be independent, subject to the exception described below.

All members of Vast’s audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq Listing Rules. The board of directors has determined that Colin Richardson is an audit committee financial expert as defined by the SEC rules and is financially sophisticated as defined by the Nasdaq Listing Rules.

The board of directors has determined that Ms. Calhoun and Mr. Yearwood each meet the independent director standard under Nasdaq Listing Rules and under Rule 10-A-3(b)(1) of the Exchange Act, but Mr. Richardson does not. Vast will have one year from the date of its listing on Nasdaq to have its audit committee be comprised solely of independent members. Vast intends to identify one additional independent director to serve on the audit committee within one year of the date of its listing on Nasdaq, at which time Mr. Richardson will resign from the committee.

Audit Committee Role

The board of directors adopted an audit committee charter setting forth the responsibilities of the audit committee, which are consistent with the SEC rules and the Nasdaq Listing Rules. These responsibilities include:

● overseeing Vast’s accounting and financial reporting process;

● appointing, compensating, retaining, overseeing the work, and terminating the relationship with Vast’s independent registered public accounting firm and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for Vast;

● setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

● discussing with Vast’s independent registered public accounting firm any audit problems or difficulties and management’s response;

● pre-approving all audit and non-audit services provided to Vast by its independent registered public accounting firm (other than those provided pursuant to appropriate preapproval policies established by the audit committee or exempt from such requirement under the rules of the SEC);

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● reviewing and discussing Vast’s annual and quarterly financial statements with management and Vast’s independent registered public accounting firm;

● discussing Vast’s risk management policies;

● reviewing and approving or ratifying any related person transactions;

● reviewing management’s reports;

● discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;

● reviewing the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on Vast’s financial statements;

● assessing and monitoring risk exposures, as well as the policies and guidelines to risk management process;

● establishing procedures for the receipt, retention and treatment of complaints received by Vast regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by Vast’s employees of concerns regarding questionable accounting or auditing matters;

● periodically reviewing and reassessing the adequacy of the audit committee charter;

● periodically meeting with management, the internal audit team and the independent auditors, separately; and

● preparing any audit committee report required by SEC rules.

Compensation Committee

Vast has established a compensation committee of the board of directors. Colin Richardson and William Restrepo serve as members and William Restrepo serves as the chairperson of the compensation committee.

Domestic issuers listed on Nasdaq are required to have a compensation committee consisting of at least two members, each of whom must be independent. However, as a foreign private issuer, Vast is permitted, and has elected, to follow Australian practice, which does not require a compensation committee composed solely of independent directors.

Pursuant to the compensation committee charter, Vast’s compensation committee is responsible for, among other things:

● reviewing and approving corporate goals and objectives with respect to the compensation of Vast’s Chief Executive Officer, evaluating Vast’s Chief Executive Officer’s performance in light of these goals and objectives and setting Vast’s Chief Executive Officer’s compensation;

● reviewing and setting or making recommendations to Vast’s board of directors regarding the compensation of Vast’s other executive officers;

● reviewing and making recommendations to the Vast’s board of directors regarding director compensation;

● reviewing and approving or making recommendations to Vast’s board of directors regarding Vast’s incentive compensation and equity-based plans and arrangements; and

● appointing and overseeing any compensation consultants.

The compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

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Compensation Committee Interlocks and Insider Participation

No member of the compensation committee was at any time during fiscal year 2023, or at any other time, one of Vast’s officers or employees. None of Vast’s executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of Vast’s board of directors or member of Vast’s compensation committee.

Nominating and Corporate Governance Committee

Vast has established a nominating and corporate governance committee of the board of directors. Colleen Calhoun, Colin Richardson and William Restrepo are members and Colleen Calhoun serves as the chairperson of the nominating and corporate governance committee.

Pursuant to the nominating and corporate governance committee charter, Vast’s nominating and corporate governance committee is responsible for, among other things:

● identifying individuals qualified to become members of the Vast Board and ensure the Vast Board has the requisite expertise and consists of persons with sufficiently diverse and independent backgrounds;

● recommending to the Vast Board the persons to be nominated for election as directors and to each committee of the Vast Board;

● developing and recommending to the Vast Board corporate governance guidelines, and reviewing and recommending to the Vast Board proposed changes to our corporate governance guidelines from time to time; and

● overseeing the annual evaluations of the Vast Board, its committees and management.

Domestic issuers listed on Nasdaq are required to have a nominating and corporate governance committee consisting solely of independent directors or adopt a board resolution providing that director nominations will be voted on solely by independent directors. However, as a foreign private issuer, Vast is permitted, and has elected, to follow Australian practice, which does not require a nominating and corporate governance committee composed solely of independent directors.

Risk Oversight

Vast’s board of directors oversees the risk management activities designed and implemented by its management. Vast’s board of directors executes its oversight responsibility both directly and through its committees. Vast’s board of directors also considers specific risk topics, including risks associated with its strategic initiatives, business plans and capital structure. Vast’s management, including its executive officers, are primarily responsible for managing the risks associated with the operation and business of Vast and provide appropriate updates to the board of directors and the audit committee. Vast’s board of directors has delegated to the audit committee oversight of its risk management process, and its other committees also consider risk as they perform their respective committee responsibilities. All committees report to Vast’s board of directors as appropriate, including when a matter rises to the level of material or enterprise risk.

Code of Business Conduct and Ethics

Vast has adopted a Code of Conduct and Ethics and posted its Code of Conduct and Ethics on its website. Vast intends to post any amendments to or any waivers from a provision of its Code of Conduct and Ethics on its website, and also intends to disclose any amendments to or waivers of certain provisions of its Code of Conduct and Ethics in a manner consistent with the applicable rules or regulations of the SEC and Nasdaq.

Shareholder Communication with the Board of Directors

Vast shareholders and interested parties may communicate with the board of directors, any committee chairperson or the independent directors as a group by writing to the board of directors or committee chairperson in care of Vast, 226-230 Liverpool Street, Darlinghurst, NSW 2010, Australia, Attn.: Alec Waugh, General Counsel.

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Foreign Private Issuer Status

Vast is a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act. As a foreign private issuer Vast is permitted to comply with Australian corporate governance practices in lieu of the otherwise applicable Nasdaq Listing Rules, with limited exceptions, provided that it discloses the Nasdaq Listing Rules it does not follow and the equivalent Australian requirements with which it complies instead.

Vast relies on this “foreign private issuer exemption” with respect to the following requirements:

● Third Party Director and Nominee Compensation — Nasdaq Listing Rule 5250(b)(3) requires listed companies to disclose third party director and nominee compensation. As a foreign private issuer, however, Vast is permitted to, and follows home country practice in lieu of this requirement. Australian law and corporate governance practice do not require Vast to disclose third party director and nominee compensation.

● Distribution of Annual and Interim Reports — Nasdaq Listing Rule 5250(d) requires that annual and interim reports be distributed or made available to shareholders within a reasonable period of time following filing with the SEC. As a foreign private issuer, however, Vast is permitted to, and follows home country practice in lieu of this requirement. Australian law and corporate governance practice require Vast to prepare an annual audited consolidated annual report that includes its financial statements. That annual report must be lodged with ASIC within four months of the end of the financial year and presented to shareholders at an annual general meeting within five months of the end of the financial year. There is no requirement to distribute or make available an interim report.

● Independent Directors — Nasdaq Listing Rule 5605(b)(1) requires that at least a majority of a listed company’s board of directors be independent directors, and Nasdaq Listing Rule 5605(b)(2) requires that independent directors regularly meet in executive session, where only independent directors are present. As a foreign private issuer, however, Vast is permitted to, and follows home country practice in lieu of these requirements. Australian law and corporate governance practice do not require a majority of Vast’s board to be independent directors and do not require the independent directors to regularly meet in executive sessions, where only the independent directors are present.

● Compensation Committee Composition — Nasdaq Listing Rule 5605(d)(2) requires that a listed company’s compensation committee be comprised of at least two members, each of whom is an independent director as defined under such rule. As a foreign private issuer, however, Vast is permitted to, and follows home country practice in lieu of these requirements. Australian law and corporate governance practice do not require that the compensation committee be composed solely of independent directors.

● Director Nominations — Nasdaq Listing Rule 5605(e) requires that director nominees be selected or recommended for selection by the full board either by (A) independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate, or (B) a nominations committee comprised solely of independent directors. As a foreign private issuer, however, Vast is permitted to, and follows home country practice in lieu of these requirements. Australian law and corporate governance practice do not require that only independent directors participate in director nominations.

● Proxy Solicitation — Nasdaq Listing Rule 5620(b) requires companies that are not a limited partnership to solicit proxies and provide proxy statements for all meetings of shareholders and to provide copies of such proxy solicitation material to Nasdaq. As a foreign private issuer, however, Vast is permitted to, and follows home country practice in lieu of these requirements. Australian law and corporate governance practice do not require companies to solicit proxies or deliver proxy statements in connection with a meeting of shareholders.

● Quorum — Nasdaq Listing Rule 5620(c) sets out a quorum requirement of 33-1/3% of the outstanding shares of common voting stock. As a foreign private issuer, however, Vast is permitted to, and follows home country practice in lieu of these requirements. In accordance with Australian law and corporate governance practice, Vast’s Constitution provides that a quorum requires at least one-third of the voting power of the shares entitled to vote at a general meeting, which may not be in full compliance with Nasdaq Listing Rule 5620(c).

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● Shareholder Approval — Nasdaq Listing Rule 5635 requires companies to obtain shareholder approval before undertaking any of the following transactions:

● acquiring the stock or assets of another company, where such acquisition results in the issuance of 20% or more of Vast’s outstanding share capital or voting power;

● entering into any change of control transaction;

● establishing or materially amending any equity compensation arrangement; and

● entering into any transaction other than a public offering involving the sale, issuance or potential issuance by Vast of shares (or securities convertible into or exercisable for shares) equal to 20% or more of Vast’s outstanding share capital or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock.

As a foreign private issuer, however, Vast is permitted to, and follows home country practice in lieu of these requirements. In accordance with Australian law and corporate governance practice, shareholder approval is only necessary if a person, together with its associates, acquire a relevant interest in more than 20% of Vast’s shares at a time when Vast has more than 50 members.

Vast otherwise intends to comply with the rules generally applicable to U.S. domestic companies listed on Nasdaq. Vast may, however, in the future decide to rely upon the “foreign private issuer exemption” for purposes of opting out of some or all of the other corporate governance rules.

The comparison of the Australian and U.S. securities regulatory landscape set forth in the Form F-4 under the heading “Management of Vast After the Business Combination— Comparison of the Australian and U.S. Securities Regulatory Landscapes,” is incorporated herein by reference.

D. Employees

Information regarding Vast’s employees is described in the Form F-4 under the heading “Business of Vast and Certain Information About Vast—Human Capital,” which information is incorporated herein by reference.

E. Share Ownership

Ownership of the Company’s shares by its directors and executive officers upon consummation of the Business Combination is set forth in Item 7.A of this Report.

F. Disclosure of a registrant’s action to recover erroneously awarded compensation

None.

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of the date hereof by:

● each person known by us to be the beneficial owner of more than 5% of outstanding Ordinary Shares;

● each of our directors and executive officers; and

● all our directors and executive officers as a group.

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Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if that person possesses sole or shared voting or investment power over that security. A person is also deemed to be a beneficial owner of securities that person has a right to acquire within 60 days including, without limitation, through the exercise of any option, warrant or other right or the conversion of any other security. Such securities, however, are deemed to be outstanding only for the purpose of computing the percentage beneficial ownership of that person but are not deemed to be outstanding for the purpose of computing the percentage beneficial ownership of any other person. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

As of the date hereof, there are 29,291,884 Ordinary Shares issued and outstanding. This amount does not include 13,799,987 Ordinary Shares issuable upon the exercise of the public warrants of the Company, each exercisable at $11.50 for one Ordinary Share (the “Public Warrants”) or 13,730,000 private warrants of the Company, each exercisable at $11.50 for one Ordinary Share (the “Private Warrants” and, together with the Public Warrants, the “Warrants”), that remain outstanding following the Business Combination.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.

Beneficial Owners	Ordinary Shares		% of Total Ordinary Shares
Directors and Executive Officers(1)
Craig Wood		661,331		2.3	%
Marshall (Mark) D. Smith		—		—
Kurt Drewes		396,799		1.4	%
Alec Waugh		—		—
Sue Opie		—		—
Colleen Calhoun(2)		100,000		*
William Restrepo(3)		689,104		2.3	%
Colin Richardson		—		—
John Yearwood(4)		923,762		3.1	%
All directors and executive officers as a group (9 individuals)		2,770,996		9.1	%
Five Percent or More Shareholders
AgCentral Energy Pty Limited(5)		21,980,633		75.0	%
Anthony G. Petrello(6)		15,324,556		30.6	%
Nabors Lux 2 S.a.r.l.(7)		11,225,405		38.3	%

* Less than 1%.

(1) Unless otherwise indicated, the address of each person named herein is c/o Vast, 226-230 Liverpool Street, Darlinghurst, NSW 2010, Australia.

(2) Consists of 50,000 Ordinary Shares and 50,000 Ordinary Shares underlying Vast Private Warrants.

(3) Consists of 114,104 Ordinary Shares and 575,000 Ordinary Shares underlying Vast Private Warrants.

(4) Consists of 223,762 Ordinary Shares and 700,000 Ordinary Shares underlying Vast Private Warrants.

(5) Consists of 19,679,200 Ordinary Shares owned of record by AgCentral Energy Pty Limited and 2,301,433 Ordinary Shares held by former MEP Participants who, pursuant to the MEP De-SPAC Side Deed, granted to AgCentral Energy Pty Limited a proxy to vote 100% of their Ordinary Shares for a period of two years following the Effective Date, (ii) 66.7% of their Vast Ordinary Shares for a period of three years following the Effective Date and (iii) 33.3% of their Vast Ordinary Shares for a period of four years following the Effective Date, provided that, on the date that is six months following the Closing, each MEP Participant may, with 10 business days’ prior written notice to Vast, elect to dispose of $350,000 worth of such MEP Participant’s Ordinary Shares, subject to a limit of $2,000,000, in the aggregate, of dispositions by all MEP Participants thereunder and any Ordinary Shares so disposed would be released from the voting arrangement described herein.

(6) Consists of (i) 3,783,905 Ordinary Shares held of record by Nabors Lux 2 S.a.r.l., (ii) 799,151 Ordinary Shares held of record by The Entrust Group Inc., FBO Anthony G. Petrello, (iii) 7,441,500 Ordinary Shares underlying Vast Private Warrants held of record by Nabors Lux 2 S.a.r.l., (iv) 801,000 Ordinary Shares underlying Vast Private Warrants held of record by Remington SPAC W, LLC and (v) 2,499,000 Ordinary Shares underlying Vast Private Warrants held of record by Cynthia A. Petrello Revocable Trust. Nabors Lux 2 S.a.r.l. is a wholly owned subsidiary of Nabors Industries Ltd. Anthony G. Petrello is the Chairman, President and Chief Executive Officer of Nabors Industries Ltd. Mr. Petrello is Manager of Remington SPAC W, LLC. Mr. Petrello may be deemed to have or share beneficial ownership of the securities held directly by Nabors Lux 2 S.a.r.l., Remington SPAC W, LLC and Cynthia A. Petrello Trust. Mr. Petrello disclaims beneficial ownership of such securities except to the extent of his direct ownership. The business address of Mr. Petrello, Nabors Lux 2 S.a.r.l., Remington SPAC W, LLC and Cynthia A. Petrello Trust is 515 West Greens Road, Suite 1200, Houston, Texas 77067.

(7) Consists of 3,783,905 Ordinary Shares and 7,441,500 Ordinary Shares underlying Vast Private Warrants. The business address of Nabors Lux 2 S.a.r.l. is 515 West Greens Road, Suite 1200, Houston, Texas 77067.

B. Related Party Transactions

Information pertaining to the Company’s related party transactions is set forth in the Form F-4 under the headings “Certain Relationships and Related Transactions,” which information is incorporated by reference herein.

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C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

Financial Statements

See Item 18 of this Report for financial statements and other financial information.

Legal Proceedings

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not currently a party to any legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition and/or operations.

Dividend Policy

Subject to the Corporations Act, the Constitution and any special terms and conditions of issue, the Vast Directors may, from time to time, resolve to pay a dividend or declare any interim, special or final dividend as, in their judgement, the financial position of Vast justifies.

The Vast Directors may fix the amount, time and method of payment of the dividends. The payment, resolution to pay, or declaration of a dividend does not require any confirmation by a general meeting.

The Company has not paid any cash dividends on Ordinary Shares since the Business Combination and currently has no plan to pay cash dividends on such securities in the foreseeable future. The Company has not identified a paying agent.

B. Significant Changes

None.

Item 9. The Offer and Listing

A. Offer and Listing Details

Nasdaq Listing of Ordinary Shares and Warrants

Ordinary Shares and Public Warrants are listed on Nasdaq under the symbols “VSTE” and “VSTEW,” respectively. Holders of Ordinary Shares and Public Warrants should obtain current market quotations for their securities. There can be no assurance that the Ordinary Shares and/or Public Warrants will remain listed on Nasdaq. If the Company fails to comply with the Nasdaq listing requirements, the Ordinary Shares and/or Public Warrants could be delisted from Nasdaq. In particular, Nasdaq requires us to have at least 400 total holders of Ordinary Shares. A delisting of the Ordinary Shares or Public Warrants will likely affect the liquidity of the Ordinary Shares or Public Warrants and could inhibit or restrict the ability of the Company to raise additional financing.

Lock-up Period

Information regarding the lock-up restrictions applicable to the Ordinary Shares and Vast Warrants held by the parties to the Shareholders and Registration Rights Agreement and the holders of Ordinary Shares received upon settlement of MEP Shares is included in the Form F-4 under the heading “NETC Special Meeting—Certain Information Relating to Vast—Restrictions on Resales” and is incorporated herein by reference.

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Warrants

Upon the completion of the Business Combination, there were 27,529,987 Vast Warrants outstanding. The Vast Warrants, which entitle the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, will become exercisable 30 days after the completion of the Business Combination. The Vast Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation in accordance with their terms.

B. Plan of Distribution

Not applicable.

C. Markets

Ordinary Shares and Vast Public Warrants are listed on Nasdaq under the symbols “VSTE” and “VSTEW,” respectively. Holders of Ordinary Shares and Vast Public Warrants should obtain current market quotations for their securities. There can be no assurance that the Ordinary Shares and/or Vast Public Warrants will remain listed on Nasdaq. If the Company fails to comply with the Nasdaq listing requirements, the Ordinary Shares and/or Vast Public Warrants could be delisted from Nasdaq. In particular, Nasdaq requires us to have at least 400 total holders of Ordinary Shares. A delisting of the Ordinary Shares or Vast Public Warrants will likely affect the liquidity of the Ordinary Shares or Vast Public Warrants and could inhibit or restrict the ability of the Company to raise additional financing.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

A. Share Capital

Information regarding our securities is included in the Form F-4 under the section titled “Description of Vast Securities” and is incorporated herein by reference.

As of the date hereof, and after closing of the Business Combination, there are 29,291,884 Ordinary Shares issued and outstanding. Upon the completion of the Business Combination, there were 27,529,987 Vast Warrants outstanding, of which 13,799,987 are Vast Public Warrants and 13,730,000 are Vast Private Warrants. The Vast Warrants, which entitle the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, will become exercisable 30 days after the completion of the Business Combination. The Vast Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation in accordance with their terms.

In addition, pursuant to the EDF Note Purchase Agreement, Vast Intermediate HoldCo Pty Ltd issued to EDF Australia Pacific Pty Ltd. a convertible note for Euro 10 million ($10,922,120 on December 18, 2023), the principal and interest of which is convertible into Ordinary Shares at a rate of $10.20, subject to certain conditions as outlined in the section of the Prospectus Supplement entitled “Recent Developments,” which information is incorporated by reference herein.

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B. Memorandum and Articles of Association

The Constitution of the Company effective as of October 19, 2023 is filed as Exhibit 1.1 to this Report. The description of the Constitution is included in the Form F-4 under the heading “Description of Vast Securities,” which information is incorporated herein by reference.

C. Material Contracts

Information pertaining to the Company’s material contracts is set forth in the Form F-4 under the headings “Vast’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Business of Vast and Certain Information About Vast,” “Risk Factors” and “Certain Relationships and Related Transactions,” in the Prospectus Supplement under the heading “Recent Developments,” and the section above entitled “Explanatory Note” each of which is incorporated herein by reference. The description of the Business Combination Agreement is set forth in the Form F-4 under the heading “The Business Combination Agreement and Related Agreements,” which information is incorporated herein by reference.

D. Exchange Controls

There are no governmental laws, decrees, regulations or other legislation in Australia that may affect the import or export of capital, including the availability of cash and cash equivalents for use by the Company, or that may affect the remittance of dividends, interest, or other payments by the Company to non-resident holders of Ordinary Shares. There is no limitation imposed by laws of Australia or in the Company’s Constitution on the right of non-residents to hold or vote Ordinary Shares.

E. Taxation

Information pertaining to tax considerations is set forth in the Form F-4 under the headings “Material U.S. Federal Income Tax Considerations” and “Material Australian Tax Considerations,” which are incorporated herein by reference.

F. Dividends and Paying Agents

Information on dividends and paying agents is set forth in Item 8.A of this Report.

G. Statement by Experts

The consolidated financial statements of Vast as of June 30, 2023 and June 30, 2022 and for the years then ended incorporated in this Report by reference to the Registration Statement on Form F-4 (File No. 333-272058) of Vast have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to Vast’s ability to continue as a going concern as described in Note 2 to the consolidated financial statements) of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Nabors Energy Transition Corp. as of December 31, 2022 and December 31, 2021 and for the year ended December 31, 2022 and the period from March 24, 2021 (inception) through December 31, 2021, incorporated by reference in this Report have been audited by Ham, Langston & Brezina, LLP, independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of SiliconAurora as of June 30, 2023 and June 30, 2022 and for the years then ended incorporated in this Report by reference to the Registration Statement on Form F-4 (File No. 333-272058) of Vast have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to SiliconAurora’s ability to continue as a going concern as described in Note 2 to the financial statements) of PricewaterhouseCoopers, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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H. Documents on Display

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

I. Subsidiary Information

Not applicable.

J.  Annual Report to Security Holders

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

The information set forth in the section titled “Vast’s Management’s Discussion and Analysis of Financial Condition and Results of Operation—Quantitative and Qualitative Disclosures About Market Risk” in the Form F-4 is incorporated herein by reference.

Item 12. Description of Securities Other Than Equity Securities

Warrants

Upon the completion of the Business Combination, there were 13,799,987 Public Warrants outstanding. The Public Warrants, which entitle the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, will become exercisable on January 17, 2024, which is 30 days after the completion of the Business Combination. The Public Warrants will expire on December 18, 2028 (i.e., five years after the completion of the Business Combination) or earlier upon redemption or liquidation in accordance with their terms. Upon the completion of the Business Combination, there were also 13,730,000 Private Warrants.

The terms of the Public Warrants and the Private Warrants are described in the Form F-4 under the heading “Description of Vast Securities—Vast Warrants,” which information is incorporated herein by reference.

Convertible Notes

The terms of the EDF Note are described in the Prospectus Supplement under the heading “Recent Developments,” which information is incorporated herein by reference.

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Part II

Not applicable.

23

Part III

Item 17. Financial Statements

See Item 18.

Item 18. Financial Statements

The consolidated financial statements of Vast as of June 30, 2023 and 2022, and for the years then ended, in the Form F-4 between pages F-2 and F-45 are incorporated herein by reference.

The financial statements of SiliconAurora as of June 30, 2023 and 2022, and for the years then ended, in the Form F-4 between pages F-46 and F-66 are incorporated herein by reference.

The financial statements of NETC as of December 31, 2022 and December 31, 2021, for the year ended December 31, 2022 and for the period from March 24, 2021 (inception) through December 31, 2021 and as of and for the nine months ended September 30, 2023, in the Form F-4 between pages F-67 and F-105 are incorporated herein by reference.

The unaudited pro forma combined financial information of Vast and NETC is attached as Exhibit 15.1 to this Report.

Item 19. Exhibits

Exhibit Index

Exhibit  No.	Descriptions
1.1	Constitution of Vast. (incorporated by reference to Exhibit 3.1 to Amendment No. 5 to the Registration Statement on Form F-4 (File No. 333-272058), filed with the SEC on November 20, 2023
2.1	Private Warrant Agreement, dated November 16, 2021, between Nabors Energy Transition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Nabors Energy Transition Corp.’s Current Report on Form 8-K (File No. 001-41073) filed with the SEC on November 16, 2021).
2.2	Public Warrant Agreement, dated November 16, 2021, between Nabors Energy Transition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to Nabors Energy Transition Corp.’s Current Report on Form 8-K (File No. 001-41073) filed with the SEC on November 16, 2021).
2.3*	Private Warrant Assignment, Assumption and Amendment Agreement, dated December 18, 2023, by and among Vast, NETC and Continental Stock Transfer & Trust Company, as warrant agent.
2.4*	Public Warrant Assignment, Assumption and Amendment Agreement, dated December 18, 2023 by and among Vast, NETC and Continental Stock Transfer & Trust Company, as warrant agent.
2.5	Specimen Private Warrant Certificate (incorporated by reference to Exhibit 4.5 to Nabors Energy Transition Corp.’s Registration Statement on Form S-1 (File No. 333-256876), filed June 8, 2021).
2.6	Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.3 to Nabors Energy Transition Corp.’s Registration Statement on Form S-1 (File No. 333-256876), filed June 8, 2021).
2.7*	Shareholder and Registration Rights Agreement, dated December 18, 2023, by and among Vast and the holders party thereto.
4.1†	Business Combination Agreement, dated as of February 14, 2023, by and between Nabors Energy Transition Corp., Neptune Merger Sub Inc., Vast, Nabors Industries Ltd. and Nabors Energy Transition Sponsor LLC (incorporated by reference to Annex A to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

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4.2	Amendment and Waiver to Business Combination Agreement, dated as of October 19, 2023, by and among Nabors Energy Transition Corp., Neptune Merger Sub Inc., Vast, Nabors Industries Ltd. and Nabors Energy Transition Sponsor LLC (incorporated by reference to Annex A-1 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.3	Support Agreement, dated as of February 14, 2023, by and among Nabors Energy Transition Corp., Nabors Energy Transition Sponsor LLC, Vast, Nabors Lux 2 S.a.r.l. and the independent directors party thereto (incorporated by reference to Annex C to the proxy statement/prospectus to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.4	Amendment No. 1 to Support Agreement, dated as of October 19, 2023, by and among Nabors Energy Transition Corp., Nabors Energy Transition Sponsor LLC, Vast, Nabors Lux 2 S.a.r.l. and the independent directors party thereto (incorporated by reference to Annex C-1 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.5	Form of Notes Subscription Agreement (incorporated by reference to Annex F to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.6	Noteholder Support and Loan Termination Agreement, dated as of February 14, 2023, by and between Vast and AgCentral Energy Pty Limited (incorporated by reference to Exhibit 99.6 to Nabors Energy Transition Corp.’s Current Report on Form 8-K (File No. 001-41073) filed with the SEC on February 14, 2023).
4.7	Form of Equity Subscription Agreement (incorporated by reference to Annex H to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.8	Services and Cost Reimbursement Agreement, dated as of February 14, 2023, by and between Nabors Corporate Services, Inc. and Vast (incorporated by reference to Exhibit 10.6 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.9	Joint Development and License Agreement, dated as of February 14, 2023, by and between Nabors Energy Transition Ventures LLC and Vast (incorporated by reference to Exhibit 10.7 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.10†	Funding Agreement, dated as of January 18, 2016, by and between Twynam Agricultural Group Pty Limited and Vast (incorporated by reference to Exhibit 10.8 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.11	Confirmation Related to January 16, 2016 Funding Agreement, dated as of June 30, 2016, by Twynam Agricultural Group Pty Limited to Vast (incorporated by reference to Exhibit 10.9 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.12	Clarification of January 18, 2016 Funding Agreement, dated as of March 22, 2017, by and between Twynam Agricultural Group Pty Limited and Vast (incorporated by reference to Exhibit 10.10 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

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4.13	Amendment to January 18, 2016 Funding Agreement, dated as of November 22, 2018, by and between Twynam Agricultural Group Pty Ltd and Vast (incorporated by reference to Exhibit 10.11 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.14	Exclusivity and Confidentiality Agreement, dated as of August 28, 2017, by and between Doosan Skoda Power s.r.o. and Vast (incorporated by reference to Exhibit 10.12 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.15	Funding Agreement (Convertible Notes No. 4), dated as of November 23, 2017, by and between AgCentral Pty Ltd and Vast (incorporated by reference to Exhibit 10.13 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.16	General Security Deed, dated as of May 31, 2018, by and between AgCentral Pty Ltd and Vast (incorporated by reference to Exhibit 10.14 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.17	Heliostat Manufacturing and Supply Agreement Binding Term Sheet, dated as of December 21, 2018, by and between sbp sonne gmbh and Vast (incorporated by reference to Exhibit 10.15 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.18	Heliostat IP Agreement Binding Term Sheet, dated as of December 21, 2018, by and between sbp sonne gmbh and Vast (incorporated by reference to Exhibit 10.16 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.19†#	Vast 2 Heliostat Collaboration (CSP Technology Collaboration Agreement), dated as of August 8, 2019, by and between schlaich bergermann partner, sbp sonne gmbh and Vast (incorporated by reference to Exhibit 10.17 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.20	Description of Certain Informal Amendments to Convertible Notes 3 and 4 (incorporated by reference to Exhibit 10.18 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.21#	Master Services and Collaboration Agreement, dated as of March 9, 2020, by and between Advisian Pty Ltd and Vast (incorporated by reference to Exhibit 10.19 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.22	Extension of Convertible Notes No. 3 and No. 4, dated as of June 24, 2020, by and between AgCentral Pty Ltd and Vast (incorporated by reference to Exhibit 10.20 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.23	Funding Agreement, dated as of July 14, 2020, by and between AgCentral Pty Ltd and Vast (incorporated by reference to Exhibit 10.21 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.24	Issue of Convertible Notes No. 5, New Shares in Vast Solar and Repayment of Short Term Loan, dated as of August 11, 2020, by and between AgCentral Pty Ltd and Vast (incorporated by reference to Exhibit 10.22 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.25	Exclusive Collaboration Agreement, dated as of December 9, 2020, by and between KSB SE & Co. and Vast (incorporated by reference to Exhibit 10.23 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

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4.26†#	Joint Development Agreement, New West Queensland Hybrid Power Project Feasibility Study, dated as of February 12, 2021, by and between Stanwell Corporation Limited and Vast (incorporated by reference to Exhibit 10.24 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.37	Exclusive Collaboration Agreement, dated as of March 16, 2021, by and between Contralos Y Diseños Industriales S.A. and Vast (incorporated by reference to Exhibit 10.25 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.28†	Option and License Deed, dated as of March 19, 2021, by and among James Lyne Lord, Marjorie Annette Lord and Vast (incorporated by reference to Exhibit 10.26 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.29	Convertible Notes No. 3, 4 and 5 – Interest Variation and Extension Request, dated as of June 25, 2021, by and between AgCentral Pty Ltd and Vast (incorporated by reference to Exhibit 10.27 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.30	Exclusive Collaboration Agreement, dated as of September 21, 2021, by and between Cockerill Maintenance et Ingénierie S.A. and Vast (incorporated by reference to Exhibit 10.28 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.31	Convertible Notes No. 3, 4 and 5 – Interest Variation and Extension Request, dated as of May 24, 2022, by and between AgCentral Pty Ltd and Vast (incorporated by reference to Exhibit 10.29 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.32	Share Sale and Purchase Agreement – SiliconAurora Pty Ltd, dated as of June 15, 2022, by and among 1414 Degrees Limited, Vast Solar Aurora Pty Ltd and Vast (incorporated by reference to Exhibit 10.30 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.33	Option Award, dated as of September 20, 2022, by and among, 1414 Degrees Limited, Vast Solar Aurora Pty Ltd and Vast (incorporated by reference to Exhibit 10.31 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.34	Conditional Offer of Funding – German-Australian Hydrogen Innovation and Technology Incubator (HyGATE), dated as of December 20, 2022, by and between Australian Renewable Energy Agency and Vast (incorporated by reference to Exhibit 10.32 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.35#	Advancing Renewables Program Funding Agreement, dated as of January 27, 2023, by and between Australian Renewable Energy Agency and Vast (incorporated by reference to Exhibit 10.33 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.36	Deed of Novation, dated as of February 13, 2023, by and among AgCentral Pty Ltd, AgCentral Energy Pty Ltd and Vast (incorporated by reference to Exhibit 10.34 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

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4.37	Management Equity Plan Deed (incorporated by reference to Exhibit 10.35 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.38	Amendment to Vast Solar Management Equity Plan, dated as of February 14, 2023 (incorporated by reference to Exhibit 10.36 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.39†	Vast Solar Management Equity Plan – De-SPAC Side Deed, dated as of February 14, 2023 (incorporated by reference to Exhibit 10.37 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.40	Convertible Note Deed Poll, dated as of February 14, 2023, by Vast (incorporated by reference to Exhibit 10.38 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.41	Convertible Note Side Deed Poll, dated as of February 14, 2023, by and among AgCentral Energy Pty Ltd, Nabors Lux 2 S.a.r.l. and Vast (incorporated by reference to Exhibit 10.39 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.42	Subordination Deed, dated as of February 14, 2023, by and between AgCentral Energy Pty Ltd and Vast (incorporated by reference to Exhibit 10.40 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.43	Pre-Works Agreement for Port Augusta Project, dated as of April 24, 2023, by and between Doosan Skoda Power s.r.o. and Vast (incorporated by reference to Exhibit 10.41 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.44†	Technological Cooperation Agreement, dated as of May 16, 2013, by and between MSSA SAS and Vast (incorporated by reference to Exhibit 10.42 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.45	General Conditions Governing the Works to be Carried out by John Cockerill Renewable S.A. and its subsidiaries, dated as of June 7, 2023, by and between John Cockerill Renewable S.A. and Vast (incorporated by reference to Exhibit 10.43 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.46†	Fitchner Proposal, dated as of June 8, 2023, by and between Fichtner Australia Pty Ltd and Vast (incorporated by reference to Exhibit 10.44 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.47#	Minor Supply Agreement, dated as of July 10, 2023, by and between Contralos Y Diseños Industriales S.A. and Vast (incorporated by reference to Exhibit 10.45 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.48	Deed of Mutual Termination and Release, dated as of August 16, 2023, by and between Australian Renewable Energy Agency and Vast (incorporated by reference to Exhibit 10.46 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.49	Canberra Subscription Agreement, dated as of September 18, 2023, by and between Vast and CT Investments Group Pty Limited (incorporated by reference to Exhibit 10.47 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

28

4.50*	Subscription Agreement Amendment Letter, dated as of December 13, 2023, by and between Vast and CT Investments Group Pty Limited
4.51†	Master Agreement, dated as of October 19, 2023, by and among Vast, Nabors Industries Ltd., Nabors Energy Transition Corp., Nabors Energy Transition Sponsor LLC, Nabors Lux 2 S.a.r.l, Neptune Merger Sub, Inc. and AgCentral Energy Pty Limited (incorporated by reference to Exhibit 10.48 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.52	Backstop Agreement, dated as of October 19, 2023, by and between Vast and Nabors Lux 2 S.a.r.l.  (incorporated by reference to Annex J to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.53*	Amendment No. 1 to Backstop Agreement, dated as of December 8, 2023, by and between Vast and Nabors Lux 2 S.a.r.l.
4.54	Convertible Note Deed Poll, dated as of October 19, 2023 (incorporated by reference to Exhibit 10.50 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.55	Convertible Note Subscription Agreement, dated as of October 19, 2023, by and between Vast and Nabors Lux 2 S.a.r.l (incorporated by reference to Exhibit 10.51 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.56†	Amending Deed Poll for Convertible Notes Deed Poll, dated as of October 19, 2023 (incorporated by reference to Exhibit 10.52 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.57	Subordination Deed, dated as of October 19, 2023, by and among Vast, AgCentral Energy Pty Ltd and Nabors Lux 2 S.a.r.l (incorporated by reference to Exhibit 10.53 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.58	Waiver of Pre-Emptive Right, dated as of October 19, 2023, by and among Vast, AgCentral Energy Pty Ltd and Nabors Lux 2 S.a.r.l (incorporated by reference to Exhibit 10.54 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.59	Investor Deed, dated as of February 14, 2023, by and among Vast, AgCentral Energy Pty Ltd and Nabors Lux 2 S.a.r.l. (incorporated by reference to Annex I to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.60*	Note Purchase Agreement, dated as of December 7, 2023, by and among Vast, Vast Intermediate HoldCo Pty Ltd and EDF Australia Pacific Pty Ltd.
4.61*	Joint Development Agreement, dated as of December 7, 2023, by and between Vast and EDF Australia Pacific Pty Ltd.
4.62*	Parent Company Guarantee, dated as of December 7, 2023, by and between Vast and EDF Australia Pacific Pty Ltd.
4.63*	Loan Agreement, dated as of December 8, 2023, by and between Vast and Nabors Lux 2 S.a.r.l.
4.64	Non-Redemption Agreement, dated December 13, 2023, by and among Nabors Energy Transition Company, Vast and CT Investments Group Pty Limited (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Nabors Energy Transition Company (File No. 001-41073) on December 14, 2023).

29

4.65*†	Side Letter Agreement, dated December 14, 2023, by and among Vast, Nabors Lux 2 S.a.r.l., Nabors Energy Transition Sponsor LLC, Nabors Energy Transition Corp., and Nabors Corporate Services, Inc.
8.1*	List of Subsidiaries of Vast.
11.1*	Code of Conduct and Ethics.
15.1*	Unaudited Pro Forma Combined Financial Information of Vast and NETC.
15.2*	Consent of PricewaterhouseCoopers with respect to Vast.
15.3*	Consent of PricewaterhouseCoopers with respect to SiliconAurora Pty Ltd.
15.4*	Consent of Ham, Langston & Brezina, LLP.

*           Filed herewith.

† Schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

# 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 Company 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.

30

Signature

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

		VAST RENEWABLES LIMITED
Date:	December 22, 2023	By:	/s/ Marshall D. Smith
			Name: Marshall D. Smith
			Title: Chief Financial Officer

31

EX-2.3

 

Exhibit 2.3

 

Execution Version

 

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

 

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.

 

WHEREAS, pursuant to the Existing Private Warrant Agreement and that certain Private Placement Warrants Purchase Agreement by and among the Company, Nabors Lux 2 S.a.r.l., a private limited liability company (société à responsabilité limitée) incorporated in the Grand Duchy of Luxembourg, and Remington SPAC W, LLC, a Texas domestic limited liability company (together with Nabors Lux 2 S.a.r.l., the “Purchasers”), dated as of November 16, 2021 (as may be amended, supplemented, modified or varied in accordance with the terms therein), the Company issued 13,730,000 private placement warrants (such warrants, together with the additional warrants that may be issued as described in the succeeding recitals, the “Private Placement Warrants”) to the Purchasers, subject to the terms and conditions of the Existing Private Warrant Agreement.

 

WHEREAS, in order to finance the Company’s transaction costs in connection with an intended merger, share exchange asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one more businesses, Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, subject to the terms and conditions of the Existing Private Warrant Agreement.

 

WHEREAS, in order to extend the period of time to consummate a business combination by an additional three months, the Sponsor (or its designees) deposited into the trust account additional funds of $2,760,000 ($0.10 per unit), for each of the available three-month extensions, for a total payment of up to $5,520,000 ($0.20 per unit), in exchange for a non-interest bearing, unsecured promissory note, and such loan may be convertible at the Sponsor’s or it’s designees’ option, into Private Placement Warrants at a price of $1.00 per Private Placement Warrant;

 

WHEREAS, in accordance with the Company’s Second Amended and Restated Certificate of Incorporation (the “Amended Charter”), in order to extend the period of time to consummate a business combination up to seven times for an additional one month each time (each such month, a “Monthly Extension Period”), the Sponsor (or its designees) deposited into the trust account additional funds of or each Monthly Extension Period, an amount equal to the lesser of (x) $300,000 and (y) $0.03 for each share of Common Stock that is not redeemed in connection with the special meeting to adopt the in exchange for a non-interest bearing, unsecured promissory note, and such loan may be convertible at the Sponsor’s or it’s designees’ option, into Private Placement Warrants at a price of $1.00 per Private Placement Warrant;

 

WHEREAS, on February 14, 2023, the Company, the Sponsor, Vast, Neptune Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Vast (“Merger Sub”) and Nabors Industries Ltd., a Bermuda exempted company, entered into a business combination agreement (as may be amended, restated, modified or supplemented from time to time, the “Business Combination Agreement”);

 

 

 

 

WHEREAS, all of the Private Placement Warrants are governed by the Existing Private Warrant Agreement;

 

WHEREAS, pursuant to the Business Combination Agreement, at the closing of the transactions contemplated thereby (the “Closing”), the Company will merge with and into Merger Sub, with Merger Sub surviving such merger as a wholly-owned subsidiary of Vast (the “Merger”), and as a result of the Merger, the holders of shares of Common Stock shall become holders of ordinary shares of Vast (the “Vast Ordinary Shares”);

 

WHEREAS, upon consummation of the Merger, as provided in Section 4.4 of the Existing Private Warrant Agreement, the Private Placement Warrants will no longer be exercisable for shares of Common Stock but instead will be exercisable (subject to the terms of the Existing Private Warrant Agreement as amended hereby) for Vast Ordinary Shares;

 

WHEREAS, in connection with the Merger and in accordance with Section 3.1(c)(iv) of the Business Combination Agreement, the Company desires to assign all of its right, title and interest in the Existing Private Warrant Agreement to Vast and Vast wishes to accept such assignment; and

 

WHEREAS, Section 8.8 of the Existing Private Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Private Warrant Agreement without the consent of any Registered Holders for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under the Existing Private Warrant Agreement as the parties thereto may deem necessary or desirable and that the parties thereto deem shall not adversely affect the interest of the Registered Holders.

 

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

 

Section 1                Assignment and Assumption; Consent.

 

(a)            Assignment and Assumption. As of and with effect on and from the Effective Time (as defined in the Business Combination Agreement), the Company hereby assigns to Vast all of the Company’s right, title and interest in and to the Existing Private Warrant Agreement (as amended hereby), and Vast hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Private Warrant Agreement (as amended hereby) arising on, from and after the Effective Time.

 

(b)            Consent. The Warrant Agent hereby consents to (i) the assignment of the Existing Private Warrant Agreement by the Company to Vast pursuant to Section 1(a) hereof and the assumption of the Existing Private Warrant Agreement by Vast from the Company pursuant to Section 1(a) hereof, in each case effective as of the Effective Time, and (ii) the continuation of the Existing Private Warrant Agreement (as amended by this Agreement), in full force and effect from and after the Effective Time.

 

Section 2                Amendment of Existing Private Warrant Agreement. Effective as of the Effective Time, the Company and the Warrant Agent hereby amend the Existing Private Warrant Agreement as provided in this Section 2, and acknowledge and agree that the amendments to the Existing Private Warrant Agreement set forth in this Section 2 are to provide for the delivery of Alternative Issuance pursuant to Section 4.4 of the Existing Private Warrant Agreement (in connection with the Merger and the transactions contemplated by the Business Combination Agreement).

 

(a)            References to the “Company”. All references to the “Company” in the Existing Private Warrant Agreement (including all Exhibits thereto) shall be references to Vast.

 

  2  

 

 

(b)            References to Common Stock. All references to “Common Stock” in the Existing Private Warrant Agreement (including all Exhibits thereto) shall be references to Vast Ordinary Shares.

 

(c)            References to Business Combination. All references to “Business Combination” in the Existing Private Warrant Agreement (including all Exhibits thereto) shall be references to the transactions contemplated by the Business Combination Agreement, and references to “complete its initial Business Combination” and all variations thereof in the Existing Private Warrant Agreement (including all Exhibits thereto) shall be references to the Closing (as defined in the Business Combination Agreement).

 

(d)            Notice Clause. Section 8.2 of the Existing Private Warrant Agreement is hereby deleted and replaced with the following:

 

“8.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by any holder of any Private Placement Warrants to or on Vast shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by Vast with the Warrant Agent), as follows:

 

Vast Renewables Limited

226-230 Liverpool Street
Darlinghurst, NSW 2010, Australia
Attention: Alec Waugh
Email: alec.waugh@vast.energy

 

with a required copy (which shall not constitute notice) to:

 

White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Attention: Elliott Smith
E-mail: elliott.smith@whitecase.com

 

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

 

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department

 

  3  

 

 

Section 3                Replacement Instruments. As of the Closing, all outstanding instruments evidencing Private Placement Warrants shall automatically be deemed to evidence Private Placement Warrants reflecting the conversion and adjustment to the terms and conditions described in this Agreement and in the Existing Private Agreement (as amended hereby). Following the Closing, upon request by any holder of a Private Placement Warrant, Vast shall issue a new instrument for such Private Placement Warrant to the holder thereof.

 

Section 4                Miscellaneous Provisions.

 

(a)            Effectiveness of the Amendment. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger and substantially contemporaneous occurrence of the Effective Time and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason in accordance with the terms therein.

 

(b)            Successors. All the covenants and provisions of this Agreement by or for the benefit of Vast, the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

 

(c)            Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York. Subject to applicable law, each of Vast and the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. Each of Vast and the Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

 

Any person or entity purchasing or otherwise acquiring any interest in the Private Placement Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 3(c). If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

 

(d)            Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

(e)            Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

 

  4  

 

 

(f)            Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

[Remainder of page intentionally left blank]

 

  5  

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

	NABORS ENERGY TRANSITION CORP.
	By:	/s/ Anthony G. Petrello
	Name:	Anthony G. Petrello
	Title:	President, Chief Executive Officer and Secretary

 

[Signature Page to Assignment, Assumption and Amendment Agreement (Private Placement Warrants)]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

	VAST RENEWABLES LIMITED
	By:	/s/ Craig Wood
	Name:	Craig Wood
	Title:	Chief Executive Officer

 

[Signature Page to Assignment, Assumption and Amendment Agreement (Private Placement Warrants)]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	By:	/s/ Michael Goedecke
	Name:	Michael Goedecke
	Title:	Vice President

 

[Signature Page to Assignment, Assumption and Amendment Agreement (Private Placement Warrants)]

  

 

 

EX-2.4

 

Exhibit 2.4

 

Execution Version

 

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

 

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.

 

WHEREAS, pursuant to the Existing Public Warrant Agreement, the Company issued 13,800,000 public warrants (the “Public Warrants”) to public investors in the Offering, subject to the terms and conditions of the Existing Public Warrant Agreement.

 

WHEREAS, on February 14, 2023, the Company, Nabors Energy Transition Sponsor LLC, a Delaware limited liability company, Vast, Neptune Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Vast (“Merger Sub”) and Nabors Industries Ltd., a Bermuda exempted company, entered into a business combination agreement (as may be amended, restated, modified or supplemented from time to time, the “Business Combination Agreement”);

 

WHEREAS, all of the Public Warrants are governed by the Existing Public Warrant Agreement;

 

WHEREAS, pursuant to the Business Combination Agreement, at the closing of the transactions contemplated thereby (the “Closing”), the Company will merge with and into Merger Sub, with Merger Sub surviving such merger as a wholly-owned subsidiary of Vast (the “Merger”), and as a result of the Merger, the holders of shares of Common Stock shall become holders of ordinary shares of Vast (the “Vast Ordinary Shares”);

 

WHEREAS, upon consummation of the Merger, as provided in Section 4.4 of the Existing Public Warrant Agreement, the Public Warrants will no longer be exercisable for shares of Common Stock but instead will be exercisable (subject to the terms of the Existing Public Warrant Agreement as amended hereby) for Vast Ordinary Shares;

 

WHEREAS, in connection with the Merger and in accordance with Section 3.1(c)(iv) of the Business Combination Agreement, the Company desires to assign all of its right, title and interest in the Existing Public Warrant Agreement to Vast and Vast wishes to accept such assignment; and

 

WHEREAS, Section 9.8 of the Existing Public Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Public Warrant Agreement without the consent of any Registered Holders for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under the Existing Public Warrant Agreement as the parties thereto may deem necessary or desirable and that the parties thereto deem shall not adversely affect the interest of the Registered Holders.

 

 

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

 

Section 1                Assignment and Assumption; Consent.

 

(a)            Assignment and Assumption. As of and with effect on and from the Effective Time (as defined in the Business Combination Agreement), the Company hereby assigns to Vast all of the Company’s right, title and interest in and to the Existing Public Warrant Agreement (as amended hereby), and Vast hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Public Warrant Agreement (as amended hereby) arising on, from and after the Effective Time.

 

(b)            Consent. The Warrant Agent hereby consents to (i) the assignment of the Existing Public Warrant Agreement by the Company to Vast pursuant to Section 1(a) hereof and the assumption of the Existing Public Warrant Agreement by Vast from the Company pursuant to Section 1(a) hereof, in each case effective as of the Effective Time, and (ii) the continuation of the Existing Public Warrant Agreement (as amended by this Agreement), in full force and effect from and after the Effective Time.

 

Section 2            Amendment of Existing Public Warrant Agreement. Effective as of the Effective Time, the Company and the Warrant Agent hereby amend the Existing Public Warrant Agreement as provided in this Section 2, and acknowledge and agree that the amendments to the Existing Public Warrant Agreement set forth in this Section 2 are to provide for the delivery of Alternative Issuance pursuant to Section 4.4 of the Existing Public Warrant Agreement (in connection with the Merger and the transactions contemplated by the Business Combination Agreement).

 

(a)            References to the “Company”. All references to the “Company” in the Existing Public Warrant Agreement (including all Exhibits thereto) shall be references to Vast.

 

(b)            References to Common Stock. All references to “Common Stock” in the Existing Public Warrant Agreement (including all Exhibits thereto) shall be references to Vast Ordinary Shares.

 

(c)            References to Business Combination. All references to “Business Combination” in the Existing Public Warrant Agreement (including all Exhibits thereto) shall be references to the transactions contemplated by the Business Combination Agreement, and references to “complete its initial Business Combination” and all variations thereof in the Existing Public Warrant Agreement (including all Exhibits thereto) shall be references to the Closing (as defined in the Business Combination Agreement).

 

(d)            Notice Clause. Section 9.2 of the Existing Public Warrant Agreement is hereby deleted and replaced with the following:

 

“8.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by any holder of any Public Warrants to or on Vast shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by Vast with the Warrant Agent), as follows:

 

Vast Renewables Limited

226-230 Liverpool Street
Darlinghurst, NSW 2010, Australia
Attention: Alec Waugh
Email: alec.waugh@vast.energy

 

with a required copy (which shall not constitute notice) to:

 

White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Attention: Elliott Smith
E-mail: elliott.smith@whitecase.com

 

  2  

 

 

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

 

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department

 

Section 3                Replacement Instruments. As of the Closing, all outstanding instruments evidencing Public Warrants shall automatically be deemed to evidence Public Warrants reflecting the conversion and adjustment to the terms and conditions described in this Agreement and in the Existing Public Warrant Agreement (as amended hereby). Following the Closing, upon request by any holder of a Public Warrant, Vast shall issue a new instrument for such Public Warrant to the holder thereof.

 

Section 4                Miscellaneous Provisions.

 

(a)            Effectiveness of the Amendment. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger and substantially contemporaneous occurrence of the Effective Time and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason in accordance with the terms therein.

 

(b)            Successors. All the covenants and provisions of this Agreement by or for the benefit of Vast, the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

 

(c)            Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York. Subject to applicable law, each of Vast and the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. Each of Vast and the Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

 

Any person or entity purchasing or otherwise acquiring any interest in the Public Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 4(c). If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

 

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(d)            Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

(e)            Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

 

(f)            Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

[Remainder of page intentionally left blank]

 

  4  

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

	NABORS ENERGY TRANSITION CORP.
	By:	/s/ Anthony G. Petrello
	Name:	Anthony G. Petrello
	Title:	President, Chief Executive Officer and Secretary

 

[Signature Page to Assignment, Assumption and Amendment Agreement (Public Warrants)]

  

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

	VAST RENEWABLES LIMITED
	By:	/s/ Craig Wood
	Name:	Craig Wood
	Title:	Chief Executive Officer

 

[Signature Page to Assignment, Assumption and Amendment Agreement (Public Warrants)]

  

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	By:	/s/ Michael Goedecke
	Name:	Michael Goedecke
	Title:	Vice President

 

[Signature Page to Assignment, Assumption and Amendment Agreement (Public Warrants)]

  

 

EX-2.7

 

Exhibit 2.7

 

Execution Version

 

SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT

 

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 any Person who hereafter becomes a party to this Agreement pursuant to Section 6.4, a “Holder” and collectively, the “Holders”).

 

RECITALS

 

WHEREAS, SPAC, Sponsor, and certain other SPAC Holders entered into that certain Registration Rights Agreement, dated as of November 16, 2021 (the “Original RRA”);

 

WHEREAS, the parties to the Original RRA desire to terminate the Original RRA and enter into this Agreement, which shall supersede and replace the Original RRA in accordance with Section 5.7 thereto;

 

WHEREAS, the Company entered into that certain Business Combination Agreement, dated as of February 14, 2023 and amended on October 19, 2023 (as it may be amended or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, SPAC, Sponsor, and the other parties thereto;

 

WHEREAS, the Company entered into that certain Backstop Agreement, dated on October 19, 2023 (as it may be amended or supplemented from time to time, the “Backstop Agreement”), by and between the Company and Nabors Lux;

 

WHEREAS, in connection with the Backstop Agreement, Sponsor received the right to appoint certain additional directors of the Company and consent rights regarding future capital raises of the Company;

 

WHEREAS, pursuant to the Business Combination Agreement, the Backstop Agreement and other agreements contemplated thereby, the SPAC Holders (as defined below) received ordinary shares in the capital of the Company (“Company Shares”); and

 

WHEREAS, the Parties desire to set forth their agreement with respect to governance, registration rights and certain other matters, in each case in accordance with the terms and conditions of this Agreement.

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NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

Article I
DEFINITIONS

 

1.1            Definitions. Capitalized terms used but not otherwise defined in this Section 1.1 or elsewhere in this Agreement shall have the meanings ascribed to such terms in the Business Combination Agreement. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

 

“Additional Rights Expiration Date” shall mean the earlier to occur of (i) the third anniversary of Closing or (ii) the date on which the Company achieves a Market Capitalization, equal to or greater than $1,000,000,000.00.

 

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any Misstatement, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective, or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.

 

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise. The term “control” means the ownership of a majority of the voting securities of the applicable Person or the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the applicable Person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto; provided, that, in no event shall the Company or any of the Company’s subsidiaries be considered an Affiliate of any portfolio company (other than the Company and its subsidiaries) of any investment fund or account affiliated with, managed or controlled by, any direct or indirect equityholder of the Company nor shall any portfolio company (other than the Company and its subsidiaries) of any investment fund or account affiliated with any equityholder of the Company be considered to be an Affiliate of the Company or any of its subsidiaries.

 

“AgCentral Energy” shall have the meaning given in the Preamble hereto.

 

“AgCentral Energy Nominee” shall have the meaning set forth in subsection 2.1.2.

 

“Agreement” shall have the meaning given in the Preamble hereto.

 

“Airbus” means Airbus SE or a subsidiary of Airbus SE.

 

“Backstop Agreement” shall have the meaning given in the Recitals hereto.

 

“Backstop Commitment Fee” shall mean the 1,500,000 Company Shares issued to Sponsor (or its designee) at Closing pursuant to Section 1.04 of the Backstop Agreement.

 

“Beneficially Own” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

 

“Board” shall mean the Board of Directors of the Company.

 

“Business Combination Agreement” shall have the meaning given in the Recitals hereto.

 

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“Business Day” means a day, other than a Saturday or Sunday, on which the principal offices of the Commission in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in New York, NY in the United States of America or Sydney, Australia.

 

“Capital Raise” shall have the meaning set forth in subsection 2.4.

 

“Closing” shall mean the closing of the business combination contemplated by the Business Combination Agreement.

 

“Commission” shall mean the Securities and Exchange Commission.

 

“Company” shall have the meaning given in the Preamble hereto.

 

“Company Shares” shall have the meaning given in the Recitals hereto.

 

“Constitution” means the amended and restated Constitution of the Company, as in effect as of the Closing, as the same may be amended from time to time.

 

“Corporations Act” means the Corporations Act 2001 (Cth).

 

“Demanding Holder” shall have the meaning given in subsection 3.1.4.

 

“EDF” means EDF Australia Pacific Pty Ltd or a subsidiary of EDF Australia Pacific Pty Ltd.

 

“Equity Securities” means, with respect to the Company, all of the shares of capital stock or equity of (or other ownership or profit interests in) the Company, all of the warrants, options or other rights for the purchase or acquisition from the Company of shares of capital stock or equity of (or other ownership or profit interests in) the Company, all of the securities convertible into or exchangeable for shares of capital stock or equity of (or other ownership or profit interests in) the Company or warrants, rights or options for the purchase or acquisition from the Company of such shares or equity (or such other interests), restricted stock awards, restricted stock units, equity appreciation rights, phantom equity rights, profit participation and all of the other ownership or profit interests of the Company (including partnership or member interests therein), whether voting or nonvoting.

 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

 

“Exempt Issuance” means the issuance of (a) any securities of the Company to employees, officers or directors, consultants, contractors, vendors or other agents of the Company pursuant to any compensatory stock or option plan duly adopted for such purpose, for services rendered to the Company, (b) (i) equity interests or debt securities issued or issuable pursuant to agreements existing as of the date the Backstop Agreement and listed on Schedule I hereto, and (ii) equity interest or debt securities issued or issuable upon the exercise or exchange of or conversion of any equity interests or debt securities issued or issuable pursuant to agreements existing as of the date of the Backstop Agreement and listed on Schedule I hereto, provided that such agreements, equity interests and/or debt securities have not been amended since the date of the Backstop Agreement to increase the number of such equity interests or debt securities or to decrease the exercise price, exchange price or conversion price of such equity interests or debt securities (other than in connection with stock splits or combinations) or to extend the term of such equity interests or debt securities and (c) securities issued pursuant to any bona fide merger or acquisition with an unrelated third party that is not a shareholder of the Company or an affiliate of any shareholder of the Company that is approved by a majority of the directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but any such Exempt Issuance shall not include a transaction in which the Company is issuing securities (i) primarily for the purpose of raising capital, including an at-the-market offering or (ii) to an entity whose primary business is investing in securities.

 

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“Form F-1 Shelf” shall have the meaning given in subsection 3.1.1.

 

“Form F-3 Shelf” shall have the meaning given in subsection 3.1.2.

 

“Governmental Entity” means any nation or government, any state, commonwealth, province, territory or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, arbitrator (public or private) or other body or administrative, regulatory or quasi-judicial authority, agency, department, board, commission or instrumentality of any international, federal, state, local or foreign jurisdiction.

 

“Holder Information” shall have the meaning given in subsection 5.1.2.

 

“Holder” or “Holders” shall have the meaning given in the Preamble hereto.

 

“Laws” means all laws, acts, statutes, constitutions, treaties, ordinances, codes, rules, regulations, and rulings of a Governmental Entity, including common law. All references to “Laws” shall be deemed to include any amendments thereto, and any successor Law, unless the context otherwise requires.

 

“Letter Agreement” means that certain Letter Agreement, dated as of November 16, 2021, by and among the Sponsor, SPAC, and certain other parties thereto.

 

“Lock-Up Period” shall mean, with respect to Equity Securities held by the Holders, from the date hereof until the six (6) month anniversary of the Closing.

 

“Lower Price” shall have the meaning given in Section 2.5.

 

“Macquarie” shall mean Macquarie Group Limited or an Affiliate of Macquarie Group Limited.

 

“Market Capitalization” shall mean an amount equal to (i) the total number of issued and outstanding Company Shares multiplied by (ii) the closing price per share of such Company Shares on any national securities exchange registered under the Exchange Act.

 

“Maximum Number of Securities” shall have the meaning given in subsection 3.1.6.

 

“Minimum Takedown Threshold” shall have the meaning given in subsection 3.1.5.

 

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

 

“Nabors Lux” shall have the meaning given in the Preamble hereto.

 

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“Necessary Action” means, with respect to any Party and a specified result, all actions (to the extent such actions are not prohibited by applicable Law and within such Party’s control, and in the case of any action that requires a vote or other action on the part of the Board to the extent such action is consistent with fiduciary duties that the Company’s directors may have in such capacity) necessary to cause such result, including (a) calling special meetings of shareholders, (b) voting or providing a written consent or proxy, if applicable in each case, with respect to Company Shares, (c) causing the adoption of shareholders’ resolutions and amendments to the Constitution, (d) executing agreements and instruments, (e) making, or causing to be made, with Governmental Entities, all filings, registrations or similar actions that are required to achieve such result and (f) nominating certain Persons (including to fill vacancies) and providing the highest level of support for election of such Persons to the Board in connection with the annual or any special meeting of shareholders of the Company.

 

“Original RRA” shall have the meaning given in the Recitals hereto.

 

“Party” shall mean each of the Company, the SPAC Holders and the Vast Holders.

 

“Permitted Transferees” shall mean any Person to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Lock-up Period under this Agreement and any other applicable agreement between such Holder and the Company and is or has become party to this Agreement.

 

“Piggyback Registration” shall have the meaning given in subsection 3.2.1.

 

“Person” shall mean an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

 

“Private Warrant Agreement” shall mean that certain private warrant agreement, dated November 16, 2021, by and between SPAC and Continental Stock Transfer & Trust Company, as warrant agent, as amended, assigned and assumed by that certain private warrant assignment, assumption and amendment agreement, dated as of December 18, 2023, by and among the Company, the SPAC and Continental Stock Transfer & Trust Company, as warrant agent.

 

“Prospectus” shall mean the prospectus included in any Registration Statement, (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rules 430A or 430B under the Securities Act or any successor rule thereto), as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

 

“Public Warrant Agreement” shall mean that certain public warrant agreement, dated November 16, 2021, by and between SPAC and Continental Stock Transfer & Trust Company, as warrant agent, as amended, assigned and assumed by that certain public warrant assignment, assumption and amendment agreement, dated as of December 18, 2023, by and among the Company, the SPAC and Continental Stock Transfer & Trust Company, as warrant agent.

 

“Qantas” shall mean Qantas Airways Limited or a subsidiary of Qantas Airways Limited.

 

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“Registrable Security” shall mean at any time any outstanding Company Shares (including shares issuable under the Business Combination Agreement) or any other Equity Security (including the warrants to purchase Company Shares issued pursuant to the Warrant Agreements and Company Shares issued or issuable upon the exercise of any other Equity Security) of the Company held by a Holder and any security into which such Company Shares or other Equity Security shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise, in each case other than any security received pursuant to an incentive plan adopted by the Company on or after the Closing; provided, however, that, as to any particular Registrable Security, such securities shall cease to constitute Registrable Securities upon the earliest to occur of: (w) the date on which such securities are disposed of pursuant to an effective registration statement under the Securities Act; (x) the date on which such securities may be disposed of pursuant to Rule 144 (or any successor provision) promulgated under the Securities Act in a single day without limitation thereunder on volume or manner of sale; (y) the date on which such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration; and (z) the date on which such securities cease to be outstanding.

 

“Registration” shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

 

“Registration Expenses” shall mean the documented out-of-pocket expenses of a Registration, including, without limitation, the following:

 

(A)            all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any national securities exchange on which the Company Shares is then listed;

 

(B)            fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

 

(C)            printing, messenger, telephone and delivery expenses;

 

(D)            reasonable fees and disbursements of counsel for the Company;

 

(E)            reasonable fees and disbursements of all independent registered public accountants of the Company and any other specialists required or reasonably requested by the underwriters incurred specifically in connection with such Registration;

 

(F)            the fees and expenses incurred in connection with the listing of any Registrable Securities on Nasdaq or other securities exchange upon which the Company Shares are listed;

 

(G)            the fees and expenses incurred by the Company in connection with any road show for any Underwritten Offerings, including Underwriter marketing costs (but only if the Company is also proposing to offer and sell securities in such offering); and

 

(H)            reasonable fees and expenses, not to exceed $150,000, of one (1) legal counsel selected by (i) the majority-in-interest of the Demanding Holders in an Underwritten Shelf Takedown or (ii) in the case of a Piggyback Registration, the majority in interest of the Holders participating in such Piggyback Registration; provided that, the Company will not be required to pay fees and expenses for more than one (1) legal counsel for all Holders in any given Registration or Shelf Takedown.

 

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“Registration Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

 

“Representatives” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person acting on behalf of such Person.

 

“Requesting Holders” shall have the meaning given in subsection 3.1.6.

 

“Rule 415” shall mean Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

 

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

 

“Shelf” shall have the meaning given in subsection 3.1.1.

 

“Shelf Registration” shall mean a registration of securities pursuant to a Registration Statement filed with the Commission in accordance with and pursuant to Rule 415.

 

“Shelf Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

 

“SPAC Holders” shall have the meaning given in the Preamble hereto.

 

“Specified Investor” shall mean EDF, Qantas, Airbus or Macquarie.

 

“Specified Price” shall mean $10.20 per share; provided, however, that if any change in the number of Company Shares occurs following the date hereof as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange, or readjustment of shares, or any stock dividend or stock distribution, the Specified Price shall be equitably adjusted to reflect such change to provide Nabors Parent the same economic benefit as contemplated by this Agreement prior to such event.

 

“Sponsor” shall have the meaning given in the Preamble hereto.

 

“Sponsor Nominees” shall have the meaning given in subsection 2.1.1.

 

“Subsequent Shelf Registration” shall have the meaning given in subsection 3.1.4.

 

“Superior Capital Raise” shall have the meaning given in Section 2.5.

 

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

 

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

 

“Underwritten Shelf Takedown” shall have the meaning given in subsection 3.1.5.

 

“Vast Holder” shall have the meaning given in the Preamble hereto.

 

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“Warrant Agreements” shall mean the Private Warrant Agreement and the Public Warrant Agreement, collectively.

 

“Well-Known Seasoned Issuer” shall have the meaning set forth in Rule 405 promulgated by the Commission pursuant to the Securities Act.

 

“Withdrawal Notice” shall have the meaning given in subsection 3.1.7.

 

Article II
GOVERNANCE Rights

 

2.1            Board of Directors.

 

2.1.1          Sponsor and Nabors Nominees. Until the Additional Rights Expiration Date, the Sponsor shall have the right to nominate two directors for election to serve on the Board (the “Sponsor Nominees” and each a “Sponsor Nominee”). Thereafter, for so long as Nabors Industries Ltd., a Bermuda exempted company and affiliate of Sponsor (“Nabors Parent”), and its Affiliates Beneficially Own at least 50% of the number of Company Shares that Nabors Parent and its Affiliates collectively Beneficially Owned immediately following Closing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), Sponsor shall have the right to nominate one Sponsor Nominee. At least one of the Sponsor Nominees seated at any given time shall qualify as “independent” pursuant to the listing standards of the national securities exchange upon which the Company Shares are admitted to trading (or, if at the time of such recommendation, the Company Shares are not admitted to trading on a national securities exchange, pursuant to the listing standards of Nasdaq or its successor).

 

2.1.2          AgCentral Energy Nominees. For so long as AgCentral Energy and its Affiliates Beneficially Own at least the number of Company Shares that entitle Sponsor to the nomination right contemplated by subsection 2.1.1, AgCentral Energy shall have the right to nominate one director for election to serve on the Board (the “AgCentral Energy Nominee”). The AgCentral Energy Nominee shall qualify as “independent” pursuant to the listing standards of the national securities exchange upon which the Company Shares are admitted to trading (or, if at the time of such recommendation, the Company Shares are not admitted to trading on a national securities exchange, pursuant to the listing standards of Nasdaq or its successor).

 

2.1.3          Procedures for nominees.

 

(a)            The Company shall take all Necessary Action to cause the Board to include in the slate of nominees to be voted upon by the shareholders of the Company at any meeting thereof the Sponsor Nominee and each AgCentral Energy Nominee.

 

(b)            In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal of a Sponsor Nominee or AgCentral Energy Nominee, then Sponsor (in the case of a Sponsor Nominee) or AgCentral Energy (in the case of an AgCentral Energy Nominee) shall have the exclusive right to nominate an individual to fill such vacancy, and the Company shall take all Necessary Action to remove or nominate or cause the Board to appoint, as applicable, a replacement Sponsor Nominee or AgCentral Energy Nominee (as applicable) designated by Sponsor or AgCentral Energy (as applicable) to fill any such vacancy above as promptly as practicable after such designation.

 

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2.2            Sharing of Information.

 

2.2.1            By Sponsor Nominees. To the extent permitted by antitrust, competition or any other applicable Law, each of the Company and Sponsor agree and acknowledge that any Sponsor Nominee may, to the extent consistent with fiduciary duties, share confidential, non-public information about the Company and its subsidiaries (“Confidential Information”) with the Sponsor. Sponsor recognizes that it, or its Affiliates and Representatives, have acquired or will acquire Confidential Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, Sponsor covenants and agrees with the Company that it will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, use or disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of Sponsor in violation of this Agreement and without breach of fiduciary duty by such Sponsor Nominee, (b) disclosure is required by applicable Law (including any filing following the date of Closing made pursuant to applicable securities laws) or court of competent jurisdiction or requested by a Governmental Entity, (c) such information was available or becomes available to Sponsor or its Affiliates or Representatives before, on or after the date of this Agreement, without restriction, from a source (other than the Company or any of its subsidiaries or the Sponsor Nominees) without any breach of duty to the Company or any of its Affiliates or (d) such information was independently developed by such Party or its Representatives without the use of, or reference to, the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Sponsor from disclosing Confidential Information (x) to any Affiliate or Representative, of such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and Sponsor shall be responsible for any breach of this subsection 2.2.1 by any such Person or (y) if such disclosure is made pursuant to any examinations, audits, investigations, regulatory sweeps or other regulatory inquiries by regulatory agencies, self-regulatory organizations, Governmental Entities or examiners thereof with jurisdiction over such Party that does not target the Company or the Confidential Information.

 

2.2.2            By AgCentral Energy Nominees. To the extent permitted by antitrust, competition or any other applicable Law, each of the Company and AgCentral Energy agree and acknowledge that the AgCentral Energy Nominees may, to the extent consistent with fiduciary duties, share Confidential Information with AgCentral Energy. AgCentral Energy recognizes that it, or its Affiliates and Representatives, have acquired or will acquire Confidential Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, AgCentral Energy covenants and agrees with the Company that it will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, use or disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of AgCentral Energy in violation of this Agreement and without breach of fiduciary duty by the AgCentral Energy Nominees, (b) disclosure is required by applicable Law (including any filing following the date of Closing made pursuant to applicable securities laws) or court of competent jurisdiction or requested by a Governmental Entity, (c) such information was available or becomes available to AgCentral Energy or its Affiliates or Representatives before, on or after the date of this Agreement, without restriction, from a source (other than the Company or any of its subsidiaries or the AgCentral Energy Nominees) without any breach of duty to the Company or any of its Affiliates or (d) such information was independently developed by such Party or its Representatives without the use of, or reference to, the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit AgCentral Energy from disclosing Confidential Information (x) to any Affiliate or Representative, of such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and AgCentral Energy shall be responsible for any breach of this subsection 2.2.2 by any such Person or (y) if such disclosure is made pursuant to any examinations, audits, investigations, regulatory sweeps or other regulatory inquiries by regulatory agencies, self-regulatory organizations, Governmental Entities or examiners thereof with jurisdiction over such Party that does not target the Company or the Confidential Information.

 

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2.3            Compliance with Securities Laws. The Sponsor and AgCentral Energy each acknowledge that (a) it understands that the Confidential Information may contain or constitute material non-public information or insider information (as defined in the Corporations Act) (collectively, “MNPI”) concerning the Company or its affiliates; and (b) trading in the Company’s, or its affiliates’ securities while in possession of MNPI or communicating MNPI to any other person who trades in such securities could subject the Sponsor, AgCentral Energy or the Company to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of the Exchange Act, and Rule 10b-5 promulgated thereunder, or Division 3 of Chapter 7 of the Corporations Act. The Sponsor and AgCentral Energy each agree that it and its Affiliates will not trade, and it will instruct its Representatives not to trade, in the Company’s or its affiliates’ securities while in possession of MNPI or at all until the Company, its affiliates and its Representatives (including the Sponsor Nominees or AgCentral Energy Nominees, as applicable) can do so in compliance with all applicable Laws and without breach of this Agreement.

 

2.4            Consent to Future Capital Raises. Following the date hereof until the Additional Rights Expiration Date, except in any Exempt Issuance, the Company shall not (and shall cause its subsidiaries not to) raise any capital, directly or indirectly, whether by issuing, selling, granting or disposing of any of equity interests or debt securities or any instruments convertible into or exercisable for equity interests or debt securities, incurring, assuming, guaranteeing or otherwise becoming liable for any indebtedness, or otherwise (any of the foregoing, a “Capital Raise”), without the prior written consent of Nabors Parent, which consent shall not be unreasonably withheld.

 

2.5            Nabors MFN. Without limitation to or modification of any existing rights of Nabors Parent or any of its Affiliates under the terms of any other Transaction Document, if (i) prior to the six (6) month anniversary of the Closing, any Person, and (ii) during the following three (3) months, until the nine month anniversary of the Closing, any Specified Investor, has invested in equity or debt interests of the Company on terms that are more favorable to such investor from a financial perspective than the terms applicable to Nabors Parent or any of its Affiliates under the Backstop Agreement, as determined by Nabors Parent in its reasonable discretion (a “Superior Capital Raise”), then (1) to the extent the investor in such Superior Capital Raise has subscribed for Company Shares at a price less than the Specified Price (the “Lower Price”), the Company shall issue additional Company Shares to Nabors Parent and its Affiliates, as applicable, so that the aggregate number of Company Shares received for their investment under the Backstop Agreement is equal to the number of Company Shares they would have received had the price for all such shares been the Lower Price, and (2) to the extent the investor in such Superior Capital Raise has invested in any other security, at Nabors Parent’s election, the Company shall issue to Nabors Parent and its Affiliates, as applicable, debt or equity interests on the terms issued in the Superior Capital Raise, in exchange for the equity interests (and the debt interests received in exchange for equity interests in a prior exchange under this provision) still held by them that were purchased pursuant to the Backstop Agreement (excluding any shares that were issued as the Backstop Commitment Fee) so that Nabors Parent or any of its Affiliates hold the debt or equity interests they would have held had the investment under the Backstop Agreement been conducted on the terms of the Superior Capital Raise; provided, however, that if the debt or equity interests issued in the Superior Capital Raise are convertible into Company Shares and either Vast or Nabors Parent reasonably determines, after consulting in good faith with the other and with outside counsel, that there are significant impediments to the timely consummation of an exchange of the nature contemplated above (as a result of shareholder approval requirements, legal impediments, or otherwise), then Vast and Nabors Parent shall in good faith determine a mechanism, in lieu of such an exchange, to provide Nabors Parent and its Affiliates, as applicable, with the value they would have had if the investment under the Backstop Agreement was conducted on the terms of the Superior Capital Raise, which mechanism shall provide a result to Nabors Parent and its Affiliates no worse than the issuance of additional Company Shares to Nabors Parent and its Affiliates, as applicable, so that the aggregate number of Company Shares received for their investment under the Backstop Agreement is equal to the number of Company Shares they would have received had the price for all such shares been at the conversion price for the debt or equity interests issued in the Superior Capital Raise.

 

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Article III
REGISTRATIONS AND OFFERINGS

 

3.1            Shelf Registration.

 

3.1.1          Form F-1 Shelf Filing. The Company shall use its reasonable best efforts to file within sixty days of Closing a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf,” and together with the Form F-3 Shelf (as defined herein) and any Subsequent Shelf Registration, the “Shelf”) covering the resale of all the Registrable Securities (and certain other outstanding Equity Securities of the Company as may be required by registration rights granted in favor of other shareholders of the Company or in the Company’s sole discretion) on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The Company shall use its commercially reasonable efforts to cause the Shelf to become effective as soon as practicable after such filing. The Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder prior to the Shelf being declared effective; provided that it is agreed any Form F-1 Shelf shall have a plan of distribution that contemplates underwritten public offerings. The Company shall use commercially reasonable efforts to maintain the Shelf in accordance with the terms hereof, and shall use commercially reasonable efforts to prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act (including to increase the amount of Registrable Securities that may be resold thereunder as a result of a Holder obtaining additional Registrable Securities) until such time as there are no longer any Registrable Securities.

 

3.1.2         Rule 415 Cutback.

 

(a)            Notwithstanding the registration obligations set forth in subsection 3.1.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 of the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (a) inform each of the Holders and use its reasonable best efforts to file amendments to the Shelf Registration as required by the Commission and/or (b) withdraw the Shelf Registration and file a new Registration Statement (a “New Registration Statement”) to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”).

 

(b)            Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities and subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis among the Holders.

 

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(c)             If the Company amends the Shelf or files a New Registration Statement, as the case may be, under this subsection 3.1.2, the Company shall use its reasonable best efforts to file with the Commission, as promptly as practicable and allowed by the Commission or SEC Guidance, one or more Registration Statements to register for resale those Registrable Securities that were not registered for resale on the Shelf, as amended, or the New Registration Statement.

 

3.1.3          Form F-3 Shelf. The Company shall use its reasonable best efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Registration Statement for a Shelf Registration on Form F-3 (the “Form F-3 Shelf”) as soon as practicable after the Company is eligible to use such Form F-3 Shelf.

 

3.1.4          Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall use its reasonable best efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities (determined as of two Business Days prior to such filing) from time to time, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an Automatic Shelf Registration Statement if the Company is a Well-Known Seasoned Issuer) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form F-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, the Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof.

 

3.1.5          Requests for Underwritten Shelf Takedowns. At any time and from time to time after the Shelf has been declared effective by the Commission, and after the expiration of the lock-up period set out in subsection 4.7.1, any Holder may request to sell, all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (x) securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, the lesser of (i) $20,000,000 and (ii) five percent (5%) of the Company’s market capitalization or (y) all remaining Registrable Securities held by the requesting Holder, but in no event with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to less than $10,000,000 (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown, the intended method or methods of distribution thereof and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The majority-in-interest of Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks) subject to the prior approval of the Company, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein, the Sponsor and each other SPAC Holder, if any, may each demand only one Underwritten Shelf Takedown each fiscal year and the VAST Holders may, collectively, demand only two Underwritten Shelf Takedowns each fiscal year; provided, that no demand for an Underwritten Shelf Takedown may be made prior to 45 days following the consummation of another Underwritten Shelf Takedown or a Piggyback Registration (as defined herein) has been effected.

 

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3.1.6            Reduction of Underwritten Shelf Takedown. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Company Shares or other Equity Securities that the Company desires to sell and all other Company Shares or other Equity Securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggyback registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of Equity Securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, (i) the Registrable Securities that can be sold without exceeding the Maximum Number of Securities pro rata among all participating Holders on the basis of the number of Registrable Securities requested to be included by each such Holder, (ii) to the extent that the Maximum Number of Securities has not been reached under the foregoing (i) such number of Company Shares or other Equity Securities proposed to be sold by the Company that can be sold without exceeding the Maximum Number of Securities, and (iii) to the extent that the Maximum Number of Securities has not been reached under the foregoing (i) and (ii), Company Shares or other Equity Securities of other Persons that the Company is obligated to include in such Underwritten Offering pursuant to separate written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Securities. Notwithstanding anything herein to the contrary, if the Maximum Number of Securities is less than 50% of the number of Registrable Securities requested by the Holders to be included in such Underwritten Shelf Takedown, such Underwritten Shelf Takedown shall not count as an Underwritten Shelf Takedown demanded by any Holder for purposes of subsection 3.1.3.

 

3.1.7            Withdrawal. Any of the Holders initiating a Shelf Takedown shall have the right to withdraw from a Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that the SPAC Holders or the Vast Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown for purposes of subsection 3.1.4 with respect to the applicable Demanding Holder, unless the Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided, that if a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall count as an Underwritten Shelf Takedown demanded by such Holder for purposes of subsection 3.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown.

 

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Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Underwritten Shelf Takedown prior to its withdrawal under this subsection 3.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to the second sentence of this subsection 3.1.6.

 

3.2            Piggyback Registration.

 

3.2.1            Piggyback Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of, Equity Securities, or securities or other obligations exercisable or exchangeable for, or convertible into Equity Securities, for its own account, for a Demanding Holder or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 3.1 hereof), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that related to a transaction subject to Rule 145 promulgated under the Securities Act or any successor rule thereto), (iii) for a rights offering or an exchange offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into Equity Securities of the Company, (v) for an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, or (vi) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) Business Days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to a Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, a good faith estimate of the proposed maximum offering price of such securities, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (unless such offering is an overnight or bought Underwritten Offering, then one (1) day, in each case) (such registered offering, a “Piggyback Registration”), provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing, or distribution of the Equity Securities in an Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the Company shall not be required to offer such opportunity to such Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of subsection 3.2.2. The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 3.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.

 

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3.2.2          Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Company Shares or other Equity Securities that the Company desires to sell, taken together with (i) the Company Shares or other Equity Securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 3.2 hereof, and (iii) Company Shares or other Equity Securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of Persons other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:

 

(a)            If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering the number of Company Shares or other Equity Securities proposed to be sold by the Company, and thereafter, the Registrable Securities that can be sold without exceeding the Maximum Number of Securities pro rata among such Holders on the basis of the number of Registrable Securities requested to be included by each such Holder and, to the extent that the Maximum Number of Securities has not been reached, Company Shares or other Equity Securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of Persons other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;

 

(b)            If the Registration or registered offering is pursuant to a request by Persons other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the Company Shares or other Equity Securities, if any, of such requesting Persons, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 3.2.1, pro rata among such Holders on the basis of the number of Registrable Securities requested to be included by each such Holder, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Company Shares or other Equity Securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Company Shares or other Equity Securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such Persons, which can be sold without exceeding the Maximum Number of Securities.

 

(c)            If the Registration or registered offering is an Underwritten Shelf Takedown pursuant to a request by Holder(s) of Registrable Securities pursuant to subsection 3.1.5 hereof, then the Company shall include in any such Underwritten Shelf Takedown the applicable securities in the priority set forth in subsection 3.1.6.

 

3.2.3          Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, at least five (5) Business Days prior to the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 3.2.3.

 

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3.2.4            Unlimited Piggyback Registration Rights. For purposes of clarity, subject to subsection 3.1.6 any Piggyback Registration effected pursuant to Section 3.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under subsection 3.1.4 hereof.

 

3.3            Market Stand-off. In connection with any Underwritten Offering of Equity Securities of the Company, if requested by the managing Underwriter(s), each Holder agrees that it shall not transfer any Company Shares (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the seven days prior to and the 90-day period beginning on the date of pricing of such offering, except in the event the Underwriters managing the offering otherwise agree by written consent. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders). Notwithstanding the foregoing, with respect to an Underwritten Offering, a Holder shall not be subject to this Section 3.3 with respect to an Underwritten Offering unless each shareholder of the Company that (together with their affiliates) hold at least 5% of the issued and outstanding Company Shares and each of the Company’s directors and officers have executed a lock-up on terms at least as restrictive with respect to such Underwritten Offering as requested of the Holders. A Holder’s obligations under this Section 3.3 shall only apply for so long as such Holder or its affiliates is a member of the Board of Directors of the Company or such Holder (together with its Affiliates) holds at least 5% of the issued and outstanding Company Shares.

 

Article IV
COMPANY PROCEDURES

 

4.1            General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall use reasonable best efforts to, as expeditiously as possible:

 

4.1.1            prepare and file with the Commission, within the timeframe required by Section 3.1.1, a Registration Statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective pursuant to the terms of this Agreement until all Registrable Securities covered by such Registration Statement have been sold or have ceased to be Registrable Securities;

 

4.1.2            prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus as may be reasonably requested by any Holder or Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;

 

4.1.3            prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders; provided that the Company will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system;

 

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4.1.4            prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “Blue Sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request (or provide evidence reasonably satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

 

4.1.5            use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

 

4.1.6            provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

 

4.1.7            advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

 

4.1.8            at least two (2) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);

 

4.1.9            notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 4.4 hereof;

 

4.1.10          in the event of an Underwritten Offering, and solely to the extent customary for a transaction of its type, permit a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such Person’s own expense, in the preparation of the Registration Statement or the Prospectus, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney, consultant or accountant in connection with the Registration; provided, however, that the Company may not include the name of any Holder or any information regarding any Holder in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder (not to be unreasonably withheld) and providing each such Holder a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;

 

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4.1.11            obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters for a transaction of its type as the managing Underwriter may reasonably request;

 

4.1.12            on the date the Registrable Securities are delivered for sale pursuant to such Registration, in the event of an Underwritten Offering, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Underwriters, the placement agent or sales agent, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Underwriters, the placement agent or sales agent may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to such Underwriters, placement agent or sales agent;

 

4.1.13            in the event of an Underwritten Offering, to the extent reasonably requested in order to engage in such offering, allow the Underwriters to conduct customary due diligence with respect to the Company;

 

4.1.14            in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form and as agreed to by the Company, with the managing Underwriter of such offering;

 

4.1.15            make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

 

4.1.16            if an Underwritten Offering involves Registrable Securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, the lesser of (i) $20 million and (ii) five percent (5%) of the Company’s market capitalization, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering; and

 

4.1.17            otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, consistent with this Agreement, in connection with such Registration.

 

4.2            Registration Expenses. Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all Underwriters’ commissions and discounts, brokerage fees, and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

 

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4.3            Requirements for Inclusion as a Selling Stockholder. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, and any other reasonably requested agreements or certificates, on or prior to the fifth (5^th) Business Day prior to the first anticipated filing date of a Registration Statement pursuant to this Agreement, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No Person may participate in any Underwritten Offering for Equity Securities of the Company pursuant to a Registration initiated by the Company hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 4.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

 

4.4            Suspension of Sales; Adverse Disclosure.

 

4.4.1            Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, or upon the advice of counsel for the Company, the Company determines it is necessary to supplement or amend the prospectus to comply with applicable law, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to use commercially reasonable efforts to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time (i) would require the Company to make an Adverse Disclosure, (ii) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control or (iii) in the good faith judgement of a majority of the Board, would be seriously detrimental to the Company and the Board concludes, as a result, that it is necessary to defer such filing, initial effectiveness, or continued use at such time, or (iv) if the majority of the Board, in its good faith judgment, determines to delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement and such delay or suspension arises out of or is a result of, or is related to or is in connection with any publicly available written guidance of the Commission, or any comments requirements, or requests of the Commission Staff related to accounting, disclosure or other matters, then the Company may, upon giving prompt written notice of such action to the Holders, delay, postpone or suspend (i) the filing or initial effectiveness of, or suspend use of, such Registration Statement, and/or (ii) the launch of any Underwritten Offering, in each case, for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 4.4.

 

4.4.2            Subject to subsection 4.4.3, during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days (or such shorter time as the managing Underwriters may agree) after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf, or (b) if, pursuant to subsection 3.1.5, Holders have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to subsection 3.1.5.

 

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4.4.3            The right to delay, postpone or suspend any filings, initial effectiveness or launch of any Underwritten Offering pursuant to subsection 4.4.1 shall be exercised by the Company, in the aggregate, for not more than ninety (90) consecutive days or more than one hundred and eighty (180) total days in any twelve-month period.

 

4.5            Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 4.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to the Company), including providing any customary legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

 

4.6            Other Obligations. In connection with any sale or other disposition of the Registrable Securities by a Holder pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) and upon compliance by the Holder with the requirements of this Section 4.6, if requested by the Holder, the Company shall use commercially reasonable efforts to cause the transfer agent for the Registrable Securities (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Registrable Securities and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within two (2) trading days of any such request therefor from the Holder; provided that the Company and the Transfer Agent have timely received from the Holder customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith. Subject to receipt from the Holder by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, the Holder may request that the Company remove any legend from the book entry position evidencing its Registrable Securities and the Company will, if required by the Transfer Agent, use its commercially reasonable efforts cause an opinion of the Company’s counsel be provided, in a form reasonably acceptable to the Transfer Agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, following the earliest of such time as such Registrable Securities (i) are subject to or have been or are about to be sold pursuant to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission).

 

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4.7            Transfer Restrictions.

 

4.7.1            During the Lock-Up Period, none of the Holders shall offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or distribute any Equity Securities that are subject to the Lock-Up Period or any securities convertible into, exercisable for, exchangeable for or that represent the right to receive Equity Securities that are subject to the Lock-Up Period, whether now owned or hereinafter acquired, that is owned directly by such Holder (including securities held as a custodian) or with respect to which such Holder has beneficial ownership within the rules and regulations of the Commission (such securities that are subject to the Lock-Up Period, the “Restricted Securities”), other than (i) if the Holder is an entity, transfers to (A) such entity’s officers or directors or any affiliate or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) if the Holder is an individual, transfers by gift to members of the individual’s immediate family or to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin (such family members “immediate family”); (iii) if the Holder is an individual, transfers by will or intestate succession or by virtue of Laws of descent and distribution upon the death of the individual; (iv) if the Holder is an individual, transfers by operation of Law or pursuant to a qualified domestic order, court order or in connection with a divorce settlement, divorce decree or separation agreement; (v) if the Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (A) transfers to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with the Holder, or (B) distributions of Restricted Securities to partners, limited liability company members or shareholders of the Holder, including, for the avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (vi) if the Holder is a trust or a trustee of a trust, transfers to a trustor or beneficiary of the trust, to the designated nominee of a beneficiary of such trust or to the estate of a beneficiary of such trust; (vii) if the Holder is an entity, transfers by virtue of the Laws of the jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) transfers to a nominee or custodian of a Person to whom a transfer would be permitted under the foregoing clauses (i) through (vii); (ix) pledges of any Restricted Securities to a financial institution that create a mere security interest in such Restricted Securities pursuant to a bona fide loan or indebtedness transaction so long as the relevant Holder continues to control the exercise of the voting rights of such pledged securities as well as any foreclosures on such pledged securities; (x) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (xi) the entry, by the Holder of any trading plan providing for sale of shares of Restricted Securities by the Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided however that such plan does not provide for, or permit, the sale of any Restricted Securities during the Lock-up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-up Period; (xii) pursuant to any liquidation, successful takeover bid under Chapter 6 of the Corporations Act, merger by scheme of arrangement under Part 5.1 of the Corporations Act, share exchange or other similar transaction which results in all of the shareholders of the Company having the right to exchange their Company Shares for cash, securities or other property subsequent to the Closing; (xiii) transfers in connection with any legal, regulatory or other order; (xiv) transfers to the officers or directors of the Company or the Sponsor or their respective affiliates; or (xv) any transfer or sale to enable Sponsor or its direct or indirect owners to pay taxes (including estimated taxes) arising in connection with the transactions described in the Business Combination Agreement or the Support Agreement (as defined in the Business Combination Agreement) or make tax distributions in respect thereof. The foregoing restriction is expressly agreed to preclude each Holder, as applicable, from engaging in any hedging or other transaction with respect to Restricted Securities which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Restricted Securities even if such Restricted Securities would be disposed of by someone other than such Holder. Such prohibited hedging or other transactions include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Restricted Securities of the applicable Holder, or with respect to any security that includes, relates to, or derives any significant part of its value from such Restricted Securities. Notwithstanding the foregoing, in each case (i) through (xiv) such transfer shall be conditioned on the transferee entering into a written agreement with the Company agreeing to be bound by the transfer restrictions of this Section 4.7. For the purposes of this subsection 4.7.1, “successful takeover bid” means one where the holders of at least 50% of the bid class securities that are not subject to the Lock-Up Period, and to which the offers under the bid relate, have accepted. For the avoidance of doubt, where a takeover bid does not become unconditional, the securities will revert to being subject to the Lock-Up Period.

 

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4.7.2            Each Holder hereby represents and warrants that it now has and, except as contemplated by subsection 4.7.1 or this subsection 4.7.2 for the duration of the Lock-Up Period, will have good and marketable title to its Restricted Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Holder to comply with the foregoing restrictions. Each Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Securities during the Lock-Up Period. The Company shall reasonably cooperate with Holders to permit any transfer or sale described in clauses (i) through (xvi) of subsection 4.7.1, including by causing the temporary removal of any such stop transfer instructions to the extent reasonably necessary to permit any such transfer or sale.

 

4.7.3            The provisions in this Section 4.7 shall supersede the lock-up provisions contained in Section 7 of the Letter Agreement, which provision in Section 7 of the Letter Agreement shall be of no further force or effect.

 

4.7.4            This provisions in this Section 4.7 shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.

 

Article V
INDEMNIFICATION AND CONTRIBUTION

 

5.1            Indemnification.

 

5.1.1            In connection with any Registration Statement in which a holder of Registrable Securities is participating, the Company agrees to indemnify, to the extent permitted by law, each such Holder of Registrable Securities, its officers and directors and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including reasonable and documented attorneys’ fees) caused by any Misstatement or alleged Misstatement contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, in light of the circumstances under which it was made, not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

 

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5.1.2            In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by Law, shall, severally and not jointly, indemnify the Company, its directors, officers and agents and each Person who controls the Company (within the meaning of the Securities Act) and any other Holders of Registrable Securities participating in the Registration, against any losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including without limitation reasonable and documented attorneys’ fees) resulting from any Misstatement or alleged Misstatement contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, in light of the circumstances under which it was made, not misleading, but only to the extent that such Misstatement or omission is contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

 

5.1.3            Any Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim (and, if necessary, one local counsel), unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

 

5.1.4            The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.

 

5.1.5            If the indemnification provided under Section 5.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and documented out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and documented out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 5.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability, except in the case of fraud or willful misconduct by such Holder. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 5.1.1, 5.1.2 and 5.1.3 above, any legal or other fees, charges or documented out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 5.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 5.1.5. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 5.1.5 from any Person who was not guilty of such fraudulent misrepresentation.

 

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Article VI
MISCELLANEOUS

 

6.1            Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company to: Vast Renewables Limited, 226 Liverpool Street, Darlinghurst, NSW 2010, Australia, Attn: Alec Waugh, General Counsel, E-Mail: alec.waugh@vast.energy, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.

 

6.2            Representations and Warranties of the Parties. Each of the Parties hereby represents and warrants to each of the other Parties as follows:

 

6.2.1            Such Party, to the extent applicable, is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and has all requisite power and authority to conduct its business as it is now being conducted and is proposed to be conducted.

 

6.2.2            Such Party has the full power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action, corporate or otherwise, of such Party. This Agreement has been duly executed and delivered by such Party and constitutes its, his or her legal, valid and binding obligation, enforceable against it, him or her in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally.

 

6.2.3            The execution and delivery by such Party of this Agreement, the performance by such Party of its, his or her obligations hereunder by such Party does not and will not violate (i) in the case of Parties who are not individuals, any provision of its by-laws, charter, articles of association, partnership agreement or other similar organizational document, (ii) any provision of any material agreement to which it, he or she is a Party or by which it, he or she is bound or (iii) any law, rule, regulation, judgment, order or decree to which it, he or she is subject.

 

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6.2.4            Such Party is not currently in violation of any law, rule, regulation, judgment, order or decree, which violation could reasonably be expected at any time to have a material adverse effect upon such Party’s ability to enter into this Agreement or to perform its, his or her obligations hereunder.

 

6.2.5            There is no pending legal action, suit or proceeding that would materially and adversely affect the ability of such Party to enter into this Agreement or to perform its, his or her obligations hereunder.

 

6.3            Not a Group; Independent Nature of Holders’ Obligations and Rights. The Holders and the Company agree that the arrangements contemplated by this Agreement are not intended to constitute the formation of a “group” (as defined in Section 13(d)(3) of the Exchange Act). Each Holder agrees that, for purposes of determining beneficial ownership of such Holder, it shall disclaim any beneficial ownership by virtue of this Agreement of the Company’s Equity Securities owned by the other Holders, and the Company agrees to recognize such disclaimer in its Exchange Act and Securities Act reports. The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under this Agreement. Nothing contained herein, and no action taken by any Holder pursuant hereto, shall be deemed to constitute the Holders as, and the Company acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement. The decision of each Holder to enter into this Agreement has been made by such Holder independently of any other Holder. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment in the Company and that no other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in Company Shares or enforcing its rights under this Agreement. The Company and each Holder confirms that each Holder has had the opportunity to independently participate with the Company and its subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the rights and obligations contemplated hereby was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and its subsidiaries and not because it was required to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among the Holders.

 

6.4            Assignment; No Third Party Beneficiaries.

 

6.4.1            This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

 

6.4.2            Prior to the expiration of any Lock-up Period, no Holder subject to any such Lock-Up Period may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer to a Permitted Transferee; provided that such Permitted Transferee agrees to be bound by the terms of this Agreement.

 

  25  

 

 

6.4.3            After the expiration of the Lock-up Period to the extent applicable to such Holder, a Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to (a) Permitted Transferees, provided, however, that each such Permitted Transferee holds, after giving effect to such assignment or delegation, at least five percent (5%) of the then-outstanding Company Shares, (b) an Affiliate of such Holder, or (c) any Person with the prior written consent of the Company.

 

6.4.4            This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

 

6.4.5            This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as expressly set forth in this Agreement. Nabors Parent shall be an express third party beneficiary of Sections 2.4 and 2.5.

 

6.4.6            No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 6.4 shall be null and void.

 

6.4.7            A transferee receiving Registrable Securities from a SPAC Holder shall become a SPAC Holder under this Agreement, and a transferee receiving Registrable Securities from a Vast Holder shall become a Vast Holder under this Agreement.

 

6.5            Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

 

6.6            Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

 

6.7            Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or .PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

 

6.8            Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the action in any such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

 

  26  

 

 

6.9            TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

 

6.10            Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, (a) any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected and (b) Sections 2.4 and 2.5 may not be amended without the consent of Nabors Lux. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. Any amendment, termination, or waiver effected in accordance with this Section 6.10 shall be binding on each party hereto and all of such party’s successors and permitted assigns, regardless of whether or not any such party, successor or assignee entered into or approved such amendment, termination, or waiver.

 

6.11            Other Registration Rights. The Company represents and warrants that no Person, other than (a) a Holder of Registrable Securities, (b) the subscriber parties to those certain Subscription Agreements, dated as of February 14, 2023, by and among the Company and the subscriber parties thereto, as the same has been amended prior to the date hereof, and (c) the holders of warrants pursuant to the Warrant Agreements, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other Person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions, including the Original RRA and, to the extent set forth in Section 4.7, the Letter Agreement, and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. The Company agrees that (i) it shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders hereunder, and (ii) it shall not grant any registration rights to third parties which are more favorable than the rights granted hereunder unless are such more favorable rights are concurrently added to the rights granted hereunder.

 

  27  

 

 

6.12            Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided, that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

 

6.13            Termination of Original RRA. Upon the Closing, SPAC, Sponsor, and the other SPAC Holders party thereto hereby agree that the Original RRA and all of the respective rights and obligations of the parties thereunder are hereby terminated in their entirety and shall be of no further force or effect.

 

6.14            Term. This Agreement shall terminate upon the earlier of (i) the fourth anniversary of the date of this Agreement and (ii) with respect to and as to any Holder, when such Holder, following the Closing, ceases to Beneficially Own any Registrable Securities or any securities which are convertible or exchangeable into Registrable Securities.

 

6.15            Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

 

6.16            Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder for the purposes of the filing of a Registration Statement or Prospectus or otherwise as reasonably determined by the Company.

 

6.17            Legends. Each of the Holders acknowledges that (i) no transfer, hypothecation or assignment of any Registrable Securities Beneficially Owned by such Holder may be made except in compliance with applicable federal and state securities laws and (ii) the Company shall place customary restrictive legends on the certificates or book entries representing the Registrable Securities subject to this Agreement.

 

6.18            Adjustments. If, and as often as, there are any changes in Company Shares by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, equitable adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to Company Shares as so changed.

 

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

 

	COMPANY:
	VAST RENEWABLES LIMITED
	By:	/s/ Craig Wood
	Name:	Craig Wood
	Title:	Chief Executive Officer
	NABORS LUX:
	NABORS LUX 2 S.A.R.L.
	By:	/s/ Henricus Reindert Petrus Pollman
	Name:	Henricus Reindert Petrus Pollman
	Title:	Type A Manager
	SPAC:
	NABORS ENERGY TRANSITION CORP.
	By:	/s/ Anthony G. Petrello
	Name:	Anthony G. Petrello
	Title:	President, Chief Executive Officer and Secretary
	SPONSOR:
	NABORS ENERGY TRANSITION SPONSOR LLC
	By:	/s/ Anthony G. Petrello
	Name:	Anthony G. Petrello
	Title:	President, Chief Executive Officer and Secretary

 

	SPAC HOLDERS:
	/s/ William J. Restrepo
	William J. Restrepo
	/s/ John Yearwood
	John Yearwood

 

[Signature Page to Shareholder and Registration Rights Agreement]

     

 

 

	/s/ Guillermo Sierra
	Guillermo Sierra
	/s/ Collen Calhoun
	Colleen Calhoun
	/s/ Anthony G. Petrello
	Anthony G. Petrello

 

	CYNTHIA A. PETRELLO REVOCABLE TRUST
	By:	/s/ Anthony G. Petrello
	Name:	Anthony G. Petrello
	Title:	Trustee

 

	SPAC HOLDERS
	/s/ Maria Jelescu Dreyfus
	Maria Jelescu Dreyfus
	/s/ Jennifer Gill Roberts
	Jennifer Gill Roberts
	VAST HOLDERS:
	/s/ Johnny Kahlbetzer
	Johnny Kahlbetzer
	/s/ Bruce Alexander Leslie
	Bruce Alexander Leslie
	/s/ Christina Grace Hall
	Christina Grace Hall
	/s/ Craig David Wood
	Craig David Wood

 

[Signature Page to Shareholder and Registration Rights Agreement]

 

     

 

 

	/s/ Kurt Friedrich Drewes
	Kurt Friedrich Drewes
	/s/ Lachlan Parker Roberts
	Lachlan Parker Roberts
	/s/ Simon Maurice Woods
	Simon Maurice Woods
	/s/ Valentino Marco Pagura
	Valentino Marco Pagura

 

	VAST EMPLOYEE SHARE HOLDINGS PTY LTD AS TRUSTEE FOR THE VAST RENEWABLES LIMITED EMPLOYEE SHARE TRUST
	By:	/s/ Craig Wood
	Name:	Craig Wood
	Title:	Chief Executive Officer

 

[Signature Page to Shareholder and Registration Rights Agreement]

 

     

 

 

Schedule I

 

None.

 

     

 

EX-4.50

Exhibit 4.50

13 December 2023

To:	CT Investments Group Pty Limited ACN 634 004 907 (Investor)
	Address:	Level 4, Plaza Offices – West, 21 Terminal Avenue
		Canberra Airport ACT 2609
	Attention:	Stephen Byron
	Email:	s.byron@canberraairport.com.au
From:	Vast Renewables Limited (ACN 136 258 574) (Issuer)
	Address:	226 Liverpool Street
		Darlinghurst NSW 2010
	Attention:	Craig Wood
	Email:	craig.wood@vast.energy

PRIVATE & CONFIDENTIAL

Dear Stephen,

Subscription Agreement – Amendment Letter

1. Background

1.1 Reference is made to the Subscription Agreement dated 18 September 2023 between the Investor and the Issuer (Subscription Agreement).

1.2 This letter sets out the terms on which the Subscription Agreement is amended.

2. Definitions & Interpretation

2.1 Unless otherwise stated, capitalised terms used in this letter have the meaning set out in the Subscription Agreement and any clause references are to the clauses of the Subscription Agreement, and Effective Date means the date of this letter.

2.2 Clause 1.2 (Interpretation) of the Subscription Agreement applies to this letter as if set out in full in this letter, mutatis mutandis.

3. Amendments to Subscription Agreement

On and from the Effective Date, the Subscription Agreement is amended as set out in Annexure 1 (Amendments) of this letter.

4. General

4.1 If there is any inconsistency between the provisions of the Subscription Agreement and this letter, the terms of this letter shall prevail.

4.2 The effect of this letter is merely to amend the Subscription Agreement and is not intended to rescind or terminate the Subscription Agreement. Except as specifically amended by this letter, the provisions of the Subscription Agreement remain in full force and effect.

4.3 Nothing in this letter:

(a) prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Subscription Agreement other than as expressly contemplated or amended by the terms of this letter; or

(b) discharges, releases or otherwise affects any liability or obligation arising under or in connection with any Subscription Agreement other than as expressly amended by this letter.

4.4 Considering the commercially sensitive nature of this letter, the contents of this letter are strictly confidential, and the parties must comply with clause 4 of the Subscription Agreement (Confidentiality).

4.5 This letter may be executed electronically or in handwriting and in any number of counterparts. All counterparts, taken together, constitute one instrument. A party may execute this letter by signing any counterpart.

4.6 This letter is governed by the laws of New South Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales.

Please confirm your agreement to the terms of this letter by signing where indicated below and returning an executed copy of this letter to us by email.

Yours faithfully,

[Issuer signing block over the page]

2

Executed as a deed.

Issuer
Signed, sealed and delivered by Vast Renewables Limited (ACN 136 258 574) in accordance with section 127 of the Corporations Act 2001 (Cth) by:
/s/ Craig Wood	/s/ Alec Waugh
Signature of director	Signature of director/secretary
Craig Wood	Alec Waugh
Name of director (print)	Name of director/secretary (print)

[Signature Page: Subscription Agreement – Amendment Letter]

Executed as a deed (cont.).

Investor
Signed, sealed and delivered by CT Investments Group Pty Limited (ACN 634 004 907) in accordance with section 127 of the Corporations Act 2001 (Cth) by:
/s/ Stephen Leslie Carson	/s/ Damian John Frey
Signature of director	Signature of director/secretary
Stephanie Leslie Carson	Damian John Frey
Name of director (print)	Name of director/secretary (print)

[Signature Page: Subscription Agreement – Amendment Letter]

Annexure 1 – Amendments

 

Subscription agreement

for shares in Vast Solar Pty. Ltd.Renewables Limited (ACN 136 258 574) by CT Investments Group Pty Limited (ACN 634 004 907)

Date:

Parties

1 Vast Solar Pty. Ltd.Renewables Limited (ACN 136 258 574) of 226 Liverpool Street, Darlinghurst, New South Wales 2010 (Issuer)

2 The party set out in item 1 of Schedule 2 (Investor)

The parties agree

1 Defined terms and interpretation

1.1 Definitions in the Dictionary

A term or expression starting with a capital letter:

(a) which is defined in the Dictionary in Schedule 1 (DictionaryDictionaryDictionary), has the meaning given to it in the Dictionary; and

(b) which is defined in the Corporations Act, but is not defined in the Dictionary, has the meaning given to it in the Corporations Act.

1.2 Interpretation

The interpretation clause in Schedule 1 (DictionaryDictionaryDictionary) sets out rules of interpretation for this agreement.

2 Subscription

2.1 Primary Subscription

Subject to the terms and conditions of this agreement, on Completion the Issuer is hereby obligated to and must allot and issue, and the Investor is hereby obligated to and must subscribe (either directly or through its nominee) for, the Primary Subscription Shares for the Primary Subscription Amount.

2.2 Secondary Subscription Fee

(a) SubjectThe Issuer must pay to the terms and conditions of this agreement, the Issuer is hereby obligated to and must allot and issue, and the Investor is hereby obligated to and must subscribe (either directly or through its nominee) for, the Secondary Subscription Shares for the Secondary Subscription Amount.

(b) The Issuer will informUS$150,000, in cash within 20 Business Days of the Completion Date and into a bank account nominated by the Investor of the Secondary Subscription Amount 20at least 2 Business Days prior to the scheduled completion of the Transaction.Completion Date.

2.3 Time and place for Completion

(a) Completion is conditional on the Issuer completing the TransactionMerger.

(b) Subject to the condition in clause 2.3(a) being satisfied, Completion will take place concurrently with the TransactionMerger or as soon as practicable thereafter.

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2.4 Rights and ranking

All Subscription Shares issued to the Investor will:

(a) be issued as fully paid;

(b) be free of Encumbrances; and

(c) rank equally in all respects with the other Shares on issue in the capital of the Issuer as at the Completion Date.

2.5 Investor’s obligations at Completion

(a) Immediately before Completion, the Investor must pay to the Issuer the Subscription Amount in immediately available funds into the Issuer’s bank account with the details specified in item 5 of Schedule 2.

(b) To the extent the Investor has transferred the Subscription Amount to the Issuer prior to the condition in clause 2.3(a) being satisfied, the Issuer holds such amount on trust for the Investor until the Completion Date, at which time it will be released to the Issuer.

(c) If the condition is not satisfied by 18 December 2023, the Issuer must immediately return to the Investor any amounts held by it on trust for the Investor to the bank account specified by the Investor.

2.6 Issuer’s obligations at Completion

At Completion, subject to the Investor satisfying its obligation in clause 2.5, the Issuer must:

(a) allot and issue the Subscription Shares to the Investor (or its nominee) in consideration of the Subscription Amount; and

(b) register the Subscription Shares in the Issuer’s register of members, free from any Encumbrance and deliver to the Investor evidence of the Investor's (or its nominee’s) entitlement to the Subscription Shares.

2.7 Share application

(a) Clauses 2.1 to 2.6 (inclusive) operate as an application by the Investor for the issue and allotment by the Issuer to the Investor of the Subscription Shares on the Completion Date without the necessity for any separate instrument of application by the Investor.

(b) The Investor acknowledges and agrees to be bound by the constitution of the Issuer as amended from time to time.

2.8 No on-sale purpose

The parties agree that within the 12 month period immediately following the Completion Date, the purpose of:

(a) the Issuer is not issuing the Subscription Shares with the purpose of the Investor selling or transferring the Subscription Shares, or granting, issuing or transferring interests in, or options over, them; and

Gilbert + Tobin page | 2

 

(b) the Investor is not acquiring the Subscription Shares with the purpose of selling or transferring the Subscription Shares, or granting, issuing or transferring interests in, or options over, them.

2.9 Interdependence of obligations at Completion

The obligations of the parties under clauses 2.5 and 2.6 are interdependent and must be performed, as nearly as possible, simultaneously. If any obligation specified in clause 2.6 is not performed following performance of the obligations under in 2.5 then, without limiting any other rights of the parties, Completion is taken not to have occurred and any payment made under clause 2.5 must be returned to the Investor.

2.10 Regulation S

Investor agrees, in accordance with the 40-day distribution compliance period contemplated by Rule 903(b)(2)(ii) of Regulation S under the U.S. Securities Act 1933, that it will not offer or sell the Subscription Shares to a U.S. Person (as defined below) or for the account or benefit of a U.S. Person.

3 Warranties

3.1 Giving of Warranties

(a) The Issuer represents and warrants to the Investor, and the Investor represents and warrants to the Issuer, that each of the Issuer Warranties and the Investor Warranties (as applicable) are true and accurate as at the date of this agreement and as at Completion.

(b) The Issuer acknowledges that the Investor has entered into this agreement in reliance on the Issuer Warranties. The Investor acknowledges that the Issuer has entered into this agreement in reliance on the Investor Warranties.

(c) Each Warranty must be construed independently and is not limited by reference to another Warranty.

(d) Except as expressly set out otherwise, neither the Issuer nor its representatives have made any representation or given any advice, warranty, undertaking, promise or forecast in relation to the Issuer, the business of the Issuer, the Subscription Shares or this agreement, including in relation to any economic, fiscal or other interpretations or evaluations by any person or future matters, including future or forecast costs, prices, revenues or profits.

3.2 Issuer Warranties

The Issuer represents and warrants that:

(a) (registration) it is registered and validly existing under its laws of incorporation;

(b) (corporate power) it has the corporate power to own its assets and to carry on its business as it is now being conducted;

(c) (authority) it has full power and authority to enter into and perform its obligations under this agreement;

(d) (authorisations) it has taken all necessary action to authorise the execution and performance of this agreement;

Gilbert + Tobin page | 3

 

(e) (public company) the Issuer has taken all steps necessary under the Corporations Act to convert to a public company limited by shares and will be a public company on Completion;

(f) (binding obligations) this agreement constitutes its legal, valid and binding obligations and is enforceable in accordance with its terms;

(g) (Subscription Shares) the issue of the Subscription Shares, and the performance by it of its obligations under this agreement, has been duly authorised by it and its members (including as required under its constituent documents);

(h) (agreement permitted) the execution and performance by it of this agreement, and the issue by it of the Subscription Shares, complies with its constituent documents or any arrangements between the Issuer and its members and does not and will not violate, breach, or result in a violation or breach of:

(i) any law, regulation or authorisation;

(ii) its constituent documents (including any arrangements between the Issuer and its members);

(iii) any agreement to which the Issuer is party; or

(iv) any Encumbrance which is binding on it or any of its assets; and

(i) (ownership) the Investor will acquire at Completion:

(i) the full legal and beneficial ownership of the Subscription Shares free and clear of all Encumbrances, subject to registration of the Investor in the register of shareholders; and

(ii) the Subscription Shares that are fully paid and have no money owing in respect of them.

3.3 Acknowledgement regarding the Issuer

The Investor acknowledges and agrees that:

(a) the Issuer makes no representation, warranty or undertaking, express or implied, as to the suitability of the Investor to make an investment in the Issuer;

(b) it has independently assessed and carried out its own investigations and analysis of the Issuer and its proposed investment in the Issuer, and the Investor does not rely on any statement, warranty or representation made by the Issuer, its directors, employees or advisers, in making a decision whether or not to invest in the Issuer; and

(c) this agreement does not purport to contain all of the material information that a prospective investor may require and the agreement has not been prepared as a disclosure document under the Corporations Act.

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3.4 Investor Warranties

The Investor represents and warrants that:

(a) (investor status)

(i) it is an investor to whom the Subscription Shares and Shares may be issued without disclosure under Chapter 6D of the Corporations Act by reason of it being a person to whom one or more of sections 708(8) (sophisticated investor), 708(10) (offer made through a financial services licensee), 708(11) (professional investor) or 708(12) (offer to people associated with the body) of the Corporations Act applies. If requested by the Issuer, the Investor shall provide to the Issuer such information and documents as may be required by the Issuer to so verify; and

(ii) it is an ‘accredited investor’ as that term is defined in Rule 501 under the U.S. Securities Act 1933; and

(ii)(iii) it is not a ‘U.S. Investor’, being for the purposes of the issue of the Subscription Shares a person who is a U.S. Person (as that term is defined in Regulation S under the U.S. Securities Act 1933) or who is acting for the account or benefit of a U.S. Person;

(b) (registration) the Investor is a corporation, it is registered and validly existing under its laws of incorporation;

(c) (authority) it has full power and authority to enter into and perform this agreement and all necessary steps, authorisations and statutory requirements have been taken to enable it to do so;

(d) (authorisations) it has taken all necessary action to authorise the execution and performance of this agreement;

(e) (binding obligations) this agreement constitutes its legal, valid and binding obligations and is enforceable in accordance with its terms;

(f) (agreement permitted) the execution and performance by it of this agreement, complies with its constituent documents (if applicable) or any arrangements between the Investor and its members and does not and will not violate, breach, or result in a violation or breach of:

(i) any law, regulation or authorisation;

(ii) its constituent documents (including any arrangements between the Issuer and its members) (if applicable);

(iii) any agreement to which the Investor is party; or

(iv) any Encumbrance which is binding on it or any of its assets;

(g) (financial ability) the investor has financial ability to bear the economic risk of an investment in the Subscription Shares;

(h) (litigation) there is no litigation, arbitration, mediation or administrative proceedings taking place, pending or threatened, to which it is a party or to which it is reasonably likely to be a party;

(i) (risks) the Investor has considered the risks associated with an investment in the Subscription Shares, made and solely relied on, its own searches, investigations and enquiries, and independently determined to enter into this agreement;

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(j) (information)

(i) the Investor has had access to and received all documents and information necessary or appropriate in connection with, and in adequate time prior to, the Investor’s application for Subscription Shares so as to enable the Investor to make an informed investment decision; and

(ii) no statement or representation has induced or influenced the Investor to subscribe for the Subscription Shares, been relied on as being accurate, been warranted as being true, or been taken into account as important when deciding to subscribe for the Subscription Shares (other than where expressly set out otherwise); and

(k) (disclosure) it has disclosed any and all information concerning it which could reasonably be regarded as affecting the decision of the Issuer to enter into this agreement.

4 Confidentiality

(a) Subject to cause 4(b), each party (recipient) must keep secret and confidential, and must not divulge or disclose any information relating to another party or its business (which is disclosed to the recipient by the other party, its representatives or advisers in connection with this agreement), other than to the extent that:

(i) the information is in the public domain as at the date of this agreement (or subsequently becomes in the public domain) other than by breach of any obligation of confidentiality binding on the recipient;

(ii) the recipient is required to disclose the information by applicable law, any requirement of a regulatory authority, the rules of any recognised stock exchange on which its shares or the shares of any of its related bodies corporate are listed;

(iii) the disclosure is made by the recipient to any of its related bodies corporate or its financiers or lawyers, accountants, investment bankers, consultants or other professional advisers to the extent necessary to enable the recipient to properly perform its obligations under this agreement or to conduct their business generally, in which case the recipient must ensure that such persons keep the information secret and confidential and do not divulge or disclose the information to any other person;

(iv) the disclosure is required for use in threatened, pending or actual legal proceedings regarding this agreement and the matters contained within it; or

(v) the party to whom the information relates has consented in writing before the disclosure.

Each recipient must ensure that its directors, officers, employees, agents, representatives, financiers, advisers and related bodies corporate comply in all respects with the recipient’s obligations under this clause 4. This clause 4 survives termination of this agreement.

(b) Clause 4(a) shall not restrict the Issuer or its representatives, financiers, advisers and related bodies corporate from disclosing, prior to the Completion Date, this agreement or any of its terms to any investor in the Issuer or any of its subsidiaries.

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5 Notices

5.1 Notices

Any notice required to be given under this agreement by any party to another must be:

(a) in writing addressed to the address of the intended recipient shown in this agreement below or to such other address as has been most recently notified by the intended recipient to the party giving the notice:

(i) in the case of the Issuer:

Address: 226 Liverpool Street, Darlinghurst, New South Wales 2010

Email: alec.waugh@vast.energy (with a copy to craig.wood@vast.energy)

Attention: Alec Waugh / Craig Wood

(ii) in the case of the Investor, the details specified in item 1 of Schedule 2;

(b) signed by a person duly authorised by the sender;

(c) deemed to have been given and served:

(i) where delivered by hand, at the time of delivery;

(ii) where sent by email, at the time shown in the delivery confirmation report generated by the sender’s email system; and

(iii) where sent by post:

(A) if posted within Australia to an Australian address, five Business Days after posting; or

(B) in any other case, 10 Business Days after posting,

but if such delivery or receipt is on a day on which commercial premises are not generally open for business in the place of receipt or is later than 4.00 pm (local time) on any day, the notice will be deemed to have been given and served on the next day on which commercial premises are generally open for business in the place of receipt.

6 General

6.1 Costs and expenses

Each party must pay its own costs and expenses of negotiating, preparing, signing, delivering and registering this agreement and any other agreement or document entered into or signed under this agreement.

6.2 Counterparts

This agreement may consist of a number of copies, each signed (electronically or in handwriting) by one or more parties to the agreement. If so, the signed copies are treated as making up the one document and the date on which the last counterpart is executed will be the date of the agreement.

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6.3 Governing law and jurisdiction

The laws of New South Wales govern this agreement. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

6.4 Invalidity and severance

(a) If a provision of this agreement or a right or remedy of a party under this agreement is invalid or unenforceable in a particular jurisdiction:

(i) it is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and

(ii) it does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.

(b) Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of this agreement is not affected.

(c) This clause is not limited by any other provision of this agreement in relation to severability, prohibition or enforceability.

6.5 Assignment, novation and other dealings

(a) A party must not assign or novate this agreement or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of the other party.

(b) No variation of this agreement is effective unless made in writing and signed by each party.

6.6 Waiver

No waiver of a right or remedy under this agreement is effective unless it is in writing and signed by the party granting it. It is only effective in the specific instance and for the specific purpose for which it is granted.

6.7 Further assurances

Except as expressly provided in this agreement, each party must, at its own expense, do all things reasonably necessary to give full effect to this agreement and the matters contemplated by it.

6.8 Survival and merger

(a) No term of this agreement merges on completion of any transaction contemplated by this agreement.

(b) Clauses 4 and 6 survive termination or expiry of this agreement together with any other term which by its nature is intended to do so.

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6.9 Entire agreement

(a) This agreement is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.

(b) Each party represents and warrants that it has not relied on any representations or warranties about the subject matter of this agreement except as expressly provided in this agreement.

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Schedule 1           Dictionary

1 Dictionary

In this agreement:

Additional Investments means the aggregate of the dollar value of any cash that the Issuer or any of its subsidiaries have commitments to receive because of the issue of Shares or debt instruments in connection with the Transaction which will be received by them on the Completion Date, not including the Sponsor Subscription and the Primary Subscription Amount.

Business Combination Agreement means the Business Combination Agreement dated 14 February 2023 between, among others, the Issuer and NETC.

Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, Australia.

Completion means the completion of the issue and allotment of the Subscription Shares in accordance with this agreement and Complete has a corresponding meaning.

Completion Date means the date notified in writing by the Issuer to the Investor.

Corporations Act means Corporations Act 2001 (Cth).

Encumbrance means a mortgage, charge, pledge, lien, encumbrance, security interest, title retention, preferential right, trust arrangement, contractual right of set-off, or any other security agreement or arrangement in favour of any person, whether registered or unregistered, including any security interest within the meaning of that term in section 12 of the Personal Property Securities Act 2009 (Cth).

Investor Warranties means the representations and warranties set out in clause 3.4.

Issuer Warranties means the representations and warranties set out in clause 3.2.

Listing means the listing of the Issuer on a major United States securities exchange in connection with the Merger.

Merger means the Issuer’s proposed business combination with NETC as contemplated under the Business Combination Agreement.

NETC means Nabors Energy Transition Corp.

Primary Subscription Amount means the amount specified in item 2 of Schedule 2.

Primary Subscription Shares means the number of Shares specified in item 3 of Schedule 2.

Share means an ordinary share in the capital of the Issuer.

Secondary Subscription Shares means the number of Shares specified in item 4 of Schedule 3

Secondary Subscription Amount means the amount specified in item 1 of Schedule 3.

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Sponsor Subscription means the amounts committed to the Issuer under the Equity Subscription Agreements (as that term is defined in the Business Combination Agreement).

Subscription Amount means:

(a) the Primary Subscription Amount; plusamount specified in item 2 of Schedule 2.

(b) Secondary Subscription Amount (if any).

Subscription Price means US$10.20 per ordinary share.

Subscription Shares means the Primary Subscriptionnumber of Shares and the Secondary Subscription Shares (if any have been issued).specified in item 3 of Schedule 2.

TransactionTransactions means the Merger andtransactions contemplated by the Listing (together).Business Combination Agreement.

Warranties means the Issuer Warranties and the Investor Warranties.

2 Interpretation

In this agreement the following rules of interpretation apply unless the contrary intention appears:

(a) headings are for convenience only and do not affect the interpretation of this agreement.

(b) the singular includes the plural and vice versa.

(c) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

(d) the words ‘such as’, ‘including’, ‘particularly’ and similar expressions are not used as nor are intended to be interpreted as words of limitation.

(e) a reference to:

(i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

(ii) a party includes its successors and permitted assigns;

(iii) a document includes all amendments or supplements to that document;

(iv) a clause, term, party, schedule or attachment is a reference to a clause or term of, or party, schedule or attachment to this agreement;

(v) this agreement includes all schedules and attachments to it; and

(vi) a monetary amount is in Australian dollars.

(f) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day.

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(g) in determining the time of day where relevant to this agreement, the relevant time of day is:

(i) for the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; or

(ii) for any other purpose under this agreement, the time of day in the place where the party required to perform an obligation is located.

(h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this agreement or any clause of it.

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Schedule 2           Primary Subscription

Item no.	Term	Details
1.	Investor	Name: CT Investments Group Pty Limited ACN: 634 004 907 Address: 'Plaza Offices - West', Level 421, Terminal Avenue, Canberra Airport ACT 2609 Email: s.byron@canberraairport.com.au (with copies to tom@tomsnow.com.au and a.gregory@canberraairport.com.au)
2.	Primary Subscription Amount:	US$5,000,000US$5,000,000; provided that the Subscription Amount shall be reduced by the product obtained by multiplying (i) the number of shares of Class A common stock, par value US$0.0001 per share, of NETC (NETC Ordinary Shares) that the investor: (a)       owns immediately prior to the closing of the Merger; and (b)       does not exercise redemption rights with respect to the Transactions, by (ii) the purchase prices in U.S. Dollars paid for any such NETC Ordinary Shares.
3.	Primary Subscription Shares:	490,197 A number of shares equal to the quotient obtained by dividing (i) the Subscription Amount by (ii) US$10.20.
4.	Issuer’s bank account details:	The Issuer will provide details of the nominated bank account by no later than 102 Business Days before Completion.

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Schedule 1             Secondary Subscription

Item no.	Term	Details
1.	Secondary Subscription Amount	US$5,000,000 less US$1 for each US$3 of Additional Investments (until such amount is zero).
2.	Secondary Subscription Shares	The number of Shares that is equal to the Secondary Subscription Amount divided by the Subscription Price, being up to a maximum of 490,197 (rounding up to the nearest whole number).
3.	Subscription Fee	The Issuer must pay the Investor an amount equal to: (a)        the greater of: (i)     1% of US$5,000,000 each month from the date of this agreement until the Completion Date; and (ii)      US$100,000; plus (b)        5% of the sum of the Secondary Subscription Amount, in cash within 20 Business Days of the Completion Date.
4.	Investor’s bank account details	The Investor will provide details of the nominated bank account by no later than 10 Business Days before Completion.

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Execution page

Executed as an agreement

Signed by Vast Solar Pty. Ltd.Renewables Limited ACN 136 258 574 in accordance with section 127 of the Corporations Act 2001 (Cth) by:
Signature of director	Signature of director/secretary
Name of director (print)	Name of director/secretary (print)

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Executed as an agreement (cont.)

Signed by CT Investments Group Pty Limited ACN 634 004 907 in accordance with section 127 of the Corporations Act 2001 (Cth) by:
Signature of director	Signature of director/secretary
Name of director (print)	Name of director/secretary (print)

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EX-4.53

Exhibit 4.53

AMENDMENT NO. 1 TO
BACKSTOP AGREEMENT

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.

WHEREAS, Nabors Energy Transition Corp., a Delaware corporation ("SPAC"), Vast and the other parties thereto are parties to that certain Business Combination Agreement (as amended or modified from time to time, the "Business Combination Agreement"), pursuant to which, among other transactions, (i) a wholly owned direct subsidiary of Vast will merge with and into SPAC, with SPAC surviving the merger as a wholly owned direct subsidiary of the Company, and (ii) the holders of common stock of SPAC will receive ordinary shares of the Company ("Company Shares") and certain holders of common stock of SPAC will receive the right to receive additional Company Shares, on the terms and conditions set forth therein and herein;

WHEREAS, in order to facilitate the closing of the transactions contemplated by the Business Combination Agreement, Nabors has agreed to provide a term loan of $5 million to Vast (the "New Term Loan") contingent upon a reduction by $5 million of its backstop commitment under the Backstop Agreement;

WHEREAS, in connection with the entry into the New Term Loan, the parties hereto desire to amend the Backstop Agreement as set forth herein; and

NOW, THEREFORE, for good and valuable consideration, the undersigned each agree as follows:

1. Amendments. Effective as of the Effective Date, Section 1.01 of the Backstop Agreement is hereby amended and restated to read as follows:

"Section 1.01 Subscription from Issuer. Subject to the terms and conditions hereof, Nabors hereby irrevocably subscribes for and agrees to purchase, and the Issuer hereby agrees to issue and sell to Nabors at the Acquisition Closing, upon the payment of the Subscription Amount (as defined below) which will be received by no later than January 9, 2024, the number of Company Shares (the "Subscribed Shares") equal to the quotient obtained by dividing the Subscription Amount by $10.20 per share. The "Subscription Amount" shall mean (a) $10,000,000 minus (b) (i) the amount of Additional Investment (as defined below) plus (ii) the balance of the cash remaining in the Trust Account after giving effect to the Redemption Rights of the SPAC's public stockholders other than (w) Nabors, (x) AgCentral, (y) EDF Australia Pacific Pty Ltd and (z) subject to the last sentence of this Section 1.01, CT Investments Group Pty Limited ("Canberra") (collectively, the "Restricted Parties"); provided, that, for the avoidance of doubt, the Subscription Amount shall not be greater than $10,000,000 and not less than $0. The term "Additional Investors" shall mean any person that provides capital to Vast in exchange for debt or equity securities issued by Vast or one of its Subsidiaries (each, an "Additional Investment"); provided, that, any capital provided by any of the Restricted Parties in exchange for debt or equity securities issued by Vast or one of its subsidiaries shall not constitute an Additional Investment nor shall any such investor constitute an Additional Investor. Notwithstanding anything herein to the contrary, to the extent that the aggregate amount of cash (i) remaining in the Trust Account as a result of an election by Canberra not to exercise Redemption Rights and (ii) provided to Vast by Canberra in exchange for debt or equity securities issued by Vast or one of its Subsidiaries together exceeds the aggregate amount that Canberra is required to fund to Vast, directly or indirectly, pursuant to that certain Subscription Agreement between Vast and Canberra dated as of September 18, 2023 (the "Canberra Funding Baseline"), then Canberra shall not be a Restricted Party solely to the extent of such excess, it being the intent of the parties that any cash directly or indirectly provided by Canberra to Vast in excess of the Canberra Funding Baseline shall reduce the Subscription Amount that Nabors is required to pay hereunder."

2. Miscellaneous. This Amendment shall be construed and interpreted in a manner consistent with the provisions of the Backstop Agreement. The provisions set forth in Section 4.02 (Counterparts), Section 4.03 (Governing Law), Section 4.04 (Severability), Section 4.05 (Binding Effect; Assignment), Section 4.06 (Headings), Section 4.07 (Entire Agreement) and Section 4.08 (Changes in Writing) of the Backstop Agreement, as in effect as of the date hereof, are hereby incorporated by reference into, and shall be deemed to apply to, this Amendment, mutatis mutandis.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Effective Date.

	VAST:
	VAST RENWEABLES LIMITED
	By:	/s/ Craig Wood
	Name:	Craig Wood
	Title:	Chief Executive Officer
	NABORS:
	NABORS LUX 2 S.A.R.L.
	By:	/s/ Mark Douglas Andrews
	Name:	Mark Douglas Andrews
	Title:	Class A Manager
	NABORS:
	NABORS LUX 2 S.A.R.L.
	By:	/s/ Henricus Reindert Petrus Polimam
	Name:	Henricus Reindert Petrus Polimam
	Title:	Class A Manager
	NABORS:
	NABORS LUX 2 S.A.R.L.
	By:	/s/ Patrick Thomas Gallagher
	Name:	Patrick Thomas Gallagher
	Title:	Class B Manager
Signature Page to
Amendment No. 1 to Backstop Agreement

EX-4.60

Exhibit 4.60

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)

Contents			Page
1	Definitions and Interpretation		1
	1.1	Definitions	1
	1.2	Interpretation	7
2	Purchase and Sale of the Promissory Note		8
	2.1	Conditional on Merger and other conditions to Closing	9
	2.2	Sale and Issuance of the Promissory Note	10
	2.3	Closing; Deliverables	10
	2.4	Backstop arrangements	12
	2.5	KYC and compliance checks	12
3	Representations and Warranties of HoldCo		12
	3.1	Representations and warranties	12
	3.2	Reliance by the Purchaser	16
	3.3	No reliance on the Purchaser	15
4	Representations and Warranties of Vast Parent		16
	4.1	Representations and warranties	16
	4.2	Reliance by the Purchaser	18
	4.3	No reliance on the Purchaser	18
5	Representations and Warranties of the Purchaser		18
	5.1	Representations and warranties	18
	5.2	Reliance by Company Parties	20
6	Conditions of the Obligations of the Purchaser at the Closing		20
7	Conditions of Company Parties’ Obligations at the Closing		22
8	Right to Exchange Promissory Note for Exchange Shares		23
9	New Investments		25
10	Negative Covenants		26
11	General undertakings		31
12	Compliance		31

13	Dispute Resolution		31
14	Further Assurances		32
15	Miscellaneous		32
	15.1	Amendment	32
	15.2	Notices	32
	15.3	Costs and expenses	33
	15.4	Counterparts	33
	15.5	Governing law and jurisdiction	33
	15.6	Invalidity and severance	33
	15.7	Assignment, novation and other dealings	34
	15.8	Waiver	34
	15.9	Survival and merger	34
	15.10	Return of Escrow Funds	34
	15.11	Entire agreement	34
Execution page			35
Schedule 1	Pre-Closing Restructure		37
			38
Schedule 2	Promissory Note

Date:

Parties

1 Vast Intermediate HoldCo Pty Ltd (ACN 671 982 666) an Australian proprietary company limited by shares of 226-230 Liverpool Street Darlinghurst NSW 2010, Australia (HoldCo)

2 Vast Renewables Limited (ACN 136 258 574) of 226-230 Liverpool Street Darlinghurst NSW 2010, Australia (Vast Parent)

3 EDF Australia Pacific Pty Ltd (ACN 664 931 079) of Level 26, 530 Collins St, Melbourne VIC 3000 (the Purchaser)

Background

A Vast Parent has agreed to undertake the Merger and Listing (together, the Transaction) under the terms of the Business Combination Agreement.

B HoldCo is a wholly owned Subsidiary of Vast Parent (HoldCo and Vast Parent together are the Company Parties).

C In connection with the Transaction, the Purchaser agrees to purchase from HoldCo a Promissory Note with an aggregate principal amount of the Promissory Note Purchase Price, and HoldCo agrees to issue and sell to the Purchaser the Promissory Note in consideration of such payment, on the terms of this Agreement.

D Contemporaneously with this Agreement, each of the following will occur: (i) Vast Parent and the Purchaser will enter into a development agreement (in a form and on terms acceptable to and agreed by the Purchaser) in relation to the co-development of CSP Projects (the Development Agreement) and (ii) Vast Parent and the Purchaser will enter into a parent company guarantee (in a form and on terms acceptable to and agreed by the Purchaser) under which Vast Parent guarantees the obligations of HoldCo under each of this Agreement and the Development Agreement (Parent Company Guarantee).

The parties agree

1 Definitions and Interpretation

1.1 Definitions

As used in this Agreement, the following terms have the following meanings.

Additional Investment means the aggregate of the dollar value of any capital that Vast Parent has binding commitments to receive from any party other than a Restricted Party in exchange for debt or equity securities issued by Vast Parent (provided that CT Investments is not a Restricted Party for these purposes solely in respect of any amount in excess of the amount of the Canberra Funding Baseline) in connection with the Transaction which will be received on the Closing Date.

AgCentral means AgCentral Energy Pty Ltd (ACN 665 472 711).

Airbus means Airbus SE or a Subsidiary of Airbus.

page | 1

Australian Projects HoldCo means Vast Australia HoldCo Pty Ltd (ACN 672 008 972).

Authorisation means:

(a)	an approval, authorisation, consent, declaration, exemption, licence, notarisation, permit or waiver, however it is described, and including any condition attaching to it; and
(b)	in relation to anything that would be prohibited or restricted by law if a Government Agency acts in any way within a specified period, the expiry of that period without that action being taken,

including any renewal or amendment.

Backstop Agreement means that certain Backstop Agreement, dated as of 19 October 2023, by and between Vast Parent and Nabors Lux 2 as amended by the Amendment to Backstop Agreement dated on or around the date of this Agreement which provides that Nabors Lux 2 will subscribe for Vast Shares at US$10.20 per Vast Share for an aggregate subscription amount equal to (i) US$10,000,000; (ii) less the Additional Investment; (iii) plus the Trust Balance (such aggregate subscription amount being the Backstop Subscription Amount).

Backstop Loan Agreement means that certain Loan Agreement dated on or around the date of this Agreement (in a form and on terms approved in writing by the Purchaser prior to the Closing Date, acting reasonably) by and between Vast Parent and Nabors Lux 2 for the advance of US$5,000,000 (or if the Additional Investments and the Trust Balance exceeds US$10,000,000 the advance will be reduced by the excess over US$10,000,000) that is non -interest bearing and for a term of no more than five years.

Business Combination Agreement means the Business Combination Agreement dated 14 February 2023 between, among others, Vast Parent and NETC, as amended on 19 October 2023, and as it may be hereafter modified, supplemented or amended.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales or Victoria.

Business IPR has the meaning given to that term in clause 3.1(n).

Canberra Funding Baseline means the maximum dollar amount that CT Investments is required to pay as its subscription amount in subscription for Vast Shares under the Canberra Equity Subscription Agreement, which amount is not less than US$4,850,000 (being reduced from US$5,000,000 to account for fees payable pursuant to the Canberra Equity Subscription Agreement).

Canberra Equity Subscription Agreement means the equity subscription agreement between Vast Parent and CT Investments dated 18 September 2023.

Closing has the meaning given to that term in clause 2.3(b).

Closing Date has the meaning given to that term in clause 2.3(b).

Control has the meaning given in section 50AA of the Corporations Act, provided that, in addition, an entity will control a second entity if it directly or indirectly:

(a) owns more than 50% of the voting rights or voting shares, units or other securities or equity or other ownership interests of the second entity; or

page | 2

(b) has the power to appoint the majority of the members of the board of directors (or of any similar or equivalent governing or managing body) of the second entity or to manage on a discretionary basis the assets of the second entity.

Corporations Act means the Corporations Act 2001 (Cth).

CSP means concentrated solar thermal power.

CSP Projects means projects which are:

(a) standalone CSP projects;

(b) projects that are a hybrid between CSP and another form of renewable technology;

(c) green fuels projects for which CSP is part of the primary energy source; or

(d) process heat and desalination projects requiring CSP,

in each case in Australia subject to clause 3.1(b) of the Development Agreement and excluding any project where Vast Parent supplies CSP Technology solely as an original equipment manufacturer for that project.

CSP Technology means the concentrated solar thermal power generation and storage technology developed by Vast Parent.

CT Investments means CT Investments Group Pty Limited.

Development Agreement has the meaning given in the Background section of this Agreement.

Distribution means, in respect of an entity, any dividend, charge, interest, fee, payment or other distribution (whether in cash or kind) or redemption, repurchase, defeasance, retirement or repayment (whether by way of set off, counterclaim or otherwise) to the holder(s) of any share capital of or other securities or equity or ownership interests in that entity or its Related Bodies Corporate, including any reduction or buy back or redemption or conversion of share capital or securities or other equity or ownership interests and any payment in the nature of interest or dividend or distribution or repayment of loans.

Due Amount has the meaning given to it in the Promissory Note.

Exchange Condition means the Purchaser has invested at least US$20,000,000 in the project entity of a CSP Project.

Exchange Shares means the Vast Shares issuable upon exchange of the Promissory Note under this Agreement.

Financial Indebtedness means any indebtedness in respect of moneys borrowed or raised or any financial accommodation including, without limitation, under or in respect of any:

(a) loan, note, bond, debenture, or similar instrument;

(b) credit, acceptance, endorsement, or discounting arrangement; or

(c) guarantee or indemnity or facility in respect of any moneys borrowed or raised or any financial accommodation.

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Government Agency means any government or governmental or semi-governmental, administrative, monetary, fiscal or judicial body, department, commission, funding or grant administrator, government-owned financier, authority, tribunal, agency or entity in any part of the world.

Group means HoldCo and each of its Subsidiaries from time to time.

Group Member means a member of the Group.

Guarantee means any guarantee, suretyship, letter of credit, letter of comfort or any other obligation:

(a) to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of;

(b) to indemnify any person against the consequences of default in the payment of; or

(c) to be responsible for, any indebtedness of another person or the assumption of any responsibility or obligation in respect of the insolvency or the financial condition of any other person.

indebtedness includes any obligation or liability (whether incurred as principal or as surety or otherwise) for the payment or repayment of money, whether present or future, actual or contingent.

Intellectual Property Rights has the meaning given in the Development Agreement.

Interest Period means, in respect of the Promissory Note, each of the following periods:

(a) the period commencing on the date that the Promissory Note is created and issued and ending on the next occurring quarter end, being 31 March, 30 June, 30 September or 31 December;

(b) each quarter (ending on the next occurring quarter end, being 31 March, 30 June, 30 September or 31 December), with the first such quarter commencing on the day after the end of the period referred to in paragraph (a) and the final such quarter ending on the quarter end (being 31 March, 30 June, 30 September or 31 December) immediately prior to the period referred to in paragraph (c); and

(c) in respect of the quarter in which the Maturity Date occurs, the period commencing on the first day of such quarter and ending on the Maturity Date.

Interest Capitalisation Date means the last day of an Interest Period.

Listing means the listing of the ordinary shares of Vast Parent on a national United States securities exchange in connection with the Merger.

Material Adverse Effect means any event or circumstance which (after taking account of all relevant mitigating factors or circumstances) has a material adverse effect on:

(a) the ability of a Company Party to perform its obligations under this Agreement or the Promissory Note;

(b) the consolidated business, assets, liabilities or financial, operational or performance of the Group (taken as a whole); or

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(c) the validity or enforceability of the whole or any material part of, or the rights and remedies of the Purchaser under, this Agreement or the Promissory Note.

Maturity Date has the meaning given in each Promissory Note.

Merger means Vast Parent’s proposed business combination with NETC as contemplated under the Business Combination Agreement.

MFN Terms has the meaning given in clause 9(a).

Nabors means Nabors Corporate Services Inc.

Nabors Funding Arrangements means any of the agreements, documents or other instruments entered into between Vast Parent or any of its Related Body Corporate (on the one hand) and Nabors Lux 2 or any of its related entities (on the other hand) in connection with providing additional funding to Vast Parent or any of its Related Body Corporate, the governance arrangements of Vast Parent or any of its Related Body Corporate, or any other arrangements between the foregoing parties which will continue after Closing, including, but not limited to, the Backstop Agreement and the Backstop Loan Agreement.

Nabors Lux 2 means Nabors Lux 2 S.a.r.l.

NETC means Nabors Energy Transition Corp., a Delaware corporation.

NETC Stockholder Approval means approval of the Merger in accordance with NETC’s governing documents by the stockholders of NETC.

Ordinary course of business or ordinary course of business activities means the business of the Group as it is conducted as at the date of this Agreement (the Existing Business) and such other business which is:

(a) ancillary or incidental to the Existing Business; and

(b) contemplated by the annual business plan of the Group.

PPSA means the Personal Property Securities Act 2009 (Cth).

Permitted Acquisition means any acquisition of a business or the shares in a business or entity as permitted in clauses 10(o)(i) to 10(o)(iii) (Negative Covenants) (inclusive).

Permitted Disposal means any dispositions of property permitted in clauses 10(b)(i) to 10(b)(ix) (Negative Covenants) (inclusive).

Permitted Financial Accommodation means any financial accommodation as permitted in clauses 10(i)(i) to 10(i)(iii) (Negative Covenants) (inclusive).

Permitted Financial Indebtedness means Financial Indebtedness as permitted in clauses 10(h)(i) to 10(h)(x) (Negative Covenants) (inclusive).

Permitted Guarantee means any Guarantee as permitted in clauses 10(g)(i) to 10(g)(viii) (Negative Covenants) (inclusive).

Permitted Security Interest means any Security Interest as permitted in paragraphs 10(f)(i) to 10(f)(vii) (Negative Covenants) (inclusive).

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Pre-Closing Restructure means the proposed restructure of Vast Parent’s Subsidiaries as outlined in Schedule 1 which will occur before or concurrently with Closing.

Project Documents means any agreement, document or other instrument entered into between by HoldCo, Vast Parent or any of its Related Bodies Corporate in relation to the development of the CSP Projects as contemplated in the Development Agreement.

Promissory Note means a promissory note, in the form of Schedule 2 attached hereto (or such other form as is agreed in writing by the Purchaser it its absolute discretion), created and issued pursuant to this Agreement.

Promissory Note Exchange Rate means, in respect of a payment under this Agreement or the Promissory Note, the USD:EUR exchange rate as published on Bloomberg (or, if Bloomberg ceases to exist, on any successor or replacement information service agreed by the Purchaser and Vast Parent, each acting reasonably and in good faith) on the due date for payment.

Promissory Note Purchase Price means an amount (denominated in US dollars and rounded down to the nearest dollar) equal to EURO 10,000,000 converted into US dollars at the Promissory Note Exchange Rate on the Closing Date.

Qantas means Qantas Airways Limited or a Subsidiary of Qantas Airways Limited.

Redemption Rights has the meaning given in the Business Combination Agreement.

Related Body Corporate has the meaning given to that term in the Corporations Act.

Related Party has the meaning given to it in the Corporations Act, but on the basis that all references to a public company are references to any body corporate, corporation, trust or other entity or person.

Reorganisation Event has the meaning given in clause 8(d).

Restricted Party means each of Nabors Lux 2, AgCentral, EDF and CT Investments.

SEC has the meaning given in clause 5.1(e)(ii).

Securities Act means the U.S. Securities Act of 1933, as amended.

Security Interest means a mortgage, charge, pledge, lien, encumbrance or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect, including any “security interest” as defined in sections 12(1) or (2) of the PPSA.

Sponsor Equity Subscription Agreements means subscription agreements between Vast Parent and each Sponsor to subscribe for Vast Shares at a price per share of US$10.20 for an aggregate amount of not less than US$17,500,000.

Sponsor NPA means the documentation dated:

(a) 14 February 2023 under which the Sponsors agreed to subscribe for and purchase US$10,000,000 (together and in aggregate) of convertible notes issued by Vast Parent which are convertible into Vast Shares at a conversion price per share of US$10.20; and

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(b) 19 October 2023 under which Nabors Lux 2 agreed to subscribe for and purchase US$2,500,000 of convertible notes issued by Vast Parent which are convertible into Vast Shares at a conversion price per share of US$10.20.

Sponsor Subscription means the aggregate amount which the Sponsors have committed to pay Vast Parent as consideration for Vast Shares (at a price per share of US$10.20) under the Sponsor Equity Subscription Agreements.

Sponsors means each of Nabors Lux 2 and AgCentral.

Sunset Date has the meaning given in clause 2.1(c)(i).

Strategic Equity Investors means:

(a) CT Investments;

(b) any investors (other than the Sponsors) that have agreed to subscribe for Vast Shares at a purchase price of US$10.20 per Vast Share in connection with the Transaction; and

(c) any investors in NETC that have entered into non-redemption agreements (or other ancillary agreements thereto) with respect to shares in NETC.

New Strategic Commitments has the meaning given in clause 9(d).

Subsidiary has the meaning given to that term in the Corporations Act, but on the basis that a trust or other entity may be a subsidiary (and an entity may be a subsidiary of a trust or other entity) if it would have been a “subsidiary” under the meaning given to that term in the Corporations Act if that trust or other entity were a body corporate or corporation (and, for these purposes, a unit or other beneficial, equity or ownership interest in a trust or other entity is to be regarded as a share).

Trading Day means a Business Day in which ordinary shares of Vast Parent are trading on the NASDAQ Capital Market or NASDAQ Global Market or other recognised securities exchange.

Transaction means the Merger and the Listing (together).

Trust Account has the meaning given in the Business Combination Agreement.

Trust Balance means the aggregate amount of cash in the Trust Account after giving effect to the Redemption Rights of NETC stockholders, but excluding from such amount any cash that represents the Canberra Funding Baseline if CT Investments invests through a non-redemption agreement.

U.S. Projects HoldCo means an U.S. company to be incorporated before Closing.

Vast Shares means fully paid ordinary shares in the capital of Vast Parent.

1.2 Interpretation

In this Agreement the following rules of interpretation apply unless the contrary intention appears:

(a) headings are for convenience only and do not affect the interpretation of this Agreement;

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(b)	the singular includes the plural and vice versa;
(c)	words that are gender neutral or gender specific include each gender;
(d)	where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
(e)	the words 'such as‘, 'including‘, 'particularly' and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;
(f)	a reference to:
(g)	a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;
(h)	a thing (including, but not limited to, a chose in action or other right) includes a part of that thing;
(i)	a party includes its successors and permitted assigns;
(j)	a document includes all amendments or supplements to that document;
(k)	a clause, term, party, schedule or attachment is a reference to a clause or term of, or party, schedule or attachment to this Agreement;
(l)	this Agreement includes all schedules and attachments to it;
(m)	a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity or a rule of an applicable financial market on which a party’s securities are listed and is a reference to that law as amended, consolidated or replaced;
(n)	an agreement other than this Agreement includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and
(o)	a monetary amount is in US dollars unless otherwise indicated;
(p)	an agreement on the part of two or more Company Parties binds them jointly and severally;
(q)	subject to (g), an agreement on the part of two or more parties binds them severally;
(r)	when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day;
(s)	in determining the time of day, where relevant to this deed, the relevant time of day is:
(t)	for the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; or
(u)	for any other purpose under this deed, the time of day in the place where the party required to perform an obligation is located; and;
(v)	no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this deed or any part of it.

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2 Purchase and Sale of the Promissory Note

2.1 Conditional on Merger and other conditions to Closing

(a) The issue and sale and purchase of the Promissory Note under this Agreement is conditional upon the substantially concurrent (within 5 Business Days) consummation of the transactions contemplated by the Business Combination Agreement.

(b) If:

(i)	the Business Combination Agreement or the Merger is terminated prior to the Closing occurring in accordance with this Agreement; or
(ii)	completion of the Merger does not occur immediately following the Closing,

or

then (without limiting, and without prejudice to, any other right or remedy the Purchaser or HoldCo may have as a consequence):

(iii) where clause 2.1(b)(i) applies, this Agreement will automatically and immediately terminate upon termination of the Business Combination Agreement or the Merger (as applicable); or

(iv) where clause 2.1(b)(ii) applies, HoldCo must immediately pay to the Purchaser an amount equal to the aggregate principal amount of the Promissory Note (together with all accrued interest in respect of the Promissory Note as at the date of payment by HoldCo) and the Purchaser will immediately cease to have any obligation or liability under or in connection with this Agreement or the Promissory Note.

(c) If:

(i) NETC Stockholder Approval has not been obtained by 31 March 2024 (Sunset Date); or

(ii) the condition set out in clause 6(i) or 7(j) is not satisfied (and has not been waived in accordance with clause 6 or 7, as applicable) on the Sunset Date,

then (without limiting, and without prejudice to, any other right or remedy a party may have as a consequence) any party may at any time before Closing terminate this Agreement by giving written notice to each other party (which termination will take effect immediately upon such written notice being given to each other party).

(d) If:

(i) HoldCo or Vast Parent does not comply with its obligations under or pursuant to clause 2.3(b)(i) or clause 6; or

(ii) any of the conditions set out in any of clauses 6(a), 6(b), 6(c), 6(d), 6(e), 6(f), 6(g), 6(h), 6(j), 6(k), 7(c), 7(d), 7(e), 7(f), 7(g), 7(h) or 7(k) is not satisfied (and has not been waived in accordance with clause 6 or 7, as applicable) by the Sunset Date,

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then (without limiting, and without prejudice to, any other right or remedy the Purchaser may have as a consequence) the Purchaser may at any time before Closing terminate this Agreement by giving written notice to the Company Parties (which termination will take effect immediately upon such written notice being given to the Company Parties).

(e) If:

(i) the Purchaser does not comply with its obligations under or pursuant to clause 2.3(b)(ii) or clause 7; or

(ii) any of the conditions set out in any of clauses 7(a), 7(b) or 7(i) is not satisfied (and has not been waived in accordance with clause 7) on the Sunset Date,

then (without limiting, and without prejudice to, any other right or remedy the Company Parties may have as a consequence) the Company Parties may at any time before Closing terminate this Agreement by giving written notice to the Purchaser (which termination will take effect immediately upon such written notice being given to the Purchaser).

(f) If this Agreement is terminated under any of clause 2.1(b)(iii), 2.1(c), 2.1(d) or 2.1(e) then:

(i) all rights and obligations under this Agreement other than:

(A)	rights and obligations expressed in this clause ‎2.1, clause 13 (Dispute Resolution) and clause ‎15 (Miscellaneous);
(B)	rights and obligations in any clause which is expressed to survive termination of this Agreement; and
(C)	rights and obligations that accrue before the termination,

terminate on termination of this Agreement under clause 2.1(b)(iii), 2.1(c), 2.1(d) or 2.1(e) (as applicable); and

(ii) the Company Parties must immediately return and repay to the Purchaser any amount paid or provided by the Purchaser to or on behalf of or at the direction of the Company Parties under or in connection with this Agreement.

2.2 Sale and Issuance of the Promissory Note

On the terms and subject to the conditions of this Agreement, at the Closing, HoldCo agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from HoldCo, a Promissory Note, in an aggregate principal amount of the Promissory Note Purchase Price. The purchase price of the Promissory Note is equal to 100% of the aggregate principal amount of the Promissory Note.

2.3 Closing; Deliverables

(a) The closing of the issuance and sale and purchase of the Promissory Note (the Closing, and the date of the Closing, the Closing Date) will take place remotely via the exchange of documents and signatures on the same date which date shall, subject to the remainder of this clause 2.3(a), not be before the first (1^st) Business Day on or after the date on which NETC Stockholder Approval was obtained and shall not be more than 5 Business Days prior to the completion of the Merger, provided always that the Closing Date must not occur earlier than the first (1^st) Business Day on which each the conditions set out in clauses 6 and 7 has been satisfied in accordance with those clauses (or waived in accordance with clause 6 or 7, as applicable).

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(b) At the Closing:

(i) HoldCo must deliver to the Purchaser (unless the Purchaser and the Company Parties agree otherwise in writing):

(A) evidence to the Purchaser’s reasonable satisfaction that (i) Nabors Lux 2 and AgCentral have entered into the Sponsor Equity Subscription Agreements and (ii) Nabors Lux 2 and AgCentral have paid, or will concurrently with Closing pay, to Vast Parent the Sponsor Subscription under and in accordance with the Sponsor Equity Subscription Agreements;

(B) evidence to the Purchaser’s reasonable satisfaction that either (i) CT Investments has paid, or will concurrently with Closing pay, to Vast Parent an amount equal to the Canberra Funding Baseline as consideration for Vast Shares or (ii) CT Investments has entered into and completed its acquisition of NETC shares under binding commitments with NETC stockholders under which it has acquired a minimum number of NETC shares which is equal to the value of the Canberra Funding Baseline and an amount equal to the Canberra Funding Baseline which represents the acquisition price for those NETC shares under such binding commitments is available in the Trust Account on Closing;

(C) evidence to the Purchaser’s reasonable satisfaction that Nabors Lux 2 has subscribed for the applicable amount of Vast Shares it is required to purchase pursuant to the Backstop Agreement in the amount of the Backstop Subscription Amount with such Backstop Subscription Amount being due and payable by Nabors Lux 2 to Vast Parent by 9 January 2024;

(D) evidence to the Purchaser’s reasonable satisfaction that Nabors Lux 2 and Vast Parent have entered into the Backstop Loan Agreement, and the Backstop Loan Agreement is in full force and effect and no step has been taken or decision made or notice given to terminate the Backstop Loan Agreement;

(E) evidence to the Purchaser’s reasonable satisfaction that there is no Additional Investment or that all Additional Investment has been paid to and received by Vast Parent, or will concurrently with Closing be paid to and received by Vast Parent, under and in accordance with the binding commitments entered into by Vast Parent in respect of the Additional Investment;

(F) evidence to the Purchaser’s reasonable satisfaction that any other Financial Indebtedness of HoldCo (including all intercompany or intra-group indebtedness) has been subordinated to the Promissory Note;

(G) the Promissory Note, in an aggregate principal amount of the Promissory Note Purchase Price, duly executed by HoldCo and registered in the name of the Purchaser; and

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(H) the Parent Company Guarantee, duly executed by Vast Parent and otherwise in a form and on terms satisfactory to the Purchaser; and

(ii) conditional upon HoldCo having performed in full its obligations under clause 2.3(b)(i), the Purchaser must pay to HoldCo by wire transfer of immediately available funds, the Promissory Note Purchase Price.

2.4 Backstop arrangements

Each Company Party must procure that:

(a) the Backstop Subscription Amount has been paid by Nabors Lux 2 to Vast Parent and received by Vast Parent in immediately available funds by 9 January 2024;

(b) the Backstop Loan Agreement (as may be repaid from time to time in accordance with clause 9(d)) remains in full force and effect on the terms of the Backstop Loan Agreement (in the form and on the terms of the Backstop Loan Agreement approved in writing by the Purchaser prior to the Closing Date or such other form and terms which are (in advance of them being entered into by the parties to the Backstop Loan Agreement) approved in writing by the Purchaser after Closing), on and from the Closing Date up to the date that is 5 years after the Closing Date; and

(c) any undrawn amount under the Backstop Loan Agreement is immediately available to be called by and will be promptly paid by Nabors Lux 2 to Vast Parent and received by Vast Parent under the Backstop Loan Agreement, on and from the Closing Date up to the earlier of the date that is 5 years after the Closing Date and the date on which all amounts to be provided under the Backstop Loan Agreement have been fully drawn by Vast Parent.

The parties acknowledge and agree that this clause 2.4 is a material provision of this Agreement. The failure to remedy a breach of this clause 2.4 within the time period specified in clause 7(b) of the Promissory Note will be an Event of Default.

2.5 KYC and compliance checks

The parties will co-operate and work together in good faith to enable the Purchaser to undertake and complete its KYC and compliance checks with respect to the Group Members to its reasonable satisfaction prior to the Closing Date and to seek to resolve any issues identified by the Purchaser pursuant to those checks.

3 Representations and Warranties of HoldCo

3.1 Representations and warranties

HoldCo hereby represents and warrants to the Purchaser, on and as of each of (i) the date of this Agreement, (ii) the Closing, (iii) each Interest Capitalisation Date and (iv) each Exchange Date (as defined in the Promissory Note) (except to the extent that a statement is expressed to be given on a particular date, in which case it is represented and warranted on and as of that date only), that each of the following statements is true, complete and accurate:

(a) (Organization; Status) HoldCo is a corporation registered and validly existing under the Corporations Act and is Controlled by Vast Parent and on the Closing Date is a wholly owned Subsidiary of Vast Parent.

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(b) (Corporate Power) HoldCo has the full legal capacity and corporate power and authority to own its assets and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement and the Promissory Note.

(c) (Authorization)

(i) All action necessary for the authorisation, execution and delivery of this Agreement by HoldCo, the authorisation, sale, issuance and delivery of the Promissory Note and the performance of all of HoldCo’s obligations under this Agreement and the Promissory Note has been taken or will be taken prior to the Closing.

(ii) This Agreement and the Promissory Note constitute legal, valid and binding obligations of HoldCo, enforceable in accordance with their terms, except as limited by:

(A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and

(B) law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.

(d) (No Conflict) Assuming the accuracy of the representations and warranties given by the Purchaser in clause 5.1, the execution and delivery of this Agreement by HoldCo, the performance by HoldCo of its obligations pursuant to this Agreement and the issuance and sale of the Promissory Note pursuant to this Agreement and the performance by HoldCo of its obligations pursuant to the Promissory Note will not result in any violation of, or conflict with, or constitute a default under or breach of (as applicable), the constitution of HoldCo as amended or varied and in force from time to time or other organisational documents (as applicable) or any other agreement, deed or other binding document of any Group Member or any law, regulation or Authorisation.

(e) (No immunity) HoldCo does not and its assets do not enjoy immunity from any suit or execution.

(f) (Equal ranking) HoldCo’s monetary obligations under the Promissory Note rank at least equally and rateably with (and will on and from the Closing ) all other unsecured obligations of HoldCo except for obligations mandatorily preferred by law.

(g) (Commercial benefit) HoldCo’s entry into and performance of its obligations under this Agreement and the Promissory Note are for its commercial benefit and are in its commercial interests.

(h) (Solvency) Each Group Member is able to pay its debts as and when they fall due, and has not suspended payment of its debts or failed to comply with a statutory demand or ceased (or threatened to cease) to carry on all or a material part of its business or stated that it is unable to pay its debts, and is not and has not otherwise become insolvent, and has not entered into, or taken any steps or proposed to enter into, any arrangement (including any voluntary arrangement, scheme of arrangement or other arrangement), compromise or composition with or assignment for the benefit of its members or creditors or a class of them or any moratorium of any indebtedness or any analogous procedure or step to any of the foregoing under the laws of any applicable jurisdiction.

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(i) (Liquidation) No Group Member has gone, or is proposed to go, into liquidation or passed a winding up resolution or commenced any steps for winding up or dissolution, and (except in relation to an order, petition or other process for winding up or dissolution which is disputed by the relevant Group Member (acting diligently and in good faith) and which is ultimately dismissed within 30 days) no order or petition or other process for winding up or dissolution has been made or presented or threatened in writing against a Group Member (and no analogous event has occurred or been proposed under the laws of any applicable jurisdiction) and there are no circumstances justifying such an order, petition or other process or analogous event.

(j) (Appointments) No receiver, receiver and manager, judicial manager, liquidator, provisional liquidator, administrator, administrative receiver, official manager, compulsory manager, trustee for creditors, Controller (as defined in the Corporations Act) or analogous person has been appointed, or (except in relation to an application for the purpose of appointing such a person which is disputed by the relevant Group Member (acting diligently and in good faith) and which is ultimately dismissed within 30 days) is threatened or expected to be appointed, to or in respect of a Group Member or over or in respect of the whole or any part of the undertaking or property of a Group Member (and no analogous event has occurred or been proposed under the laws of any applicable jurisdiction) and there are no circumstances justifying such an appointment or analogous event.

(k) (Governmental Consents) Assuming the accuracy of the representations and warranties given by the Purchaser in clause 5.1, no consent, approval or Authorisation of or from or designation, declaration or filing with any Government Agency on the part of HoldCo is required for the authorisation of or in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Promissory Note or the performance by HoldCo of its obligations under this Agreement or the Promissory Note or the consummation by HoldCo of any other transaction contemplated by this Agreement or the Promissory Note pursuant to the Securities Act, the Corporations Act, any other law or regulation or the rules of any recognized securities exchange.

(l) (Not traded) From the date of its incorporation to each of the date of this Agreement and immediately prior to Closing, none of HoldCo nor any Subsidiary of HoldCo has ever traded or incurred any liability or undertaken any business activity other than HoldCo being issued with shares in Australian Projects HoldCo and U.S. Projects HoldCo (such shares being issued to HoldCo as part of the Pre-Closing Restructure).

(m) (No other assets or liabilities) On the date of this Agreement and immediately prior to Closing, none of HoldCo nor any Subsidiary of HoldCo has any assets or liabilities other than HoldCo having shares in Australian Projects HoldCo and U.S. Projects HoldCo (such shares being issued to HoldCo as part of the Pre-Closing Restructure).

(n) (Intellectual Property) HoldCo has the lawful, valid and subsisting right and license to use all Intellectual Property Rights necessary for the conduct of its business and the proper development, undertaking and implementation of the CSP Projects and otherwise all material Intellectual Property Rights as are necessary for the purposes of and to implement and give full effect to the Development Agreement and the transactions that it contemplates (Business IPR) and will provide and make available all such Business IPR to and for the CSP Projects and each of the entities undertaking, implementing or involved in the CSP Projects, and will ensure that each of the Purchaser and each of the entities undertaking, implementing or involved in the CSP Projects and any other person whom it is necessary or required or desirable to have such right and license for the proper development, undertaking and implementation of the CSP Projects has the lawful, valid and subsisting right and license to use the Business IRP, in each case as and when and to the extent required for the proper development, undertaking and implementation of the CSP Projects and otherwise as required by or for the purposes of or to implement and give full effect to, and in accordance with, the Development Agreement and the transactions that it contemplates. So far as the Company Parties are aware none of the Company Parties nor any of their respective Subsidiaries infringes any right of any person in or wrongfully use any Intellectual Property Rights.

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(o) (No contracts or obligations) Other than this Agreement, the Development Agreement, the Business Combination Agreement, the Sponsor Equity Subscription Agreements, Nabors Funding Arrangements, Project Documents, Sponsor NPAs and any agreements with Strategic Equity Investors, on the date of this Agreement and immediately prior to Closing, none of the Company Parties nor any of their respective Subsidiaries is a party to any agreement, deed or other binding document, or is subject to any obligations or undertakings, in respect of or related to or connected with any of the subject matter of or the transactions contemplated by this Agreement, the Development Agreement, the Business Combination Agreement, Nabors Funding Arrangements, Project Documents, the Transaction and any agreements entered into or to be entered into with a Sponsor or a Strategic Equity Investor (including the Sponsor Equity Subscription Agreements, the Sponsor NPAs and the Nabors Funding Arrangements) excluding, for the avoidance of doubt, those agreements, deeds or other binding documents which have been publicly disclosed by means of a public filing with or a public submission to the SEC as of the date hereof.

(p) (Group) On the date of this Agreement and immediately prior to Closing, HoldCo is not the holder or legal or beneficial owner of any shares or other capital in or any securities of, and does not have any interest in, any body corporate (wherever incorporated) or any other entity or person, other than the shares issued to it in Australian Projects HoldCo and U.S. Projects HoldCo (such shares being issued to HoldCo as part of the Pre-Closing Restructure).

(q) (Information) On the date of this Agreement and the Closing Date, all of the information concerning HoldCo, Vast Parent and their respective Subsidiaries and the Transaction and the Sponsors, the Strategic Equity Investors and the subject matter of and the transactions and activities contemplated by this Agreement, the Development Agreement, the Business Combination Agreement, Nabors Funding Arrangements, Project Documents, the Transaction and any agreements entered into or to be entered into with a Sponsor or a Strategic Equity Investor (including the Sponsor Equity Subscription Agreements, the Sponsor NPAs and Nabors Funding Arrangements), prepared by or on behalf of one or both of the Company Parties and provided to the Purchaser (Disclosure Materials) is true, complete and accurate in all material respects and is not misleading in light of the circumstances in which such information was prepared and provided to the Purchaser, and no information has been omitted from the Disclosure Materials that would render the Disclosure Materials misleading in any material respect in light of the circumstances in which the Disclosure Materials were prepared and provided to the Purchaser.

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3.2 Reliance by the Purchaser

HoldCo acknowledges that the Purchaser has entered into, and continues to provide financial accommodation under, this Agreement and the Promissory Note in reliance on the representations and warranties given by HoldCo under this Agreement.

3.3 No reliance on the Purchaser

HoldCo acknowledges that it has not entered into this Agreement or the Promissory Note in reliance on any representation, warranty, promise or statement of the Purchaser or of any person on behalf of the Purchaser, other than as set out in clause 5.1.

4 Representations and Warranties of Vast Parent

4.1 Representations and warranties

Vast Parent hereby represents and warrants to the Purchaser, on and as of each of (i) the date of this Agreement, (ii) the Closing, (iii) each Interest Capitalisation Date and (iv) each Exchange Date (as defined in the Promissory Note) (except to the extent that a statement is expressed to be given on a particular date, in which case it is represented and warranted on and as of that date only), that each of the following statements is true, complete and accurate:

(a) (Organization; Status) Vast Parent is a corporation registered and validly existing under the Corporations Act and on the date of this Agreement and the Closing, wholly owns HoldCo.

(b) (Corporate Power) Vast Parent has the full legal capacity and corporate power and authority to own its assets and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement and the Promissory Note.

(c) (Authorization)

(i) All action necessary for the authorisation, execution and delivery of this Agreement by Vast Parent, the authorisation, sale, issuance and delivery of the Promissory Note and the performance of all of Vast Parent’s obligations under this Agreement and the Promissory Note has been taken or will be taken prior to the Closing.

(ii) This Agreement and the Promissory Note constitute legal, valid and binding obligations of Vast Parent, enforceable in accordance with their terms, except as limited by:

(A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and

(B) law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.

(d) (No Conflict) Assuming the accuracy of the representations and warranties given by the Purchaser in clause 5.1, the execution and delivery of this Agreement by Vast Parent, the performance by Vast Parent of its obligations pursuant to this Agreement and the issuance and sale of the Promissory Note pursuant to this Agreement and the performance by Vast Parent of its obligations pursuant to the Promissory Note will not result in any violation of, or conflict with, or constitute a default under or breach of (as applicable), the constitution of Vast Parent as amended or varied and in force from time to time or other organisational documents (as applicable) or any other agreement, deed or other binding document of Vast Parent or any Subsidiary of Vast Parent or any law, regulation or Authorisation.

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(e) (No immunity) Vast Parent does not and its assets do not enjoy immunity from any suit or execution.

(f) (Commercial benefit) Vast Parent’s entry into and performance of its obligations under this Agreement and the Promissory Note are for its commercial benefit and are in its commercial interests.

(g) (Solvency) Vast Parent is able to pay its debts as and when they fall due, and has not suspended payment of its debts or failed to comply with a statutory demand or ceased (or threatened to cease) to carry on all or a material part of its business or stated that it is unable to pay its debts, and is not and has not otherwise become insolvent, and has not entered into, or taken any steps or proposed to enter into, any arrangement (including any voluntary arrangement, scheme of arrangement or other arrangement), compromise or composition with or assignment for the benefit of its members or creditors or a class of them or any moratorium of any indebtedness or any analogous procedure or step to any of the foregoing under the laws of any applicable jurisdiction.

(h) (Liquidation) Vast Parent has not gone, and is not proposed to go, into liquidation or passed a winding up resolution or commenced any steps for winding up or dissolution, and (except in relation to an order, petition or other process for winding up or dissolution which is disputed by Vast Parent (acting diligently and in good faith) and which is ultimately dismissed within 30 days) no order or petition or other process for winding up or dissolution has been made or presented or threatened in writing against Vast Parent (and no analogous event has occurred or been proposed under the laws of any applicable jurisdiction) and there are no circumstances justifying such an order, petition or other process or analogous event.

(i) (Appointments) No receiver, receiver and manager, judicial manager, liquidator, provisional liquidator, administrator, administrative receiver, official manager, compulsory manager, trustee for creditors, Controller (as defined in the Corporations Act) or analogous person has been appointed, or (except in relation to an application for the purpose of appointing such a person which is disputed by Vast Parent (acting diligently and in good faith) and which is ultimately dismissed within 30 days) is threatened or expected to be appointed, to or in respect of Vast Parent or over or in respect of the whole or any part of the undertaking or property of Vast Parent (and no analogous event has occurred or been proposed under the laws of any applicable jurisdiction) and there are no circumstances justifying such an appointment or analogous event.

(j) (Governmental Consents) Assuming the accuracy of the representations and warranties given by the Purchaser in clause 5.1, no consent, approval or Authorisation of or from or designation, declaration or filing with any Government Agency on the part of Vast Parent is required for the authorisation of or in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Promissory Note or the performance by Vast Parent of its obligations under this Agreement or the Promissory Note or the consummation by Vast Parent of any other transaction contemplated by this Agreement or the Promissory Note pursuant to the Securities Act, the Corporations Act, any other law or regulation or the rules of any recognized securities exchange.

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(k) (No contracts or obligations) Other than this Agreement, the Development Agreement, the Business Combination Agreement, the Sponsor Equity Subscription Agreements, Nabors Funding Arrangements, Project Documents, Sponsor NPAs and any agreements with Strategic Equity Investors, on the date of this Agreement and immediately prior to Closing, none of the Company Parties nor any of their respective Subsidiaries is a party to any agreement, deed or other binding document, or is subject to any obligations or undertakings, in respect of or related to or connected with any of the subject matter of or the transactions contemplated by this Agreement, the Development Agreement, the Business Combination Agreement, Nabors Funding Arrangements, Project Documents, the Transaction and any agreements entered into or to be entered into with a Sponsor or a Strategic Equity Investor (including the Sponsor Equity Subscription Agreements, the Sponsor NPAs and Nabors Funding Arrangements) excluding, for the avoidance of doubt, those agreements, deeds or other binding documents which have been publicly disclosed by means of a public filing with or a public submission to the SEC as of the date hereof.

(l) (Sponsor NPAs) Nabors Lux 2 and AgCentral have paid to Vast Parent US$12,500,000 (in aggregate) as consideration for convertible notes issued by Vast Parent, under and in accordance with the Sponsor NPAs.

(m) (Information) On the date of this Agreement and the Closing Date, all of the Disclosure Materials is true, complete and accurate in all material respects and is not misleading in light of the circumstances in which such information was prepared and provided to the Purchaser, and no information has been omitted from the Disclosure Materials that would render the Disclosure Materials misleading in any material respect in light of the circumstances in which the Disclosure Materials were prepared and provided to the Purchaser.

4.2 Reliance by the Purchaser

Vast Parent acknowledges that the Purchaser has entered into, and continues to provide financial accommodation under, this Agreement and the Promissory Note in reliance on the representations and warranties given by Vast Parent under this Agreement.

4.3 No reliance on the Purchaser

Vast Parent acknowledges that it has not entered into this Agreement or the Promissory Note in reliance on any representation, warranty, promise or statement of the Purchaser or of any person on behalf of the Purchaser, other than as set out in clause 5.1.

5 Representations and Warranties of the Purchaser

5.1 Representations and warranties

The Purchaser hereby represents and warrants to each Company Party, on and as of each of (i) the date of this agreement, (ii) the Closing Date and (ii) each Exchange Date (as defined in the Promissory Note) (except to the extent that a statement is expressed to be given on a particular date, in which case it is represented and warranted on and as of that date only), that each of the following statements is true, complete and accurate:

(a) (No Registration) the Purchaser understands that the Promissory Note and the Exchange Shares issuable thereunder (together the Securities) are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Securities have not been registered under the Securities Act, nor will “disclosure to investors” within the meaning of Chapter 6D of the Corporations Act be made by HoldCo.

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(b) (Investment Intent)

(i)	The Purchaser is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.
(ii)	The Purchaser does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to the Securities.
(iii)	The Purchaser has not been formed for the specific purpose of acquiring the Securities.

(c) (Speculative Nature of Investment) The Purchaser understands and acknowledges that an investment in the Securities is speculative and involves risks. The Purchaser can bear the economic risk of the Purchaser’s investment and is able, without impairing the Purchaser’s financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of the Purchaser’s investment.

(d) (Access to Data)

(i)

The Purchaser has prior to the date of this Agreement had an opportunity to ask questions of, and receive answers from, the officers of the Company Parties concerning this Agreement and the transactions contemplated by this Agreement, as well as HoldCo’s and Vast Parent’s business, plans, management and financial affairs, and has used that opportunity.

(ii)

The Purchaser acknowledges that any business plans prepared by HoldCo and/or Vast Parent have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections may not materialize or may vary from actual results. The Purchaser also acknowledges that it is relying solely on its own counsel, and not on any of HoldCo, Vast Parent or their agents, for legal advice with respect to this investment or the transactions contemplated by this Agreement.

(e) (Investor Status)

(i)

The Purchaser acknowledges that it may be issued Securities without disclosure under Chapter 6D of the Corporations Act by reason of it being a ‘sophisticated investor’ or an ‘experienced investor’ within the meaning of Chapter 6D of the Corporation Act. If requested by HoldCo or Vast Parent, the Purchaser must provide to HoldCo and/or Vast Parent such information and documents as may be reasonably required by HoldCo and/or Vast Parent to so verify.

(ii)

The Purchaser is not a ‘U.S. Person’ within the meaning of Rule 902(k) of Regulation S as adopted by the United States Securities and Exchange Commission (SEC).

(f) (No Public Market) The Purchaser understands and acknowledges that no public market now exists for the Promissory Note issued by HoldCo and that HoldCo has made no assurances that a public market will ever exist for the Promissory Note issued by HoldCo.

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(g) (Regulation S) The Purchaser agrees, until the expiration of the 40-day distribution compliance period in respect of the Securities as contemplated by Rule 903(b)(2)(ii) of Regulation S under the U.S. Securities Act 1933, that it will not offer or sell the Securities to a U.S. Person (as defined below) or for the account or benefit of a U.S. Person.

5.2 Reliance by Company Parties

(a) The Purchaser acknowledges that HoldCo has entered into this Agreement and the Promissory Note in reliance on the representations and warranties given by the Purchaser in clause 5.1.

(b) Each Company Party acknowledges and agrees, and undertakes, represents and warrants, that neither the Purchaser nor any person on behalf of the Purchaser has made or given any representation, warranty, promise or statement, and none of the Company Parties have entered into this Agreement or the Promissory Note or the transactions that they contemplate in reliance on any representation, warranty, promise or statement of or by the Purchaser or of any person on behalf of the Purchaser, other than the representations and warranties of the Purchaser set out in clause 5.1. Without limiting the foregoing, each Company Party acknowledges and agrees, and undertakes, represents and warrants, that (except as expressly set out in clause 5.1(e)(ii) and 5.1(f)) neither the Purchaser nor any person on behalf of the Purchaser has made or given any representation, warranty, promise or statement, and none of the Company Parties have entered into this Agreement or the Promissory Note or the transactions that the contemplated in reliance on any representation, warranty, promise or statement of or by the Purchaser or of any person on behalf of the Purchaser, in relation to, in respect of or in connection with any matter relating to or relating to any compliance with or satisfaction of any Authorisation or provision or requirement of the SEC or any law of the United States or any State thereof or any rules of any securities exchange.

6 Conditions of the Obligations of the Purchaser at the Closing

The obligation of the Purchaser to purchase the Promissory Note under this Agreement at the Closing is subject to the fulfillment, or written waiver by the Purchaser, of each of the following conditions on or before the Closing, as applicable:

(a) (Representations and Warranties) The representations and warranties of HoldCo and Vast Parent contained in clauses 3 and 4 are true, complete and accurate in all respects on and as of the Closing Date.

(b) (Performance) Each Company Party will have performed and complied in all respects (as determined by the Purchaser, acting reasonably) with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by each Company Party prior to or at the Closing.

(c) (Governmental Qualifications) All Authorisations, approvals or permits (if any) of any Government Agency that are required for or in connection with the lawful issuance and sale and purchase of the Promissory Note in accordance with this Agreement will have been obtained and effective as of the Closing.

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(d) (Sponsor Subscription) each of the following has occurred:

(i)	Completion under the Sponsor Equity Subscription Agreements has occurred, and the Vast Shares to be issued to the Sponsor under the Sponsor Equity Subscription Agreements are so issued and each of Nabors Lux 2 and AgCentral have paid to Vast Parent the Sponsor Subscription under and in accordance with the Sponsor Equity Subscription Agreements, in each case as of the Closing;
(ii)	Nabors Lux 2 has subscribed for the applicable amount of Vast Shares it is required to purchase pursuant to the Backstop Agreement in the amount of the Backstop Subscription Amount with such Backstop Subscription Amount being due and payable by Nabors Lux 2 to Vast Parent by January 9, 2024; and.
(iii)	Nabors Lux 2 and Vast Parent have entered into the Backstop Loan Agreement, and the Backstop Loan Agreement is in full force and effect and no step has been taken or decision made or notice given to terminate the Backstop Loan Agreement.

(e) (CT Investment) CT Investments has paid to Vast Parent an amount equal to the Canberra Funding Baseline as consideration for Vast Shares or CT Investments has entered into and completed its acquisition of NETC shares under binding commitments with NETC stockholders under which it has acquired a minimum number of NETC shares which is equal to the value of the Canberra Funding Baseline and an amount equal to the Canberra Funding Baseline which represents the acquisition price for those NETC shares under such binding commitments is available in the Trust Account.

(f) (Additional Investment) All Additional Investment (if any) has been paid to and received by Vast Parent, under and in accordance with the binding commitments entered into by Vast Parent in respect of the Additional Investment (if any).

(g) (NETC Stockholder Approval) NETC Stockholder Approval has been obtained.

(h) (Business Combination Closing) The Company Split Adjustment (as defined in the Business Combination Agreement) shall have occurred, and the Business Combination Agreement remains in full force and effect and no step has been taken or decision made or notice given to terminate the Business Combination Agreement or the Merger as of the Closing.

(i) (Development Agreement) The Development Agreement remaining in full force and effect, and no step has been taken or decision made or notice given to terminate the Development Agreement as of the Closing.

(j) (NETC Waiver) NETC has consented to the issuance and sale and purchase of the Promissory Note pursuant to this Agreement and the issuance of the Parent Company Guarantee, in accordance with the terms of the Business Combination Agreement.

(k) (Compliance checks) the Purchaser has completed its KYC and compliance checks with respect to the Group Members and been satisfied with the results of those checks, in each case to its reasonable satisfaction.

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7 Conditions of Company Parties’ Obligations at the Closing

The obligation of the Company Parties to issue and sell the Promissory Note to the Purchaser under this Agreement at the Closing is subject to the fulfillment, or written waiver by the Company Parties, of the following conditions on or before the Closing, as applicable:

(a) (Representations and Warranties) The representations and warranties of the Purchaser contained in clause 5 are true, complete and accurate in all respects on and as of the Closing Date.

(b) (Performance) The Purchaser will have performed and complied in all respects (as determined by the Company Parties acting reasonably) with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser prior to or at the Closing.

(c) (Governmental Qualifications) All Authorisations, approvals, waivers or permits (if any) of any Government Agency that are required for or in connection with the lawful issuance and sale and purchase of the Promissory Note in accordance with this Agreement will have been obtained and effective as of the Closing.

(d) (Sponsor Subscription) each of the following has occurred:

(i)	Completion under the Sponsor Equity Subscription Agreements has occurred, and the Vast Shares to be issued under the Sponsor Subscription are so issued and each of Nabors Lux 2 and AgCentral have paid to HoldCo the Sponsor Subscription under and in accordance with the Sponsor Equity Subscription Agreements, in each case as of the Closing;
(ii)	Nabors Lux 2 has subscribed for the applicable amount of Vast Shares it is required to purchase pursuant to the Backstop Agreement in the amount of the Backstop Subscription Amount with such Backstop Subscription Amount being due and payable by Nabors Lux 2 to Vast Parent by January 9, 2024; and
(iii)	Nabors Lux 2 and Vast Parent have entered into the Backstop Loan Agreement, and the Backstop Loan Agreement is in full force and effect and no step has been taken or decision made or notice given to terminate the Backstop Loan Agreement.

(e) (CT Investment) CT Investments has paid to Vast Parent an amount equal to the Canberra Funding Baseline as consideration for Vast Shares or CT Investments has entered into and completed its acquisition of NETC shares under binding commitments with NETC stockholders under which it has acquired a minimum number of NETC shares which is equal to the value of the Canberra Funding Baseline and an amount equal to the Canberra Funding Baseline which represents the acquisition price for those NETC shares under such binding commitments is available in the Trust Account.

(f) (Additional Investment) All Additional Investment (if any) has been paid to and received by Vast Parent, under and in accordance with the binding commitments entered into by Vast Parent in respect of the Additional Investment (if any).

(g) (NETC Stockholder Approval) NETC Stockholder Approval has been obtained.

(h) (Business Combination Closing) The Company Split Adjustment (as defined in the Business Combination Agreement) shall have occurred, and the Business Combination Agreement remains in full force and effect and no step has been taken or decision made or notice given to terminate the Business Combination Agreement or the Merger as of the Closing.

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(i) (Payment) The Purchaser shall deliver to Vast Parent (unless otherwise agreed by Vast Parent), at least 1 Business Day prior to the Transaction Closing date (as specified in a notice sent to the Purchaser at least 2 Business Days prior to such date), the Promissory Note Purchase Price, to be held in escrow by Vast Parent, by wire transfer of United States dollars in immediately available funds to the account specified by Vast Parent.

(j) (Development Agreement) The Development Agreement remaining in full force and effect, and no step has been taken or decision made or notice given to terminate the Development Agreement as of the Closing.

(k) (NETC Waiver) NETC has consented to the issuance and sale and purchase of the Promissory Note pursuant to this Agreement and the issuance of the Parent Company Guarantee, in accordance with the terms of the Business Combination Agreement.

8 Right to Exchange Promissory Note for Exchange Shares

(a) For a period of five years following Closing so long as the Exchange Condition has been met, the Purchaser shall have the right (subject to clause 8(j) below), exercisable by written notice to Vast Parent, to exchange all or any portion of the principal amount of and interest on the Promissory Note then outstanding into Exchange Shares at an exchange price of US $10.20 per share (or such adjusted exchange price as is provided for under clause 8(d) or 9(d)) (the Exchange Price) with any partial exchange being in an amount not less than US$2,000,000 (or, if the principal amount of and interest on the Promissory Note then outstanding is less than US$2,000,000, then in an amount equal to the then outstanding amount).

(b) If the Maturity Date of the Promissory Note is extended to a period of seven years following the Closing, then the Purchaser’s right to exchange the Promissory Note for Exchange Shares in this clause 8 will also extend to operate during the period of seven years following Closing (such additional two years being the Additional Term) on the same terms as set out in this clause 8. If, during the Additional Term, this Agreement is terminated or an Event of Default occurs in respect of the Promissory Note, this clause 8 will survive such termination or Event of Default.

(c) The Purchaser may exercise its right to exchange all or any portion of the principal amount of the Promissory Note and the associated accrued interest on such principal amount then outstanding into Exchange Shares on multiple occasions until there is no principal amount of the Promissory Note or associated accrued interest on such principal amount then outstanding, with any partial exchange being in an amount not less than US$2,000,0000 (or, if the principal amount of and interest on the Promissory Note then outstanding is less than US$2,000,000, then in an amount equal to the then outstanding amount).

(d) If at any time while any or all of the principal amount of and/or interest on the Promissory Note is outstanding, there shall occur any change in the ordinary shares of Vast Parent by reason of any reclassification, recapitalisation, reorganisation, stock split (including a reverse stock split), sub-division, consolidation, bonus issue or combination, exchange, conversion or readjustment of shares, or any share or securities or stock dividend or distribution paid or satisfied in shares, or any similar action or event to any of the foregoing with respect to the ordinary shares or the ordinary share capital of Vast Parent (each a Reorganisation Event), the Exchange Price shall be equitably adjusted to reflect and properly account for such change with effect on and from the Reorganisation Event, and the parties must promptly do all things necessary to ensure that such adjustment occurs and is given full effect to (this clause 8(d) will apply upon each occurrence of a Reorganisation Event).

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(e) Vast Parent may, for a period of up to 60 days commencing on the date on which the Purchaser gives written notice requiring an exchange under clause 8(a) (Postponement Period), postpone the issuance or transfer of ordinary shares to the Purchaser under clause 8(a) if the issuance or transfer would otherwise occur at a time when Vast Parent possesses material non-public information or if the board of Vast Parent determines in its reasonable good faith judgment on advice of counsel that such issuance or transfer would (i) materially interfere with a significant acquisition, corporate organisation, financing, securities offering or other similar transaction involving Vast Parent; (ii) require premature disclosure of material information that Vast Parent has a bona fide business purpose for preserving as confidential; (iii) render the Vast Parent unable to comply with requirements under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the rules of an applicable securities exchange or the Corporations Act; or (iv) require the approval of ordinary shareholders in Vast Parent under the rules of an applicable securities exchange or the Corporations Act. Subject to clauses 8(i) and 8(j), Vast Parent must, no later than 2 Business Days following the expiry of the Postponement Period, issue or transfer (as applicable) the Exchange Shares in respect of which the Purchaser has given written notice to exchange under clause 8(a) to which the Postponement Period relates.

(f) Vast Parent must issue or transfer the Exchange Shares to the Purchaser free and clear of any Security Interest (except for any Security Interest arising under U.S. or Australian federal and state securities laws) or Security Interest or right of any third party, escrow or holding lock.

(g) This clause 8 survives termination or expiration of this Agreement and is not prejudiced by the occurrence of an Event of Default (as such term is defined in the Promissory Note) caused by HoldCo or Vast Parent or acceleration of the Promissory Note.

(h) Upon and following the announcement of the entry of Vast Parent and/or its shareholders or securityholders into definitive, binding documentation to implement a Change of Control (as defined in the Business Combination Agreement) (a CoC Agreement), at the election of the Purchaser, all principal amount of and interest on the Promissory Note then outstanding will become exchangeable into Exchange Shares to be issued to the Purchaser. The Purchaser will be entitled to make such election within a period of 30 days after the announcement of the entry into the CoC Agreement, after which time the Purchaser may only make such election if agreed in or permitted by or approved under the CoC Agreement and each Company Party must promptly use best endeavours and do all things necessary to enable the Purchaser to make such election. Each Company Party must ensure that Vast Parent announces the entry of Vast Parent and/or its shareholders or securityholders into a CoC Agreement as soon as practicable after such entry and in accordance with all applicable laws and the rules and regulations of Vast Parent’s stock exchange.

(i) If any issue or transfer of Exchange Shares to the Purchaser under this clause 8 requires the prior obtaining of any Authorisation in order to comply with any applicable law or regulation or rules of any recognized securities exchange, Vast Parent must promptly use best endeavours and do all things necessary to obtain such Authorisation. If Vast Parent, having complied with its obligations under this clause 8(i) and having exhausted all reasonable means of obtaining such Authorisation, is refused or is otherwise unable to obtain such Authorisation and is thereby unable to issue or transfer (as applicable) the relevant Exchange Shares without Vast Parent breaching any applicable law or regulation or rules of any recognized securities exchange, then Vast Parent must promptly pay to the Purchaser by wire transfer of immediately available funds the amount of principal amount of and interest on the Promissory Note which the Purchaser was exchanging for the relevant Exchange Shares under clause 8(a), instead of issuing or transferring (as applicable) those Exchange Shares to the Purchaser. For the avoidance of doubt this clause 8(i) does not apply to any Authorisation required to be obtained by the Purchaser in order for the Purchaser to comply with any applicable law to issued or transferred (as applicable) the Exchange Shares, including without out limitation, under the Foreign Acquisitions and Takeovers Act 1975 (Cth).

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(j) Despite any other provision of this Agreement or the Promissory Note, the Purchaser's right to require the issue or transfer of Exchange Shares under this clause ‎‎8 or the Promissory Note is subject to and conditional upon the Purchaser obtaining any Authorisation necessary for the Purchaser to comply with The Foreign Acquisitions and Takeovers Act 1975 (Cth) in respect of such issue or transfer.

9 New Investments

(a) If, in the period commencing on the date of this Agreement until the Promissory Note is repaid in full, Vast Parent or any of its Subsidiaries enters into an agreement pursuant to which Qantas and/or Airbus will pay or contribute funds to Vast Parent or a Subsidiary, the terms of such agreement or any amendment to such agreement must be on substantially the same and no more favourable terms to Qantas and/ or Airbus than the terms of this Agreement or the Promissory Note, in respect of any of the following (MFN Terms):

(i)	security or priority;
(ii)	duration; or
(iii)	interest rate,

and if any of the MFN Terms in such agreement or any amendment to such agreement with Qantas and/or Airbus is more favourable to Qantas and/ or Airbus than the MFN Terms of this Agreement or the Promissory Note, then the corresponding MFN Terms of this Agreement and/or the Promissory Note (as applicable) shall be automatically amended to match such Qantas and/or Airbus terms, which will be applied on a dollar-for-dollar basis (to the extent possible).

(b) If Vast Parent or any of its Subsidiaries proposes to enter into an agreement with Qantas and/or Airbus, Vast Parent or HoldCo must give the Purchaser written notice setting out the details of the proposed arrangement at least 5 Business Days before entering into definitive documents with Qantas and/or Airbus in respect of such arrangement and/or receiving such funding.

(c) If Vast Parent and/or a Subsidiary enters into an agreement with Qantas and/or Airbus on more favourable MFN Terms to Qantas and/ or Airbus than the MFN Terms of this Agreement and/or the Promissory Note but the funding from Qantas and/or Airbus never occurs under such agreement, the MFN Terms in this Agreement and/or the Promissory Note (as applicable) will revert back to the prior terms as if this Agreement and/or the Promissory Note (as applicable) was never amended in respect of such agreement.

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(d) If, during the term of the Backstop Loan Agreement, Vast Parent and/or a Subsidiary enters into an agreement to (or amendment thereto) and/or raises capital from third party strategic investors (other than Qantas and/or Airbus) through a privately negotiated transaction for the issuance of equity or debt other than (i) bank debt from a financial institution directly to Vast Parent or a Subsidiary, (ii) Vast Shares, or (iii) preferred shares in Vast Parent (including convertible preference shares) (New Strategic Commitments) and any of such funds are used to repay the Backstop Loan Agreement, then the terms of this Agreement and the Promissory Note will be automatically amended, if necessary, such that the terms under this Agreement and the Promissory Note regarding the MFN Terms will be no less favourable to the Purchaser than the New Strategic Commitment, which will be applied (to the extent possible) on a dollar-for-dollar basis equal to the amount of such repayment of the Backstop Loan Agreement.

(e) If Vast Parent and/or any Subsidiary proposes to enter into New Strategic Commitments and plans to repay all or a portion of the Backstop Loan Agreement, Vast Parent and/or HoldCo must give the Purchaser written notice setting out the details of the proposed arrangement at least 5 Business Days before entering into definitive documents regarding the New Strategic Commitments and/or receiving such funding.

(f) If Vast Parent and/or a Subsidiary enters into an agreement on more favourable MFN Terms to a third party strategic investor than the MFN Terms of this Agreement and/or the Promissory Note but the funding from the third party strategic investor never occurs under such agreement or no portion of such funding is used to repay the Backstop Loan Agreement, the MFN Terms in this Agreement and/or the Promissory Note (as applicable) will revert back to the prior terms as if this Agreement and/or the Promissory Note (as applicable) was never amended in respect of such agreement.

(g) Notwithstanding the foregoing, if at any time on and from the date of this Agreement until the Promissory Note is repaid in full, Vast Parent or any of its Subsidiaries enters into an agreement pursuant to which Qantas and/or Airbus has the right to purchase Vast Shares or exchange, convert or exercise any security into Vast Shares at a price per share less than the Exchange Price in effect immediately prior to such purchase, exchange, conversion or exercise, the Exchange Price shall automatically adjust to the lowest price per share at which Qantas or Airbus has the right to purchase or exchange, convert or exercise a security into Vast Shares, which will be applied on a dollar-for-dollar basis (to the extent possible).

10 Negative Covenants

Until there is no outstanding Due Amount under the Promissory Note, HoldCo shall not (and must procure that each of its Subsidiaries shall not), without the Purchaser’s prior written consent (which must not be unreasonably withheld or conditioned):

(a) Declare, make or pay any Distributions or incur any obligation (contingent or otherwise) to do so, other than:

(i) Distributions to a Group Member; or

(ii) Distributions to Vast Parent to fund any payments required in connection with the Group’s tax consolidation or GST grouping arrangements;

page | 26

(b) Enter into or make or effect any sale, lease, license, consignment, transfer or other disposition of any property of a Group Member (or any interest in any such property), except property dispositions that are:

(i) the sale of inventory in the ordinary course of any Group Member's business;

(ii) so long as no Event of Default exists, property disposition or series of related property disposition of assets having a fair market value of less than or equal to US$1,000,000 individually or US$5,000,000 in the aggregate in any twelve month period;

(iii) termination of a lease of real or personal property that is not necessary for the business of any Group Member;

(iv) a disposition of worn, damaged or obsolete equipment;

(v) a disposition of cash or cash equivalents in any Group Member's ordinary course of business;

(vi) foreclosures, condemnation, expropriation, eminent domain or any similar action (including, for the avoidance of doubt, any casualty event) with respect to assets or the granting of liens thereon;

(vii) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business or consistent with industry practice;

(viii) a disposition of assets no longer economically practicable or commercially reasonable to maintain; or

(ix) any transaction contemplated under the Development Agreement;

(c) If the Purchaser has not exercised its exchange rights under clause 8(h) hereof, merge, combine or consolidate with any person, or liquidate, wind up or dissolve, in each case whether in a single transaction or in a series of related transactions, except for (i) any merger or consolidation between HoldCo, its parent or any of its Subsidiaries or (ii) any merger or consolidation where Vast Parent remains the direct or indirect owner of more than 50% of the voting securities of HoldCo and continues to Control the Group following such transaction, provided that in each case HoldCo must be the surviving entity of any such transaction to which it is a party;

(d) Engage in any business, other than its business as conducted on the Closing and any activities substantially related thereto;

(e) Enter into or be party to any transaction with a Related Party or an affiliate of a Related Party, except (a) payment of compensation to officers and employees for services actually rendered and any severance arrangements, (b) payment of customary directors’ fees, indemnities, reimbursements and similar amounts; (c) transactions with affiliates that were consummated on or prior to the Closing; (d) any arrangements with Nabors or any of its Related Bodies Corporate so long as the terms are no less favourable to HoldCo than would be obtained in a comparable arm’s-length transaction with a non-Nabors related entity; (d) transactions with affiliates in a Group Member's ordinary course of business, upon fair and reasonable terms and no less favourable than would be obtained in a comparable arm’s-length transaction with a non-affiliate; and (e) transactions between any of the Group Members and Vast Parent that are entered into in the ordinary course of business and are necessary or advisable in connection with the ownership or operation of the business, including payroll, cash management, purchase, insurance, management, technology and licensing arrangements;

page | 27

(f)	Create or allow to exist any Security Interest over any assets of any Group Member, other than:
	(i)	a retention of title arrangement in connection with the acquisition of goods or services in the ordinary course of business;
	(ii)	any Security Interest securing Financial Indebtedness permitted under clause 10(h)(v);
	(iii)	a deemed security interest under section 12(3) of the PPSA which does not secure payment or performance of an obligation;
	(iv)	any lien arising by operation of law (other than the PPSA) and in the ordinary course of trading and not as a result of any default or omission by any Group Member;
	(v)	any bankers lien, rights of set off or other netting arrangements arising in respect of its ordinary course transactional banking arrangements;
	(vi)	any Security Interest arising as a result of a Permitted Disposal; or
	(vii)	any lien for rates, taxes, duties or fees of any kind payable to a Government Agency;
(g)	Grant or provide or issue or enter into or incur any Guarantee, other than:
	(i)	the Parent Company Guarantee or any other Guarantee given under this Agreement or the Promissory Note;
	(ii)	any Guarantee provided under any acquisition document in respect of a Permitted Acquisition which Guarantee is in customary form and subject to customary limitations;
	(iii)	any Guarantee which is a performance guarantee, bond or similar guaranteeing performance (including payment obligations (other than in respect of Financial Indebtedness)) by a Group Member under any contract entered into in the ordinary course of business and which is on customary terms and subject to customary limitations;
	(iv)	a Guarantee pursuant to Part 2M.6 of the Corporations Act or an equivalent provision where the only members of the class order are Group Members;
	(v)	any Guarantee in connection with any Permitted Financial Indebtedness which is on customary terms and subject to customary limitations;
	(vi)	any Guarantee given in respect of the netting or set-off arrangements permitted pursuant to clause 10(f)(v) which is on customary terms and subject to customary limitations;
	(vii)	any Guarantee granted by any Group Member in favour of Vast Parent or another Group Member in connection with the Group’s tax consolidation or GST grouping arrangements which is on customary terms and subject to customary limitations; or
	(viii)	any Guarantee given in the ordinary course of the documentation for the development of a project facility contemplated by the Development Agreement which Guarantee is in a customary form and subject to customary limitations.

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(h)	Incur or enter into or permit to subsist any Financial Indebtedness, other than Financial Indebtedness:
	(i)	comprising the amounts owed by HoldCo under and in accordance with the Promissory Note;
	(ii)	comprising amounts in the future owed to Qantas and/or Airbus under arrangements that have been entered into in accordance with clause 9;
	(iii)	which arises pursuant to the operation of cash pooling, net balance or balance transfer arrangements between Group Members;
	(iv)	which arises under Permitted Financial Accommodation or Permitted Guarantees;
	(v)	incurred under any debt financing arrangement with a financial institution or other reputable commercial lender entered into in the ordinary course of business including:
		(A)	for the relevant Subsidiary/ies of HoldCo for a CSP Project to fund the development and operation of that CSP Project;
		(B)	any transactional banking arrangement, including overdrafts, guarantees, bonding, documentary or stand-by letters of credit, short term loans, foreign currency facilities, credit card facilities or any other facility or accommodation used for the effective cash management and/or day to day operation of the business of the Group or a CSP Project; and
		(C)	any non-speculative derivative transaction such as fixing or hedging (a) interest rate risk; (b) currency exchange rate risk or (c) commodity price risk;
	(vi)	owed by a Group Member to another Group Member;
	(vii)	arising with respect to any Permitted Security Interest under this clause 9;
	(viii)	arising between Vast Parent and other Group Members in connection with the Group’s tax consolidation or GST grouping arrangements;
	(ix)	comprising a shareholder loan that is subordinated to the Promissory Note; or
	(x)	incurred for the purposes of refinancing any other Permitted Financial Indebtedness (provided that the refinanced amounts will constitute Permitted Financial Indebtedness under another paragraph of this clause 10(h) following that refinancing);
(i)	Advance or provide any money or make available any financial accommodation to or for the benefit of any person, except for:
	(i)	any intra-Group loans or other financial accommodation between Group Members arising in the course of cash pooling, net balance transfer or other like arrangements established for the purposes of management of the Group's treasury function;

page | 29

	(ii)	any financial accommodation between Vast Parent and other Group Members in connection with the Group’s tax consolidation or GST grouping arrangements; or
	(iii)	a loan or any other financial accommodation made by a Group Member to another Group Member;
(j)	Transfer its jurisdiction of incorporation, except to the United States;
(k)	Enter into any transaction with any person except on arm's length terms and for full market value;
(l)	Enter into any speculative hedging or derivative transactions;
(m)	Amend its constitution or other constituent documents in a manner that is prejudicial to the interests of the Purchaser;
(n)	Amend or vary or terminate any agreement, deed or other binding document where to do so has or would have a Material Adverse Effect;
(o)	Enter into, make or effect any acquisition, other than:
	(i)	any acquisition of assets, shares, ownership interests, participating interests, units, securities and other investments in, or capital contributions to, Group Member by any other Group Member;
	(ii)	the incorporation of a limited liability company which has not traded prior to the date of such acquisition or only has assets of a nominal value and which, on incorporation, becomes a Group Member; or
	(iii)	any acquisition in the ordinary course of business;
(p)	Permit or authorise or enable any person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, any moneys:
	(i)	to fund or facilitate any activities or business of, with, in or related to any person or any country subject to any sanctions anywhere in the world, or in any other manner, in each case as will or is reasonably likely to result in a violation of any such sanctions by any person; or
	(ii)	in any manner as will or is reasonably likely to result in a violation of any anti-bribery, anti-corruption and anti-money laundering laws by any person; or
(q)	Enter into any binding commitment or agreement to undertake, give effect to or implement anything prohibited or restricted under any of paragraphs (a) to (p) (inclusive) of this clause 9.

page | 30

11 General undertakings

Until there is no outstanding Due Amount under the Promissory Note, HoldCo shall (and must procure that each of its Subsidiaries shall):

(a) use and apply the proceeds of the Promissory Note solely to fund the development and commercialisation of (i) CSP Projects, (ii) CSP Technology and (iii) renewable fuels and other products produced as a result of the use of CSP Technology including substantial aviation fuel;

(b) do everything necessary to maintain its corporate existence;

(c) duly and promptly comply in all material respects with all laws binding on it, including all applicable laws relating to tax;

(d) ensure that the Promissory Note has the priority so intended by this Agreement and take all reasonable steps to ensure such priority is maintained;

(e) promptly file all tax returns, business activity statements and other tax filings required under any applicable law, in accordance with the requirements of the applicable laws where failure to do so has or would have a Material Adverse Effect;

(f) properly and appropriately preserve, maintain and protect its assets (including all Authorisations and all Intellectual Property Rights owned or held by or licensed or issued to the Group Members and the Business IPR) and other property;

(g) maintain policies and procedures reasonably designed to ensure compliance with sanctions and with the obligations under this Agreement and the Promissory Note; and

(h) promptly supply to the Purchaser full details of any claim, action, suit, proceedings or investigation made or brought or threatened against any of Vast Parent or a Group Member which, if adversely determined, might reasonably be expected to give rise to a liability for one or more Group Members in excess of A$5,000,000 (or its equivalent) in aggregate (either alone or together with other such adverse determinations);

(i) take all measures required to ensure compliance with all applicable anti-bribery, anti-corruption and anti-money laundering laws by each of the Company Parties and their Subsidiaries and each of the directors, officers, employees and agents of the Company Parties and their Subsidiaries; and

(j) comply in all respects with the terms of any agreement, deed or other binding document to which it is a party or under or in respect of which it is bound or has any obligations or liabilities where failure to do so has or would have a Material Adverse Effect.

12 Compliance

Clause 20 of the Development Agreement is set out in this Agreement mutatis mutandis.

13 Dispute Resolution

Clause 15 of the Development Agreement is set out in this Agreement mutatis mutandis.

page | 31

14 Further Assurances

Each of the parties shall execute and deliver such documents and other papers and take such further action as may be reasonably required or desirable to carry out the provisions of this Agreement and the transactions contemplated hereby and thereby. Each party must use reasonable efforts to fulfill or obtain the fulfillment of the conditions to the Closing as promptly as practicable.

15 Miscellaneous

15.1 Amendment

No provision of this Agreement may be amended, waived, discharged or terminated other than by a written instrument signed by HoldCo, Vast Parent and the Purchaser other than an amendment to Schedule 1 which with respect of the names of the entities only can be amended by Vast Parent providing written notice to the Purchaser in accordance with Schedule 1).

15.2 Notices

All notices and other communications required or permitted under this Agreement must be in writing and must be emailed or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand, messenger or courier service to the following addresses (or at such other current address for any party as such party must have specified by like notice):

(a) if to the Company Parties, to:

Vast Renewables Limited

Address: 226-230 Liverpool Street
Darlinghurst NSW 2010, Australia

Attention: Alec Waugh, General Counsel

Email: alec.waugh@vast.energy

with a copy (which must not constitute notice) to:

Haynes and Boone, LLP.

Address: 1221 McKinney St. #1400
Houston, Texas 77010

Attention: Arthur Cohen and Bruce Newsome

Email: arthur.cohen@haynesboone.com;
bruce.newsome@haynesboone.com; and

Gilbert + Tobin

Address: Level 35, Tower Two, International Towers Sydney, 200 Barangaroo Avenue, Barangaroo NSW 2000, Australia

Attention: David Josselsohn and Mary Brady

Email: DJosselsohn@gtlaw.com.au; MBrady@gtlaw.com.au

page | 32

(b) if to the Purchaser, to:

EDF Australia Pacific Pty Ltd

Address: Level 26, 530 Collins St, Melbourne VIC 3000

Attention: David Griffin

Email: David.griffin@edf.fr

with a copy (which must not constitute notice) to:

Ashurst Australia

Address: Level 11, 5 Martin Place, Sydney NSW 2000

Attention: Nigel Deed and Michael Dearden

Email: nigel.deed@ashurst.com;
michael.dearden.com;

All notices and other communications given to a party in accordance with the provisions of this Agreement must be in writing and will be deemed to have been given (i) when delivered by hand or email (with evidence of sent email), if received prior to 5:00 p.m. Australian Eastern Standard Time or Australian Eastern Daylight Time (as applicable) on a business day, otherwise on the next business day; (ii) one business day after the same are sent by a reliable overnight courier service, with acknowledgment of receipt requested and received; or (iii) if earlier, upon actual receipt by the party.

15.3 Costs and expenses

Each party must pay its own costs and expenses of negotiating, preparing, signing, delivering and registering this Agreement and any other agreement or document entered into or signed under this Agreement.

15.4 Counterparts

This Agreement may consist of a number of copies on identical terms, each signed by one or more parties to the Agreement.  If so, the signed copies are treated as making up the one document and the date on which the last counterpart is executed will be the date of the Agreement.

15.5 Governing law and jurisdiction

The laws of New South Wales govern this Agreement. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

15.6 Invalidity and severance

(a) If a provision of this Agreement or a right or remedy of a party under this Agreement is invalid or unenforceable in a particular jurisdiction:

(i) it is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and

page | 33

(ii) it does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.

(b) Any term of this Agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of this Agreement is not affected.

(c) This clause is not limited by any other provision of this Agreement in relation to severability, prohibition or enforceability.

15.7 Assignment, novation and other dealings

(a) A party must not assign or novate this Agreement or otherwise deal with the benefit of it or a right under it, or purport to do so, without the prior written consent of the other party.

(b) No variation of this Agreement is effective unless made in writing and signed by each parties.

15.8 Waiver

No waiver of a right or remedy under this Agreement is effective unless it is in writing and signed by the party granting it. It is only effective in the specific instance and for the specific purpose for which it is granted.

15.9 Survival and merger

(a) No term of this Agreement merges on completion of any transaction contemplated by this Agreement.

(b) Clauses 2.1, 13 and 15 survive termination or expiry of this Agreement together with any other term or clause which is expressed or by its nature is intended to do so.

15.10 Return of Escrow Funds

If the Transaction Closing does not occur within 5 Business Days of the Closing, Vast Parent shall promptly (but not later than 1 Business Day thereafter) return the Promissory Note Purchase Price to the Purchaser by wire transfer of US dollars in immediately available funds to the account specified by the Purchaser.

15.11 Entire agreement

(a) This Agreement is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.

(b) Each party represents and warrants that it has not relied on any representations or warranties about the subject matter of this Agreement except as expressly provided in this Agreement.

page | 34

Execution page

Executed as an agreement.
HoldCo
Executed by Vast Intermediate HoldCo Pty Ltd (ACN 671 982 666) in accordance with section 127 of the Corporations Act 2001 (Cth) by:
/s/ Craig Wood	/s/ Alec Waugh
Signature of director	Signature of director/secretary
Craig Wood	Alec Waugh
Name of director (print)	Name of director/secretary (print)
Vast Parent
Executed by Vast Renewables Limited (ACN 136 258 574) in accordance with section 127 of the Corporations Act 2001 (Cth) by:
/s/ Colin Richardson	/s/ Craig Wood
Signature of director	Signature of director/secretary
Colin Richardson	Craig Wood
Name of director (print)	Name of director/secretary (print)

[The remainder of this page is left blank intentionally]

[Execution blocks continue over the page]

Execution page – Note Purchase Agreement

Executed as an agreement (cont.).

Purchaser

Signed for EDF Australia Pacific Pty Ltd (ACN 664 931 079) by its duly authorised officer, in the presence of:
/s/ Trent Wedding	/s/ James Katsikas
Signature of witness	Signature of officer
Trent Wedding	James Katsikas
Name (print)	Name (print)

[The remainder of this page is left blank intentionally]

Execution page – Note Purchase Agreement

Schedule 1             Pre-Closing Restructure

1 Incorporate Vast Intermediate HoldCo Pty Ltd (ACN 671 982 666) (HoldCo) which will be solely owned by Vast Parent.

2 Incorporate Vast Australia HoldCo Pty Ltd (ACN 672 008 972) (Australian Projects HoldCo) which will be solely owned by HoldCo.

3 Transfer the shares in Vast Solar 1 Pty Ltd (Vast Solar 1) from Vast Parent to Australian Projects HoldCo.

4 Transfer the shares in NWQHPP Pty Ltd (Vast Solar 2) from Vast Parent to Australian Projects HoldCo.

5 Transfer the shares in Solar Methanol 1 Pty Ltd (Solar Methanol 1) from Vast Parent to Australian Projects HoldCo.

6 Incorporate Vast Renewables HoldCo Corp. (US HoldCo) which will be solely owned by Vast Parent.

7 Incorporate Vast Renewables Management Services LLC (US Services) which will be solely owned by US HoldCo.

8 Incorporate Vast US Projects HoldCo Corp. (US Projects HoldCo) which will be solely owned by HoldCo.

9 Incorporate El Paso ProjectCo LLC (El Paso ProjectCo) which will be solely owned by US Project HoldCo.

The parties acknowledge that as of the date of this agreement US Projects HoldCo and El Paso ProjectCo have not been incorporated and Vast Parent does not assure that the name of the entities will be as set out above. In the event that the names are not consistent with this Schedule 1, Vast Parent will provide written notice to the Purchaser.

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Schedule 2 Promissory Note

Vast Intermediate HoldCo Pty Ltd
(ACN 671 982 666)

_______________

PROMISSORY NOTE

US$[Promissory Note Purchase Price amount to be inserted] [●] 2023

For value received, Vast Intermediate HoldCo (ACN 671 982 666), an Australian proprietary company limited by shares, (HoldCo), hereby promises and undertakes to pay to the order of EDF Australia Pacific Pty Ltd (ACN 664 931 079), an Australian proprietary company limited by shares, (Holder), the principal amount of [Promissory Note Purchase Price amount to be inserted]. Interest accrues on the unpaid principal amount plus any interest capitalised (together the Outstanding Principal Amount) on this Promissory Note (this Note) in accordance with clause 3 below. This Note is being issued pursuant to the Note Purchase Agreement, dated 7 December 2023 (the Purchase Agreement), among HoldCo, Vast Parent and the Holder.

This Note is subject to the following terms and conditions:

1 Definitions

For purposes of this Note, the capitalised terms defined in this Note have the meaning given in this Note. Any other capitalised term used but not defined has the meaning given to that term in the Purchase Agreement.

2 Maturity

The Outstanding Principal Amount and any and all accrued (but unpaid) interest under this Note (together, the Due Amount) is due and payable by HoldCo to the Holder on the date that is 5 years from the date of the issuance of the Note (such date, the Maturity Date); provided, however, that the Maturity Date may be extended for a period of two years, at HoldCo’s option by written notice to the Holder. In case of such extension, the Due Amount (which for the avoidance of doubt, includes any and all accrued but unpaid interest accruing during the extension period) is due and payable by HoldCo to the Holder on the date that is 7 years from the date of the issuance of this Note, and that date will be the Maturity Date.

3 Interest

(a)	For the purposes of this clause 3 Interest Rate means, for an Interest Period, a rate equal to 3 percent per annum.
(b)	Interest accrues daily (on the basis of a 365 day year) on the daily balance of the Outstanding Principal Amount for each Interest Period at the Interest Rate.
(c)	On each Interest Capitalisation Date, all interest accrued in respect of this Note during the relevant Interest Period shall be capitalised and form part of the Due Amount and shall be payable at the Maturity Date.

Schedule 2 | page | 38

4 Use of Proceeds

(a) The proceeds of this Note must be used solely to fund the development and commercialisation of (i) CSP Projects, (ii) CSP Technology and (iii) renewable fuels and other products produced as a result of the use of CSP Technology including sustainable aviation fuel.

(b) This clause 4 is a material provision of this Note. The failure to remedy a breach of this clause 4 within the time period specified in clause 7(b) of this Note will be an Event of Default.

5 Exchange

(a) So long as the Exchange Condition has been met and subject to the all of the other terms and conditions of clause 8 of the Purchase Agreement (including without limitation the FIRB condition specified in clause 8(j)), the Holder may at its option elect to exchange all or any portion of the principal amount of the Note and the associated accrued interest on such principal amount then outstanding into Exchange Shares at the Exchange Price (as that price may be amended by clauses 8(d) and 9(c) of the Purchase Agreement) by giving an Exchange Notice to HoldCo (being a notice in the form or substantially in the form of Exhibit A attached hereto (the Exchange Notice), with any partial exchange being in an amount not less than US$2,000,000 (or, if the Due Amount on the Note is less than US$2,000,000, then in an amount equal to the then Due Amount).

(b) If the Holder is exchanging less than all of the principal amount and associated accrued interest represented by this Note, HoldCo shall promptly deliver to the Holder an Exchange Schedule (being a schedule in the form of Schedule 1 to Exhibit A attached hereto (the Exchange Schedule)) indicating the principal amount and associated accrued interest represented by this Note which has not been exchanged into Exchange Shares.

(c) The Holder may exercise its right to exchange all or any portion of the principal amount of the Note and the associated accrued interest on such principal amount then outstanding into Exchange Shares on multiple occasions until there is no principal amount of the Note or associated accrued interest on such principal amount then outstanding with any partial exchange being an amount not less than US$2,000,0000 (or, if the principal amount of and interest on the Promissory Note then outstanding is less than US$2,000,000, then in an amount equal to the then outstanding amount).

(d) The number of Exchange Shares issuable to the Holder upon any exchange hereunder shall be equal to that portion of the outstanding principal amount of the Note and associated accrued interest to be exchanged as identified by the Holder, divided by the Exchange Price on the date of exchange set out in the Exchange Notice given by the Holder (such date being the Exchange Date).

Schedule 2 | page | 39

(e) Upon and following the announcement of the entry of Vast Parent and/or its shareholders or securityholders into a CoC Agreement to implement a Change of Control (as defined in the Business Combination Agreement), at the election of the Holder, the full Due Amount is exchangeable into Exchange Shares to be issued to the Holder. The Holder will be entitled to make such election within a period of 30 days after the announcement of the entry into the CoC Agreement, after which time the Holder may only make such election if agreed in or permitted by or approved under the CoC Agreement and HoldCo must (and must procure that Vast Parent does) promptly use best endeavours and do all things necessary to enable the Holder to make such election. HoldCo must also procure that Vast Parent announces the entry of Vast Parent and/or its shareholders or securityholders into a CoC Agreement as soon as practicable after such entry and in accordance with all applicable laws and the rules and regulations of Vast Parent’s stock exchange.

(f) Subject to the occurrence of the circumstance when the Holder may not elect to exchange the Due Amount into Exchange Shares under clause 5(e) (and then only so subject to the extent that the Company Parties have complied with their obligations under clause 5(e) to enable the Holder to make such an election), where the Holder has issued an Exchange Notice:

(i) HoldCo must ensure that Vast Parent issues to the Holder, as soon as practicable after the Exchange Date (and in any event by the third Trading Day following the Exchange Date, or causes to be issued to the Holder by such date, a customary share certificate or holding statement (and causes the transfer agent to make a book-entry on the Exchange Date) for the Exchange Shares issuable upon such exchange.

(ii) HoldCo must ensure that that Vast Parent registers the Holder, or causes its transfer agent to enter the Holder, in Vast Parent's register of members as the holder of the Exchange Shares on and with effect on and from the Exchange Date. The Holder shall be deemed to have become the holder of record of such Exchange Shares as of such Exchange Date.

(iii) The Holder shall deliver the original Note to HoldCo in order to affect an exchange hereunder and, as applicable, HoldCo shall decrease the outstanding balance of the Note appropriately to properly account for the amount exchanged.

(iv) HoldCo must promptly ensure that an exchange of all or any portion of the principal amount of the Note and the associated accrued interest on such principal amount then outstanding into Exchange Shares occurs in accordance with the terms of this Note after the Holder gives an Exchange Notice (including ensuring that Vast Parent issues and delivers the relevant Exchange Shares and share certificates or holding statements to the Holder and causes the transfer agent to make a book-entry for the Exchange Shares and registers the Holder or causes the transfer agent to enter the Holder in Vast Parent's register of members as the holder of the Exchange Shares on and with effect on and from the Exchange Date).

(v) HoldCo's obligations to ensure the issue and delivery of Exchange Shares to the Holder upon an exchange of all or any portion of the principal amount of the Note and the associated accrued interest on such principal amount then outstanding in accordance with the terms hereof are absolute and unconditional subject to clause 8 of the Purchase Agreement, and apply irrespective of any action or inaction by the Holder to enforce same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person of any obligation to HoldCo or any other person or any violation or alleged violation of law by the Holder or any other person and irrespective of any other circumstance which might otherwise limit such obligation of HoldCo to the Holder in connection with the issuance and delivery of such Exchange Shares.

Schedule 2 | page | 40

(g) If Vast Parent, at any time while the Note is outstanding: (i) pays a dividend or otherwise makes a distribution on any class of capital stock or shares that is payable or to be satisfied in ordinary shares, (ii) subdivides outstanding ordinary shares into a larger number of ordinary shares, or (iii) combines outstanding ordinary shares into a smaller number of ordinary shares, or (iv) otherwise undertakes or implements or procures or permits to occur any other Reorganisation Event, then in each such case the Exchange Price shall be multiplied by a fraction of which the numerator shall be the number of ordinary shares outstanding immediately before such event and of which the denominator shall be the number of ordinary shares outstanding immediately after such event. Any adjustment made pursuant to sub-clause (i) of this clause 5(g) shall become effective immediately after the effective date of such dividend or distribution, and any adjustment pursuant to sub-clause (ii) or (iii) or (iv) of this clause 5(g) shall become effective immediately after the effective date of the subdivision or combination or other Reorganisation Event (as applicable).

(h) Upon the occurrence of each adjustment pursuant to this clause 5, HoldCo, at its expense, will promptly compute such adjustment in accordance with the terms hereof and prepare a certificate describing in reasonable detail such adjustment and the transactions giving rise thereto. Upon written request by the Holder, HoldCo will deliver a copy of each such certificate to the Holder.

(i) If during the period the Holder is eligible to exchange the Note, the Vast Parent (i) declares a dividend or other distribution of cash, securities or other property in respect of its ordinary shares, (ii) authorises or publicly approves, or enters into, any agreement contemplating or solicits shareholder approval for a Change of Control (as defined in the Business Combination Agreement) transaction or (iii) publicly authorises the voluntary dissolution, liquidation or winding up of the affairs of Vast Parent, then HoldCo shall deliver to Holder a notice describing the material terms and conditions of such transaction at least 20 calendar days prior to the applicable record or effective date on which a person would need to hold ordinary shares in order to participate in or vote with respect to such transaction, and HoldCo will promptly take all steps and do all things reasonably necessary in order to ensure that the Holder is able to exchange the Note into Exchange Shares prior to such time so as to participate in or vote with respect to such transaction.

(j) Vast Parent shall not be required to issue or cause to be issued fractional Exchange Shares. If any fraction of an Exchange Share would, except for the provisions of this clause 5, be issuable upon exchange of this Note, the number of Exchange Shares to be issued will be rounded up to the nearest whole share.

(k) On and from the date of the Purchase Agreement and until the Maturity Date:

(i) HoldCo undertakes to take, and undertakes to procure the Vast Parent to take, all actions need to maintain any Authorisations and to obtain any additional Authorisations and all other actions as may be required in order to enable the Exchange Shares to be issued to the Holder in accordance with the terms of the Purchase Agreement and this Note; and

Schedule 2 | page | 41

(vi) upon request by the Holder, HoldCo shall, and must procure that the Vast Parent shall, promptly provide such assistance and information, including providing documentation regarding existing levels of foreign shareholding in Vast Parent, as is reasonably necessary to enable the Holder to make a filing with the Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth) to facilitate the issue of Exchange Shares to the Holder and otherwise to obtain any Authorisations required in connection with the issue of Exchange Shares to the Holder.

6 Payment

(a) All cash payments under this Note must be made in US dollars (or, if requested by the Holder, in Euros at the Promissory Note Exchange Rate), at such place as the Holder may from time to time designate in writing to HoldCo. Other than as otherwise specified or provided for in the Purchase Agreement or this Note, no amount of the Due Amount is payable prior to the Maturity Date.

(b) If the Holder has not exercised its exchange rights under clause 8(h) of the Purchase Agreement and HoldCo or Vast Parent merges, combines or consolidates with any person, or liquidates, winds up or dissolves (or is liquidated, wound up or dissolved), or otherwise is subject to a Change of Control (as defined in the Business Combination Agreement and, where the relevant transaction(s) is/are in relation to HoldCo, on the basis that and as if HoldCo was the Company for the purposes of the definition of Change of Control in the Business Combination Agreement) in each case whether in a single transaction or in a series of related transactions, except with respect to HoldCo only for (i) any merger or consolidation between HoldCo, its parent or any of its Subsidiaries or (ii) any merger or consolidation where Vast Parent remains the direct or indirect owner of more than 50% of the voting securities of HoldCo and continues to Control the Group following such transaction where in each case HoldCo is the surviving entity of any such transaction to which it is a party, then, without limiting any other right or remedy the Holder may have under the Purchase Agreement, this Note or otherwise, the Holder or Vast Parent may elect (in the case of the Holder making such election, by written notice to HoldCo and, in the case of Vast Parent making such election, by written notice to the Holder and HoldCo) until the date that is 60 days thereafter that all obligations under this Note become immediately due and payable by HoldCo to the Holder, including payment in full by HoldCo to the Holder of all of the Due Amount, in which case all obligations under this Note (including payment in full by HoldCo to the Holder of all of the Due Amount) become immediately due and payable by HoldCo to the Holder upon such election.

Schedule 2 | page | 42

7 Event of Default

If an Event of Default (other than an Event of Default described under clause 7(d) below) occurs and is ongoing, the Holder may, by written notice to HoldCo, declare the Due Amount to be due and payable. Upon such declaration, the Due Amount shall be immediately due and payable. In the event of an Event of Default pursuant to clause 7(d) below, the Due Amount shall be automatically due and payable without any further action of the Holder. The occurrence of any one or more of the following shall constitute an Event of Default:

(a) HoldCo fails to pay the principal amount or other amounts due under this Note or, subject to clause 8(i) of the Purchase Agreement, fails to issue the Exchange Shares upon exchange of the Note (or upon exchange of all or any portion of the principal amount of and/or interest on this Note then outstanding), on the date the same becomes due and payable or the Exchange Shares are due to be issued (as applicable) under or in connection with the Purchase Agreement or this Note, unless:

(i) its failure to pay is directly caused by:

(A) administrative or technical error; or

(B) a Disruption Event;

(ii) it has used its best endeavours to avoid or minimise such error or Disruption Event and make such payment on the due date; and

(iii) payment in full is made or the Exchange Shares are issued within 5 Business Days of its due date or date of issuance, as applicable.

For the purposes of this paragraph (a), a Disruption Event means either or both of:

(i) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Note (or otherwise in order for the transactions contemplated by the Note to be carried out) which disruption is not caused by, and is beyond the control of, any of the parties or any of their related bodies corporate (as defined in the Corporations Act); or

(ii) the occurrence of any other event which results in a material disruption (of a technical or systems-related nature) to the treasury or payments operations of a party preventing that, or any other party:

(A) from performing its payment obligations under the Note; or

(B) from communicating with another party in accordance with the terms of the Note and which (in either case of paragraphs (A) and (B)) is not caused by, and is beyond the control of, the party (or any of its related bodies corporate (as defined in the Corporations Act)) whose operations are disrupted;

(b) a Company Party fails to comply with any material provision of this Note or the Purchase Agreement (other than a failure to pay the principal amount or other amounts due under this Note) or the Development Agreement, which failure the relevant Company Party has not remedied or otherwise cured to the Holder’s reasonable satisfaction within 20 Business Days of the earlier of the Holder’s written notice of such failure and a Company Party becoming aware of such failure to comply;

(c) Vast Parent or a Group Member:

(i) is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due;

(ii) suspends making payments on any of its debts;

Schedule 2 | page | 43

(iii) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding the Holder in its capacity as such) with a view to rescheduling any of its indebtedness; or

(iv) is otherwise at any time subject to any fact, matter, event or circumstance (or any fact, matter, event or circumstance is at any time in existence or subsisting) which would constitute a breach of any representation or warranty in any of clauses 3.1(h), 3.1(i), 3.1(j), 4.1(g), 4.1(h) or 4.1(i) of the Purchase Agreement if that fact, matter, event or circumstance was in existence or subsisting as at the time at which such representation or warranty is given under clause 3.1 or 4.1 of the Purchase Agreement;

(d) the Holder exercises its right or gives notice to terminate or withdraw from its obligations under the Development Agreement in accordance with its terms as a result of a material breach by a Company Party thereunder which material breach has not been cured within the time periods (if any) set forth in the Development Agreement (as applicable) to remedy such material breach;

(e) the Development Agreement has been terminated as a result of a breach by a Company Party thereunder;

(f) the Development Agreement has been terminated pursuant to its terms or a party exercises a right or gives notice to terminate or withdraw from its obligations under any such agreement in accordance with its terms;

(g) any Financial Indebtedness of any Group Member is (i) not paid when due within any applicable grace period or (ii) is declared to be or is otherwise capable of being declared as being due and payable prior to its specified maturity date as a result of an event of default or an event of termination (or equivalent, however described), and any applicable grace period or cure period (if any) has elapsed. No Event of Default will occur under this paragraph (g) if:

(i) the aggregate amount of Financial Indebtedness is less than US$5,000,000 (or its equivalent); or

(ii) such Financial Indebtedness is owed by one Group Member to another Group Member.

(h) Vast Parent or a Group Member ceasing to carry on, or disposing of, a substantial part of its business;

(i) any Security Interest or right of any third party is enforced, or becomes capable of being enforced, against an asset of Vast Parent or any Group Member that has a material adverse effect on the development of a project facility contemplated by the Development Agreement or otherwise has or would have a material adverse effect on HoldCo’s ability to repay the principal amount or other amounts due under this Note on the date the same becomes due and payable or on Vast Parent's ability to pay any amount due under the Parent Company Guarantee on the date the same becomes due and payable;

(j) a representation or warranty made or repeated by or on behalf of a Company Party under or in connection with the Purchase Agreement, or in a document provided under or in connection with the Purchase Agreement, is not true, accurate or complete or is otherwise misleading in a material respect, in each case, when made or repeated, which failure the relevant Company Party has not remedied or otherwise cured to the Holder’s reasonable satisfaction within 20 Business Days of the earlier of the Holder’s written notice of such failure and a Company Party becoming aware of such failure to comply;

Schedule 2 | page | 44

(k)	any material provision of this Note or the Purchase Agreement is or becomes void, voidable, illegal or unenforceable, any person becomes entitled to terminate, rescind or avoid any material provision of this Note or the Purchase Agreement, or the execution, delivery or performance of this Note or the Purchase Agreement breaches or results in a contravention of any applicable law;
(l)	a Government Agency compulsorily acquires or appropriates all or a material part of the business or the assets of Vast Parent or a Group Member or the shares in Vast Parent or any Group Member;
(m)	a judgement is obtained against Vast Parent or a Group Member for an amount exceeding US$5,000,000 in aggregate (or its foreign currency equivalent) and that judgement is not:
	(i)	satisfied or stayed within 15 Business Days of the date for payment; or
	(ii)	being contested by Vast Parent or the relevant Group Member (as applicable) in good faith;
(n)	HoldCo takes any action to reduce its capital, buy back any of its shares or make any of its shares capable of being called up only in certain circumstances (such as by passing a resolution or calling a meeting to consider such a resolution);
(o)	Vast Parent ceases to Control HoldCo;
(p)	Vast Parent or a Group Member is deregistered;
(q)	HoldCo ceases to have the lawful, valid and subsisting right and license to use any Intellectual Property Rights which are necessary for the conduct of its business or the proper development, undertaking and implementation of the CSP Projects or otherwise any Intellectual Property Rights which are necessary for the purposes of and to implement and give full effect to the Development Agreement or any of the transactions that they contemplate, or HoldCo does not or ceases to provide or make available any such Intellectual Property Rights to or for the CSP Projects or any of the entities undertaking, implementing or involved in the CSP Projects, or HoldCo does not or ceases to ensure that all relevant persons (including the Holder and each of the entities undertaking, implementing or involved in the CSP Projects) have the lawful, valid and subsisting right and license to use all such Intellectual Property Rights, in each case as and when and to the extent required for the proper development, undertaking and implementation of the CSP Projects or otherwise as required by or for the purposes of or to implement and give full effect to, and in accordance with, the Development Agreement or any of the transactions that they contemplate;
(r)	any Group Member infringes any right of any person in or wrongfully uses any Intellectual Property Rights, or is determined to infringe any right of any person in or wrongfully use any Intellectual Property Rights; or
(s)	all or a material part or a material provision of the Development Agreement is or becomes void, avoided, illegal, invalid or unenforceable or of limited force and effect.
(t)	any event analogous to the events contemplated in sub-clauses 7 (c), (i), (l) or (m) occurs in respect of any Subsidiary of Vast Parent that is not a Group Member that has or would have a material adverse effect on HoldCo’s ability to repay the principal amount or other amounts due under this Note on the date the same becomes due and payable or on Vast Parent's ability to pay any amount due under the Parent Company Guarantee on the date the same becomes due and payable.

Schedule 2 | page | 45

8 No Security

This Note is an unsecured obligation of HoldCo.

9 Parent Guarantee

The obligations of HoldCo under this Note are guaranteed by Vast Parent, pursuant to the Parent Company Guarantee.

10 Transferability

(a) Subject to clause 10(c), this Note, and the rights and obligations of the Holder hereunder, may not be assigned, novated or transferred by the Holder, without the prior written consent of HoldCo (which consent must not be unreasonably withheld, delayed or conditioned, and without limitation must be promptly provided by HoldCo where the assignee, novatee or transferee (as applicable) is of reasonable repute and financial standing).

(b) HoldCo shall keep a register (the Register) in which it maintains a list of each Holder and the principal amount and interest due to each Holder. No assignment shall be effective until recorded by HoldCo in the Register and HoldCo must promptly record in the Register any assignment permitted by or effected pursuant to this clause 10.

(c) The Holder may at any time by notice to HoldCo freely assign, novate or transfer its rights and obligations under this Note to any related body corporate (as defined in the Corporations Act) of the Holder. Upon notice to HoldCo of such assignment, novation or transfer, HoldCo must promptly register the assignment, novation or transfer (as applicable) in the Register.

11 Miscellaneous

Clause 14 of the Purchase Agreement is incorporated into the Note, mutatis mutandis.

12 Purchase Agreement

This Note is being issued pursuant to the Purchase Agreement and HoldCo and the Holder are each entitled to all of the relevant rights and benefits, and subject to all of the relevant limitations, relating to this Note as provided in the Purchase Agreement, which are hereby incorporated herein by reference as though set forth herein in their entirety.

Schedule 2 | page | 46

Executed as a deed.

Executed by Vast Intermediate HoldCo Pty Ltd (ACN 671 982 666) in accordance with section 127 of the Corporations Act 2001 (Cth) by:
Signature of director	Signature of director/secretary
Name of director (print)	Name of director/secretary (print)

[The remainder of this page is left blank intentionally]

[Execution blocks continue over the page]

Schedule 2 | page | 47

Executed as a deed (cont.).

Holder

Executed by EDF Australia Pacific Pty Ltd (ACN 664 931 079) in accordance with section 127 of the Corporations Act 2001 (Cth) by:
Signature of director	Signature of director/secretary
Name of director (print)	Name of director/secretary (print)

[The remainder of this page is left blank intentionally]

Schedule 2 | page | 48

EXHIBIT A

EXCHANGE NOTICE

(To be Executed by the Registered Holder
in order to exchange Notes)

The undersigned hereby elects to exchange the principal amount of the Note and the amount of accrued interest associated with such principal amount indicated below, into ordinary shares of Vast Renewables Limited (ACN 136 258 574), as of the date written below. All terms used in this notice shall have the meanings set forth in the Note.

Exchange calculations:
	Date to Effect Exchange
	Principal amount of Note outstanding prior to Exchange
	Principal amount of Note to be Exchanged
	Principal amount of Note remaining after Exchange
	Accrued Interest associated with principal amount of Note to be Exchanged
	DTC Account
	Number of Exchange Shares to be Issued
	Applicable Exchange Price
	Name of Holder

By:
	Name:
	Title:

Schedule 2 | page | 49

Schedule 1 to Exhibit A

VAST INTERMEDIATE HOLDCO PTY LTD
(ACN 671 982 666)

Promissory Notes

EXCHANGE SCHEDULE

This Exchange Schedule reflects exchanges made under the above referenced Notes.

Dated:

Date of Exchange Principal Amount of
Exchange Aggregate
Principal
Amount
Remaining
Subsequent to
Exchange Applicable Exchange Price

Schedule 2 | page | 50

EX-4.61

Exhibit 4.61 

 

Joint Development Agreement

EDF Australia Pacific Pty Ltd (EDF)
Vast Renewables Limited (Vast)

 

Contents Page

1	Defined terms and interpretation		5
	1.1	Defined terms	5
	1.2	Interpretation	12
	1.3	Headings	13
2	Term		13
3	Exclusivity		13
	3.1	CSP Project exclusivity	13
	3.2	Partnership in New Jurisdictions	14
	3.3	Exclusive supplier	15
4	Development Activities and Relationship of Parties		15
	4.1	Development Activities	15
	4.2	Relationship	15
	4.3	Party’s covenants	16
	4.4	Party warranties	16
	4.5	Limitation of liability	16
5	Phase 0 – Ideation		17
	5.1	Project origination	17
	5.2	Incorporation of Vast project entities	17
	5.3	Referral of projects	18
6	Phase 1 – Feasibility		18
	6.1	Conduct of Feasibility Study	18
	6.2	Determination of Feasibility Study	18
7	Phase 2 – Approved Projects		19
	7.1	Election of equity right for Approved Projects	19
	7.2	Joint Venture Agreement	19
8	Withdrawal and introduction of additional parties		21
	8.1	Withdrawing from CSP Projects	21
	8.2	Additional investors	21

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9	Steering Committee		21
	9.1	Establishment of Steering Committee	21
	9.2	Composition of Steering Committee	22
	9.3	Chairperson	22
	9.4	Secretary	22
	9.5	Meetings	23
	9.6	Notice of meetings	23
	9.7	Quorum	23
	9.8	Voting rights	24
	9.9	Decisions	24
	9.10	Advisers and Observers	24
	9.11	Authority of Representatives	24
	9.12	Resolution without meeting	25
	9.13	Minutes	25
	9.14	Sub-committees	25
	9.15	Costs and expenses	25
10	Project Budget and Schedule		26
	10.1	Project Budget and Schedule	26
	10.2	Allocation of costs	26
	10.3	Audit	26
11	Appointment of Project Manager		26
	11.1	Appointment	26
	11.2	Powers	27
	11.3	Removal and replacement	27
12	Project administration		28
	12.1	Project Team	28
	12.2	Access to site	28
	12.3	Accounting	28
	12.4	Reports	28

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	12.5	Project Policies	29
	12.6	Amendment process	29
13	Non-solicitation		29
14	Default and termination		30
	14.1	Event of Default	30
	14.2	Notices of default	30
	14.3	Suspensions of rights following an Event of Default	30
	14.4	Termination following an Event of Default	31
	14.5	Defaulting Party continues to be liable	31
	14.6	Effect of termination	32
15	Dispute Resolution		32
	15.1	Amicable settlement	32
	15.2	Arbitration	32
	15.3	Urgent interlocutory relief	32
	15.4	Costs	32
16	Transfers and Change of Control		33
	16.1	Restriction on Transfers	33
	16.2	Transfers to Related Bodies Corporate	33
	16.3	Change of Control	33
17	Intellectual property		33
	17.1	Background IP	33
	17.2	Developed Vast IP	34
	17.3	Development and creation of Intellectual Property must be notified	34
	17.4	Developed Common IP	34
	17.5	Licensing of CSP Technology and Background IP	34
	17.6	Warranty	35
	17.7	Product Development Agreement	35
18		Insurance	35
19		Confidentiality	35

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	19.1	Confidentiality obligation	35
	19.2	Exceptions	36
	19.3	Information Recipient’s obligations	36
	19.4	Media or public announcement	37
20	Compliance		37
	20.1	Definitions	37
	20.2	Representations and warranties	38
	20.3	Compliance Questionnaire	39
	20.4	Associated Person involvement	40
	20.5	Notification	40
	20.6	Audit, Right to terminate and suspension of the Agreement	40
	20.7	Suspension of the Agreement in the event Sanctions prevent any Parties from the execution	40
	20.8	Export control (when applicable)	41
21	Notices and other communications		42
	21.1	Service of notices	42
	21.2	Effective on receipt	42
22	General provisions		43
	22.1	Alterations	43
	22.2	Approvals and consents	43
	22.3	Costs	43
	22.4	Stamp duty	43
	22.5	Survival	43
	22.6	Counterparts	44
	22.7	No merger	44
	22.8	Entire agreement	44
	22.9	Further action	44
	22.10	Severability	44
	22.11	Waiver	44
	22.12	Payments	44
	22.13	Governing law and jurisdiction	44
	22.14	Ipso Facto Stay	44
	22.15	Remote conferencing	44
Execution page			45
Schedule 1 – Compliance Questionnaire			47

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Date:

Parties

1 EDF Australia Pacific Pty Ltd ABN 51 664 931 079 of Level 26, 530 Collins Street, Melbourne, VIC, 3000 (EDF)

2 Vast Renewables Limited ACN 136 258 574 of 226-230 Liverpool Street, Darlinghurst, NSW, 2010 (Vast)

Background

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.

B EDF is a subsidiary of Électricité de France S.A., an integrated global electric utility company that, inter alia, develops, builds and operates renewable power generation plants.

C Subject to the terms of this Agreement: (i) Vast and EDF will co-develop CSP Projects on an exclusive basis (ii) EDF will loan the USD equivalent of EUR10 million to a subsidiary of Vast to enable the development of Vast’s CSP technology and CSP projects in Australia and (iii) Vast will have the right to be the exclusive supplier of CSP Technology to all Potential Eligible Projects, Eligible Projects and Approved Projects.

D EDF acknowledges that the primary focus for Vast following closing is the development of VS1 and SM1. Any discussions that may be held with the EDF management teams for Other Jurisdictions must take into account the requirements of the VS1 and SM1 developments.

The parties agree

1 Defined terms and interpretation

1.1 Defined terms

In this document:

Agreement means this agreement.

Amendment Request has the meaning given in clause 12.6(a).

Approved Project means an Eligible Project that has been approved by the Parties in accordance with clause 6.2(d).

Aurora Project means VS1, SM1 and VS3.

Authorisations means all authorisations, leases, licences, permits, approvals, registrations and consents required by any Governmental Authority or under applicable law (including the Foreign Acquisitions and Takeovers Act 1975 (Cth)) for the conduct of the Development Activities (including Feasibility Study) or the development and operation of the CSP Projects (including the formation of, and equity investment into any Vast project entity).

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Background IP means, in respect of a Party, the Intellectual Property Rights which:

(a) were owned by, or licensed to, that Party before the Commencement Date which includes, in respect of Vast, the CSP Technology;

(b) are developed by that Party independently of this Agreement;

(c) are developed independently of, and otherwise without connection with, any part of the Developed Common IP and Developed Vast IP; or

(d) are derived, directly or indirectly, from the Intellectual Property Rights described in paragraphs (a), (b) or (c) of this definition,

in each case:

(e) as proven by tangible evidence; and

(f) excluding Developed Common IP, and Developed Vast IP.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales or Victoria.

Chairperson means the chairperson at meetings of the Steering Committee.

Change in Control means, in relation to any entity (the first mentioned entity):

(a) an entity that Controls the first mentioned entity ceases to Control that entity (other than if the Ultimate Holding Company of the first mentioned entity remains the same following the change), including where there is a change in the entity that Controls the first mentioned entity; or

(b) if the first mentioned entity is not Controlled, another entity acquires Control of the first mentioned entity,

but does not include:

(c) any transaction contemplated by the Noteholder Agreement or the Business Combination Agreement (as defined in the Noteholder Agreement);

(d) a Party (or any Related Body Corporate of a Party) becoming a listed entity on a National Stock Exchange; or

(e) any change in Control of a listed entity on a National Stock Exchange.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise.

Commencement Date means the Closing Date in the Noteholder Agreement.

Compliance Questionnaire means the questionnaire set out in Schedule 1 to this Agreement.

Confidential Information of a Party (Disclosing Party) includes:

(a) the nature and existence of any Feasibility Study and any CSP Project, including the discussions that have occurred prior to the date of this Agreement;

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(b) the nature and existence of this Agreement and the terms of this Agreement (and any other Project Agreements);

(c) all information that is developed by or for a Party pursuant to this Agreement (including any Feasibility Study); and

(d) all information disclosed by the Disclosing Party to the other Party under this Agreement or of which the other Party becomes aware, whether before or after the Commencement Date, except information:

(i) a Party creates (whether alone or jointly with any third person) independently of the Disclosing Party;

(ii) which was lawfully obtained by a Party before the Disclosing Party disclosed it to the Information Recipient;

(iii) which is received in good faith by a Party from a third party entitled to disclose it; or

(iv) is public knowledge (otherwise than as a result of a breach of confidentiality by a Party or any of its permitted disclosees).

Consequential Loss means loss of revenue, loss of production, loss of product, loss of contract or loss of profit, and any indirect, special or consequential loss or damage, howsoever arising and whether in an action in contract, tort (including negligence), in equity, product liability, under statute or any other basis.

Control has the meaning given to that term in section 50AA of the Corporations Act and Controlled has a corresponding meaning.

Corporations Act means the Corporations Act 2001 (Cth).

CSP means concentrated solar thermal power.

CSP Technology means the concentrated solar thermal power generation and storage technology developed by Vast.

CSP Projects means projects which are:

(a) standalone CSP projects;

(b) projects that are a hybrid between CSP and another form of renewable technology;

(c) green fuels projects for which CSP is part of the primary energy source; or

(d) process heat and desalination projects requiring CSP,

in each case in Australia subject to clause 3.1(b) and excluding any project where Vast supplies CSP Technology solely as an original equipment manufacturer for that project.

Decision to Proceed has the meaning given in clause 6.2(b).

Defaulting Party has the meaning given in clause 14.1.

Developed Common IP has the meaning given in clause 17.4(a) and excludes the Background IP and Developed Vast IP.

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Developed Vast IP has the meaning given in clause 17.2 and excludes the Background IP and Developed Common IP.

Development Activities has the meaning given in clause 4.1.

Direction has the meaning given in clause 19.2(a).

Dispute has the meaning given in clause 15.1.

Dispute Notice has the meaning given in clause 15.1.

Due Amount has the meaning given to that term in clause 2 of the Promissory Note.

Eligible Project means:

(a) VS1, VS3 and SM1;

(b) any CSP Project (other than VS1, VS3 and SM1) that the Steering Committee has determined is an is an Eligible Project under clause 6.1(a)(i); and

(c) any other renewables generation and storage projects, which are agreed by the parties in writing to be an Eligible Project.

Event of Default means any one or more of the events set out in clause 14.1.

Excluded Jurisdictions means the United States and Saudi Arabia.

Expiry Date means the later of:

(a) the date that is seven years after the Commencement Date; and

(b) the date the Parties enter into a Joint Venture Agreement with respect to an Approved Project with an expected nameplate capacity equal to or exceeding 200 MW, which may include a Joint Venture Agreement in respect of the Aurora Project when the aggregate nameplate capacity for the Aurora Project exceeds 200 MW,

(or such later date as the parties agree in writing).

Feasibility Study means a detailed study, as determined in respect of each proposed project, conducted by or on behalf of the Parties to assess and determine the commercial, technical and strategic feasibility and viability of developing a proposed project.

Financial Close means, in relation to a CSP Project where project finance is being used to develop the project:

(c) finance documents to fully fund the project (other than equity amounts being provided by the sponsors) have been entered into; and

(d) all conditions to the initial draw down of that financing have been satisfied or waived.

Good Electricity Industry Practice means the exercise of that degree of skill, diligence, prudence and foresight that reasonably would be expected from a significant proportion of operators of facilities in Australia for the generation, transmission or supply of electricity under conditions comparable to those applicable to the CSP Project consistent with applicable Authorisations, reliability, safety and environmental protection. The determination of comparable conditions is to take into account factors such as the relative size, duty, age and technological status of the CSP Project and the applicable Authorisations.

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Governmental Authority includes any governmental, semi-governmental, municipal or statutory authority, instrumentality, organisation, body or delegate (including any town planning or development authority, public utility, environmental, building, health, safety or other body or authority).

Gross Negligence means such reckless conduct in breach of a duty of care as demonstrates a conscious or reckless disregard for the harmful, foreseeable, proximate and avoidable consequences which result or may result from that conduct.

HoldCo means Vast Intermediate HoldCo Pty Ltd ACN 671 982 666.

Information Recipient has the meaning given in clause 19.1.

Initial Appraisal has the meaning given in clause 5.3(a).

Initial Period means a period of 6 months commencing from the Commencement Date.

Insolvency Event means:

(a) an administrator is appointed to a Party or action is taken to make that appointment;

(b) a Party commences to be wound up or ceases to carry on business;

(c) the appointment of a receiver, receiver and manager or other Controller (as defined in the Corporations Act) to the Party or any of its assets;

(d) a Party enters into a compromise or arrangement with its credits or a class of them;

(e) a Party is insolvent or is presumed to be insolvent under the Corporations Act;

(f) the suspension of payments, a moratorium of any indebtedness or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise other than a solvent reorganisation); or

(g) anything having a substantially similar effect to any of the above events occurs under the law of an applicable jurisdiction.

Intellectual Property Rights means all industrial and intellectual property rights recognised in any jurisdiction worldwide, whether protectable by statute, at common law or in equity, including:

(a) patents and patent applications, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, utility models and utility model applications, and industrial designs;

(b) trade marks, service marks, trade names, logos, actions in passing off, internet domain names, social media names, together with the goodwill connected with the use thereof and symbolised thereby;

(c) copyrights, including copyrights in computer software;

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(d) registrations and applications for registration of any of the foregoing under paragraphs (a)-(c) of this definition;

(e) trade secrets, know-how, methods, techniques, processes (including manufacturing processes), formulae, design or technical specifications, test results, testing methods, procedures, data, metadata, inventions, customer and business lists and other confidential and proprietary information; and

(f) the right to sue at law or in equity for all Claims or causes of action arising out of or related to any past, present or future infringement, misappropriation or violation of any of the foregoing, including the right to receive all proceeds and damages therefrom.

Interest Rate means a rate of interest per annum that is 2 percentage points higher than the corporate overdraft reference rate published for that day by the Commonwealth Bank of Australia ABN 123 123 124 or if that rate ceases to exist, another rate determined by the Steering Committee.

Ipso Facto Stay means any limitation on enforcement of rights or self-executing provisions in a contract, agreement or arrangement pursuant to sections 415D, 415F, 415FA, 434J, 434J, 434L, 434LA, 451E, 451G or 451GA of the Corporations Act.

Irremediable Default means a default in the observance or performance of a material obligation under this Agreement that cannot be remedied (including a breach of confidentiality) but does not include a default in the observance or performance of a material obligation within a time specified in this Agreement unless the obligation is incapable of being observed or performed after the end of the time specified.

Joint Venture Agreement means a joint venture agreement between the Parties for the ownership, development and operation of an Approved Project.

Joint Venture Activities has the meaning given in clause 7.2(a)(i).

JVA Effective Date has the meaning given in clause 7.2(b).

Nasdaq means the National Association of Securities Dealers Automated Quotations Stock Market.

National Stock Exchange means any national stock exchange in the United States of America, including the Nasdaq.

Note Event of Default means an ‘Event of Default’ as defined in clause 7 of the Promissory Note.

Noteholder Agreement means the agreement titled Note Purchase Agreement between HoldCo, Vast and EDF signed on or around the date of this Agreement.

Notice has the meaning given in clause 20.

Other Jurisdictions has the meaning given in clause 3.2(b).

Party means a party to this Agreement.

Personnel means in relation to a Party, that Party’s directors, officers, employees, agents, consultants, contractors and subcontractors.

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Potential Eligible Project means a project that the Parties reasonably consider in good faith has the potential to become an Eligible Project.

Project Agreements means this Agreement, and all other agreements or instruments entered into by or on behalf of the Parties in connection with the CSP Projects but does not include any Joint Venture Agreement.

Preliminary Appraisal has the meaning given in clause 5.1(b).

Project Budget and Schedule means the initial budget and schedule for the conduct of the Development Activities (including preparation of Feasibility Studies) on a project by project basis as decided by the Steering Committee, including without limitation all Study Expenses.

Project Confirmation Notice has the meaning given to it in clause 6.2(c)(i).

Project Rejection Notice means a written notice provided by a Party confirming their rejection of a CSP Project to the other Party.

Project Manager means the person appointed under 9.1, or any replacement appointed under clause 9.3.

Project Policies means the policies for the conduct of each Feasibility Study as agreed by the Parties from time to time.

Project Team has the meaning given in clause 12.1.

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).

Promissory Note has the meaning given to that term in clause 1 of the Noteholder Agreement.

Representative means a person for the time being appointed by a Party as its representative on the Steering Committee and includes any alternate of that person appointed under the Steering Committee Charter.

SM1 means a 7,500 tonnes per annum solar methanol facility located in Port Augusta, South Australia. VS1 will be the primary energy source, providing heat and electricity for the methanol synthesis process.

Stanwell means Stanwell Corporation Limited (ABN 32 078 848 674).

Stanwell JDA has the meaning given in clause 3.1(b).

Steering Committee means the committee established under clause 9 to represent the Parties in relation to the Development Activities (including all Feasibility Studies) and this Agreement.

Steering Committee Charter means a charter for the Steering Committee which sets out the principles for the conduct of the Steering Committee.

Study Expenses means all capital and operating costs, charges, expenses, fees, Taxes (other than income or capital gains taxes) and other payments and expenditures of and incidental to the conduct of a Feasibility Study set out in the Project Budget and Schedule.

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Taxes means taxes, levies, deductions and duties, including fines, penalties and interest on any of them.

Term has the meaning given in clause 2.

Third Party means a bona fide third party other than the Parties or a Related Body Corporate of those parties.

Transfer, of a proprietary or non-proprietary matter, interest or thing means to sell, assign, transfer, convey or otherwise dispose of the proprietary or non-proprietary matter, interest or thing.

Ultimate Holding Company has the meaning given to that term in section 9 of the Corporations Act.

VS1 means a 30MW CSP facility with eight hours of thermal storage located in Port Augusta, South Australia.

VS3 means a 150MW CSP facility with 12-18 hours of thermal storage located in Port Augusta, South Australia.

1.2 Interpretation

In this document unless the contrary intention appears:

(a) the singular includes the plural and vice versa, and a gender includes other genders;

(b) another grammatical form of a defined word or expression has a corresponding meaning;

(c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Agreement, and a reference to this Agreement includes any schedule or annexure;

(d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

(e) a reference to A$, $A, dollar or $ is to Australian currency;

(f) a reference to time is to Sydney, New South Wales, Australia time;

(g) a reference to a party is to a party to this Agreement, and a reference to a party to a document includes the party’s executors, administrators, successors and permitted assigns and substitutes;

(h) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(i) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(j) a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;

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(k) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(l) references to the words "includes“, "include" and "including" means "including, but not limited to”;

(m) any agreement, representation, warranty or indemnity in favour of two or more Parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

(n) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Agreement or any part of it; and

(o) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

1.3 Headings

Headings are for ease of reference only and do not affect interpretation.

2 Term

(a) This Agreement commences on the Commencement Date and terminates on the earliest of:

(i) the Expiry Date;

(ii) the date this Agreement is terminated in accordance with clause 14.4; or

(iii) the date the Parties agree in writing to terminate this Agreement,

(Term).

(b) Either Party may, no later than 60 days prior to the Expiry Date, request in writing an extension to the Term, such request to be considered by the other Party in good faith.

(c) If the Parties agree to extend the Term, then the Expiry Date shall be extended by the relevant period and the Parties shall make any other amendments to this Agreement reasonably necessary to accommodate the extended Term.

3 Exclusivity

3.1 CSP Project exclusivity

(a) Neither Party may (and must procure that, in the case of Vast, their Related Bodies Corporate do not and, in the case of EDF, their wholly owned subsidiaries do not) develop or participate in (including by way of equity purchase) a CSP Project or give any opportunity to develop or participate in (including by way of equity purchase) a CSP Project to a Third Party, otherwise than in accordance with this Agreement including clauses 3.1(b) and 8; provided, however, clause 3 shall no longer be in effect if a Note Event of Default has occurred and EDF provides a written notice to HoldCo, declaring the Due Amount to be due and payable pursuant to clause 7 of the Promissory Note.

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(b) The parties acknowledge and agree that Stanwell has prevailing rights to participate in potential projects which involve the development, operation or supply of concentrated solar thermal power generation and storage in Queensland under the Joint Development Agreement between Stanwell and Vast dated 12 February 2021 (Stanwell JDA). Vast must notify EDF of any potential projects, leads or opportunities being pursued under the Stanwell JDA and must use reasonable endeavours to accommodate EDF in any discussions with Stanwell in respect of EDF's potential participation in respect of those projects, leads or opportunities.

(c) To avoid doubt:

(i) subject to clause 3.2, the exclusivity described in this clause 3 applies in respect of CSP Projects in Australia; and

(ii) this Agreement does not prevent either party from engaging in and receiving the full benefit of:

(A) any activity outside a CSP Project; or

(B) a CSP Project in respect of which the other Party has issued a Project Rejection Notice.

3.2 Partnership in New Jurisdictions

(a) The Parties acknowledge and agree that the loan from EDF referred to in paragraph C of the Background is in respect of the development of CSP Technology and CSP Projects in Australia only.

(b) During the Initial Period, EDF will have the right to introduce Vast to the EDF management teams of other jurisdictions in which EDF operates (Other Jurisdictions). The purpose of these introductions will be to allow the EDF management teams in Other Jurisdictions to determine their interest in developing projects with Vast utilising CSP Technology in the Other Jurisdictions.

(c) If during the Initial Period the EDF management team in an Other Jurisdiction (other than an Excluded Jurisdiction) determines that it wishes to develop projects with Vast utilising CSP Technology in the Other Jurisdiction, then EDF may, by written notice to Vast and at EDF's sole discretion, require Vast to extend the exclusivity set out in clause 3.1(a) to the Other Jurisdiction, subject to:

(i) the EDF management team of the Other Jurisdiction and Vast agreeing an appropriate equity investment in Vast (or a Related Body Corporate of Vast) taking into account the development expenditure required to develop projects with Vast utilising CSP Technology in the Other Jurisdiction); and

(ii) the parties agreeing to document the terms of the exclusivity for the Other Jurisdiction on substantially identical terms to those contained in clause 3 of this Agreement and having regard to the terms of the Noteholder Agreement and the Guarantee (as relevant).

(d) For the avoidance of doubt and notwithstanding anything to the contrary, if Vast and EDF are unable to agree on the terms of a new investment, either party, in its sole discretion, may discontinue discussions in respect of the Other Jurisdiction.

(e) Vast agrees that, to the extent it considers developing projects utilising CSP Technology with third parties in the Excluded Jurisdictions, then Vast will, except where it is prevented from doing so by an obligation, notify EDF and commence discussions with EDF in respect of the relevant project.

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3.3 Exclusive supplier

The Parties acknowledge and agree that Vast will be the exclusive supplier of CSP Technology to all Potential Eligible Projects, Eligible Projects and Approved Projects.

4 Development Activities and Relationship of Parties

4.1 Development Activities

(a) EDF and Vast will collaborate on all Development Activities to the extent set out in this Agreement.

(b) The Parties will:

(i) jointly carry out the activities contemplated by this Agreement in accordance with:

(A) this Agreement;

(B) Good Electricity Industry Practice;

(C) the Project Policies; and

(D) all applicable Authorisations, laws, regulations, orders and rules,

and does not include any activities to develop an Approved Project after a Joint Venture Agreement has been entered into in respect of that Approved Project (Development Activities);

(ii) subject to the rest of this Agreement, jointly make available resources, including:

(A) funds towards a Project Budget and Schedule; and

(B) staff to carry out the Development Activities;

(iii) act through the Steering Committee, the Project Manager, the Project Team, and the Parties’ respective Personnel; and

(iv) use all reasonable endeavours and act in good faith to progress projects expeditiously and in accordance with this Agreement.

4.2 Relationship

The Parties agree that:

(a) the rights, duties, obligations and liabilities of the Parties in every case (including in respect of the Development Activities) are several and not joint nor joint and several;

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(b) except where this Agreement expressly states otherwise:

(i) nothing in this Agreement creates an association, joint venture, relationship of employment, trust, agency or partnership between the Parties; and

(ii) a Party does not have any authority to act for, or to create or assume any responsibility or obligation on behalf of, any other Party; and

(c) no Party shall be under any fiduciary or other duty to the other Party, including any duty which would prevent it from engaging in or enjoying the benefits of any competing endeavours, subject to the express provisions of this Agreement.

4.3 Party’s covenants

Each Party covenants and agrees with each other Party:

(a) that it has capacity unconditionally to execute and deliver and comply with its obligations under this Agreement;

(b) that this Agreement constitutes valid and legally binding obligations on it and is enforceable against it by any other party in accordance with its terms;

(c) to diligently observe and perform its obligations and commitments in respect of the Development Activities (including Feasibility Studies) and under this Agreement;

(d) not to engage (whether alone or in association with others) in any Development Activities (including Feasibility Studies) in respect of CSP Projects except as provided or authorised by this Agreement;

(e) not to do or permit to be done anything by which any of the Authorisations might be rendered liable to be cancelled, forfeited, revised, not issued, not renewed or not extended; and

(f) to act in good faith towards each other in carrying out the Development Activities (including Feasibility Studies).

4.4 Party warranties

Each Party warrants, at the date of this Agreement, that:

(a) it has obtained all necessary Authorisations for its participation in the Development Activities (including Feasibility Studies) including from all relevant government or statutory authorities whether located in Australia or elsewhere; and

(b) by executing this Agreement it will not breach the terms of any approval, licence, its constituent documents or other agreement to which it is a party.

4.5 Limitation of liability

Notwithstanding any other provision of this Agreement, except in the case of fraud, wilful misconduct or Gross Negligence:

(a) a Party will not be liable for any Consequential Loss suffered by the other Parties as a result of the first Party’s breach; and

(b) a Party’s liability under this Agreement is capped at the higher of:

(i) 50% of the development expenses incurred at the time of the Party’s breach, negligence or relevant act or omission; and

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(ii) the amount actually recovered by the Party under insurance policies maintained by the Party in accordance with the agreement up to the limit of indemnity under such policies, or the amount that would have been recoverable under any insurance policies required to be maintained by the Party under this Agreement but for:

(A) a failure of the Party to effect and maintain insurance or submit a claim and take reasonable steps to pursue such claim once it had been submitted;

(B) a breach by the Party of the terms of the relevant insurance policy; or

(C) an insurer relying on clause 4.5(a) to avoid or reduce its liability under such policies.

5 Phase 0 – Ideation

5.1 Project origination

Subject to any applicable confidentiality arrangements, the Parties agree to:

(a) deliver genuine leads or enquiries to each other in a timely manner in respect of any Potential Eligible Project;

(b) provide to each other all information reasonably necessary to allow either Party to make a preliminary appraisal of the Potential Eligible Projects, including whether such projects compete or have the potential to compete against:

(i) an Eligible Project;

(ii) an Approved Project;

(iii) a project that is being developed solely by a Party after a Project Rejection Notice has been issued by the other Party; or

(iv) any other project being developed by a Party that the other Party has knowledge of,

(Preliminary Appraisal); and

(c) work with each other on project tenders.

5.2 Incorporation of Vast project entities

From time to time Vast may incorporate an entity in relation to a Potential Eligible Project. To the extent permitted by applicable law, such entities must have regard to directions from the Steering Committee in respect of their general activities and expenditure. Until the JVA Effective Date, Vast must procure that any vehicle so established must:

(a) unless EDF has provided its prior written consent (not to be unreasonably withheld or delayed):

(i) only undertake activities that Vast reasonably considers is necessary or desirable to progress the proper development of a Potential Eligible Project; and

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(ii) not raise any debt or equity funding from any entity other than Vast or one of its Related Bodies Corporate;

(b) not incur any liabilities of any kind in excess of an amount determined by the Steering Committee; and

(c) not raise any debt or equity funding from Vast or any of its Related Bodies Corporate exceeding an amount determined by the Steering Committee.

5.3 Referral of projects

(a) Either Party may, after undertaking a Preliminary Appraisal and being satisfied as to the result, refer a Potential Eligible Project to the Steering Committee for initial appraisal for joint development as an Eligible Project (Initial Appraisal).

(b) The Parties must provide the Steering Committee with sufficient information to carry out the Initial Appraisal, including:

(i) a Project Budget and Schedule;

(ii) organisation chart; and

(iii) determination of what will constitute an appropriate Feasibility Study,

for the Potential Eligible Project.

6 Phase 1 – Feasibility

6.1 Conduct of Feasibility Study

(a) If, following an Initial Appraisal, the Steering Committee determines that the project should proceed, then:

(i) the project shall be an Eligible Project for the purposes of this Agreement; and

(ii) the Parties agree to undertake a Feasibility Study for their joint benefit for the purpose of assessing the development of the Eligible Project.

(b) The Feasibility Study must be completed in sufficient detail to allow each Party to determine whether it is able proceed to a final investment decision in respect of the Eligible Project.

6.2 Determination of Feasibility Study

(a) The Project Manager must provide copies of a completed Feasibility Study to the Steering Committee at the earliest opportunity following its completion.

(b) The Steering Committee must within 60 Business Days of receipt of a Feasibility Study determine whether each Party should seek a final investment decision to proceed in respect of the relevant Eligible Project in accordance with its corporate requirements (Decision to Proceed).

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(c) Within 60 Business Days after the Steering Committee determination referred to in clause 6.2(b) (or such later date agreed by the parties), each Party must issue:

(i) a written notice to, confirming they have obtained corporate approval in respect of a Decision to Proceed to the other Party (Project Confirmation Notice); or

(ii) a Project Rejection Notice.

(d) If both Parties have issued Project Confirmation Notices, the Eligible Project will become an Approved Project (Approved Project).

7 Phase 2 – Approved Projects

7.1 Election of equity right for Approved Projects

(a) Development of, and investment in, each Approved Project will occur through a standalone entity incorporated in connection with and for the purposes of the relevant CSP Project, which will be governed by an agreed template form Joint Venture Agreement.

(b) Within 14 Business Days of both parties issuing Project Confirmation Notices, EDF must by written notice to Vast elect an amount in respect of its equity contribution, of:

(i) subject to clause 7.1(b)(ii), up to 75% for an Approved Project; and

(ii) up to 75% in respect of VS1, VS3, and SM1 in aggregate,

and the balance of the equity contribution not taken by EDF for an Approved Project will be allocated to Vast.

7.2 Joint Venture Agreement

(a) The Parties must promptly (and in any case within 60 Business Days) following issue of the Project Confirmation Notices, and subject to obtaining all internal approvals and applicable Authorisations, enter into a Joint Venture Agreement which sets out:

(i) the development activities for the Approved Project, including:

(A) development of a financial model and business case;

(B) detailed design and optimisation of the site for the Approved Project;

(C) environmental investigations and identification of required environmental and planning authorisations;

(D) negotiation and, if appropriate, execution of: project agreements required to carry out the Approved Project on terms that are consistent with market standard and bankable, having regard to prevailing market and lender conditions, including: (i) agreements for land rights in respect of any sites required to develop the Approved Project (including real estate contracts, if applicable), (ii) construction and supply agreements, operation and maintenance contracts, and (iii) a connection agreement (or appropriate connection offer);

(E) negotiation and, if appropriate, execution of funding agreements (or obtaining of appropriate funding offer) for the Approved Project which, at a minimum, must provide for payment of development expenditure to the Parties in the proportions agreed at Financial Close;

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(F) preparation of legal, technical, tax or accounting due diligence reports required by financiers or government funding bodies (amongst others); and

(G) any other activities required to take the Approved Project to “shovel ready” stage where Financial Close can take place,

(Joint Venture Activities);

(ii) an initial budget and process for amending the budget required for the completion of the Joint Venture Activities;

(iii) the debt and/or equity funding commitments of each Party for all or part of the expected development costs for the Approved Project which, at a minimum, must provide for payment of development expenditure by the Parties in the proportions agreed in clause 10.2 at Financial Close; and

(iv) the process for raising further debt and/or equity funding for the Approved Project;

(v) the rights of each Party to transfer its interests in the Approved Project, including any pre-emptive rights, drag rights, tag rights or liquidity rights;

(vi) the governance rights of each Party in respect of the Approved Project, including board appointment rights and board and securityholder voting rights;

(vii) any negative covenants, events of default or termination rights of each Party, together with the consequence of breaching or triggering any such rights;

(viii) the milestones necessary to achieve Financial Close; and

(ix) for the period ending one year after commencement of commercial operations for the Approved Project:

(A) an obligation that either party retains at least 25% equity in the relevant Approved Project; and

(B) a right for either Party to reduce its equity in the relevant Approved Project to 25% without the written consent of the other party (subject to the incoming equity investor being financially and technically capable of carrying out the obligations of the Party reducing its equity).

(b) The Parties agree that, on and from the effective date of the Joint Venture Agreement (JVA Effective Date):

(i) this Agreement shall no longer apply to the Approved Project;

(ii) no Party will have any rights, obligations or liabilities under or in connection with this Agreement (insofar as it relates to the Approved Project) other than any accrued rights or obligations of the Parties up to the JVA Effective Date; and

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(iii) this Agreement (insofar as it relates to the Approved Project) is superseded by the JVA.

8 Withdrawal and introduction of additional parties

8.1 Withdrawing from CSP Projects

(a) Any Party may withdraw from a Potential Eligible Project, an Eligible Project, or an Approved Project at any point prior to the execution of a Joint Venture Agreement by issuing a Project Rejection Notice.

(b) If a Party delivers a Project Rejection Notice (Withdrawing Party), then:

(i) except for the rights in clause 3.3, the Withdrawing Party’s rights in relation to the withdrawn project under this Agreement, and any other Project Agreements related to that specific project will immediately come to an end;

(ii) the remaining Party may develop and control the development of the withdrawn project;

(iii) subject to any lender conditions or restrictions, the remaining Party must use reasonable efforts to repay the Withdrawing Party’s proportion of the development costs that have not already been paid, out of loan proceeds received upon Financial Close on a pro rata basis; and

(iv) if the remaining Party is unable to repay the Withdrawing Party under clause 8.1(b)(iii), the Withdrawing Party’s proportion of development costs will be treated as unsecured subordinated debt to be repaid as soon as reasonably practicable.

8.2 Additional investors

Parties agree to consider in good faith any request by the other Party to introduce an additional investor into any Eligible Project or Approved Project at any time.

9 Steering Committee

9.1 Establishment of Steering Committee

(a) The Parties agree to establish a Steering Committee to oversee and govern the carrying out of Development Activities (including Feasibility Studies), which will be formed and conducted in accordance with this clause 9. To avoid doubt, the Steering Committee will not oversee or govern any activities relating to an Approved Project after the execution of a Joint Venture Agreement in respect of that Approved Project.

(b) In respect of each Feasibility Study, the Steering Committee is empowered to make all decisions in relation to matters within the scope of the Feasibility Study, other than:

(i) matters expressly reserved by this Agreement for the Parties’ determination, decision, approval or consent;

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(ii) matters which have been expressly delegated in accordance with this Agreement to a Party, the Chairperson, or the Representatives of each Party.

(c) The Steering Committee must determine and maintain the Steering Committee Charter, provided that, to the extent of any inconsistency between the Steering Committee Charter and this Agreement, this Agreement prevails.

9.2 Composition of Steering Committee

(a) Each Party will be entitled to appoint two Representatives on the Steering Committee.

(b) Each Party may also appoint an alternate for each of its Representatives who will be entitled to attend and vote at meetings of the Steering Committee in which the relevant Representative does not participate.

(c) Each Party will appoint its Representatives and alternates (if any) by notice in writing to the other Party.

(d) A Party may replace any of its Representatives or alternates, or revoke any such appointment, at any time by giving not less than five Business Days’ notice in writing to the other Party.

(e) The Project Manager will attend all meetings of the Steering Committee but is not, unless a Representative, entitled to vote.

9.3 Chairperson

(a) The Chairperson will initially be appointed by EDF, with responsibility for appointing the Chairperson to alternate between Parties prior to each subsequent meeting.

(b) The Chairperson will be responsible for:

(i) scheduling and preparing the agenda for Steering Committee meetings; and

(ii) the management of the Steering Committee, in accordance with this Agreement.

(c) The Chairperson will not have a casting vote.

(d) If at any meeting of the Steering Committee the Chairperson will not be present at the time appointed for holding the meeting, the Chairperson may appoint a replacement Chairperson.

(e) If at any meeting of the Steering Committee the Chairperson is not present at the time appointed for holding the meeting, the Representatives present may choose one of those Representatives to preside at that meeting.

9.4 Secretary

(a) The Representatives will appoint a person, who may, but need not be, a Representative, to act as secretary of the Steering Committee.

(b) The secretary will attend all meetings of the Steering Committee but is not, unless a Representative, entitled to vote.

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(c) The Representatives may remove the secretary from office and appoint a replacement.

9.5 Meetings

(a) Meetings of the Steering Committee will (unless otherwise agreed by the Steering Committee):

(i) be held virtually or at such other place as the Steering Committee may from time to time determine; and

(ii) monthly or at such other intervals as required by this Agreement or as the Steering Committee may determine.

(b) In addition, the Project Manager may at any time, and must within five (5) Business Days of being requested to do so by a Party, convene a meeting of the Steering Committee. Any request by a Party for a meeting to be convened must set out the matters to be considered at the meeting.

(c) Meetings of the Steering Committee may be held in person or by telephone, video conference or other means of instantaneous communication.

(d) Each Party will ensure its Representatives convene and attend meetings expeditiously to ensure the continuity of any Feasibility Studies.

9.6 Notice of meetings

(a) Except as otherwise expressly stated otherwise in this Agreement, the Project Manager will give to each Party at least ten (10) Business Days’ notice of each meeting of the Steering Committee (or at least two (2) Business Days’ notice for a reconvened meeting), which notice must outline the business to be conducted at the meeting. Such notice will not be required where the Representatives of each Party agree to waive notice of the meeting.

(b) Each Party may give a notice to the Project Manager and each other Party at least five (5) Business Days prior to the meeting to include any additional items of business to be conducted at the meeting.

(c) Business not mentioned in a notice of meeting will not be dealt with at the meeting unless all Representatives (not just those present at the meeting) unanimously agree.

9.7 Quorum

(a) The quorum for a meeting of the Steering Committee will be at least one Representative of each Party entitled to vote.

(b) If a quorum is not present within one hour after the time appointed for the meeting:

(i) the meeting will stand adjourned to the same hour on the next Business Day at the same venue; and

(ii) the Project Manager will endeavour to contact the Representatives who were not present at the first meeting to advise them of the adjourned meeting.

(c) The quorum at an adjourned meeting will be those Representatives present at the adjourned meeting.

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9.8 Voting rights

(a) Each Representative of a Party will be entitled to one vote.

(b) Any one Representative appointed by a Party shall be entitled to cast all votes of the Representatives appointed by such Party.

(c) A Representative may attend and vote on a matter at a meeting of the Steering Committee notwithstanding there is a conflict of interest in respect of that matter with the Party appointing that Representative. However, at the start of the relevant meeting before the vote is taken, the existence of this conflict of interest must be declared if not already known by the other Party.

(d) A Representative who decides (at their election) to withdraw from a meeting of the Steering Committee due to a conflict of interest will be treated as not being entitled to vote at that meeting and such withdrawal will not result in the meeting lacking quorum.

9.9 Decisions

(a) Subject to clause 12.6, all decisions of the Steering Committee must be made by a simple majority vote.

(b) If, in relation to any decision regarding:

(i) the removal and appointment of the Project Manager; or

(ii) the satisfaction of a Funding Milestone,

the Steering Committee fails, at two consecutive Steering Committee meetings, to pass any proposed resolution, either Party may refer the matter to dispute resolution in accordance with clause 15.

9.10 Advisers and Observers

A Party may arrange (at its own expense) for consultants or other technical personnel (Advisers) and up to two other persons (Observers) to be present at meetings of the Steering Committee to assist its Representatives, or in the case of the Observers to observe but not participate in the meeting, provided that:

(a) the Party must ensure that each Adviser and Observer is under a duty of confidentiality in relation to all information and materials to which the Adviser or Observer gains access as a consequence of the Adviser or Observer being present at a meeting of the Steering Committee; and

(b) a Party must inform the other Party of its intention to have an Adviser or Observer attend a meeting of the Steering Committee on behalf of the Party at least two (2) Business Days before the meeting (and such notice must include the name and origin of each Adviser and Observer).

9.11 Authority of Representatives

Each Representative will have full power and authority to represent the Party who appointed the Representative in all matters within the powers of the Steering Committee and all acts done by the Representative under this authority will be deemed to be the act of the Party who appointed the Representative.

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9.12 Resolution without meeting

(a) A resolution of the Steering Committee which is signed by all Representatives of each Party (Circular Resolution) will be as valid and effective as if it had been passed at a meeting of the Steering Committee properly convened and held.

(b) A Circular Resolution may consist of one or more documents in identical terms, signed by a Representative of each Party.

9.13 Minutes

(a) The secretary of the Steering Committee must arrange for minutes of each Steering Committee meeting and each sub-committee meeting to be taken.

(b) A copy of the minutes of each Steering Committee meeting and each sub-committee meeting must be given by the Project Manager to each Party as soon as practicable, but no later than 5 Business Days after each meeting.

(c) If a Party wishes to make any comments in respect of the minutes, it must do so within 10 Business Days after receiving the minutes by providing a notice to the Project Manager.

(d) The minutes of a Steering Committee meeting or subcommittee meeting, respectively, will be considered and approved (with or without amendments) at the next meeting of the Steering Committee or relevant sub-committee (as applicable), and are to be signed by the Chairperson of the relevant Steering Committee meeting or the chairperson of the relevant sub-committee meeting, and are then conclusive evidence of the proceedings and decisions of the meeting to which they relate.

9.14 Sub-committees

(a) The Steering Committee may establish one or more sub-committees to consider and make recommendations (or, if the Steering Committee unanimously and expressly confers such a power, decisions) on such matters as the Steering Committee may from time to time refer to any such subcommittee.

(b) Each Party will be entitled, but will not be obliged, to be represented on each sub-committee.

(c) The Party who has nominated the Chairperson of the Steering Committee will appoint the chairperson of any sub-committee.

(d) Recommendations and (where applicable) decisions of any sub-committee of the Steering Committee must be by unanimous vote. If unanimity cannot be achieved on any matter, such inability and the reasons for that will be reported to the Steering Committee.

9.15 Costs and expenses

Costs and expenses incurred by the Parties relating to the attendance of their respective Representatives at Steering Committee meetings will, unless otherwise agreed, be borne by each respective Party.

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10 Project Budget and Schedule

10.1 Project Budget and Schedule

The Parties agree that the Development Activities (including Feasibility Studies) will be conducted in accordance with the Project Budget and Schedule.

10.2 Allocation of costs

(a) The Parties agree that, in accordance with the Project Budget and Schedule, all costs for:

(i) each Eligible Project (or Potential Eligible Project) will be borne by the Parties as follows:

(A) Vast – 50%; and

(B) EDF – 50%; and

(ii) each Approved Project will be borne by the Parties on the terms of the Joint Venture Agreement entered into by the Parties.

(b) Each Party will be entitled to submit a notice to the Steering Committee each month setting out all Third Party development costs it has paid in respect of Development Activities, in sufficient detail to enable the Steering Committee to consider whether such costs have been properly incurred in accordance with this Agreement.

(c) If the Steering Committee considers that such Third Party development costs are properly incurred, the Steering Committee will make a determination that results in those costs being shared in the proportion set out in clause 10.2(a).

10.3 Audit

(a) Each Party must maintain, and keep for a period of seven years from the date of creation, proper accounts and records which:

(i) record and give a true and fair view of all actions taken by the Party under or in relation to this Agreement, including any Study Expenses incurred by the Party; and

(ii) are maintained in accordance with the applicable laws, rules and accounting standards of any National Stock Exchange.

(b) A Party may, but not more than once per calendar quarter, upon reasonable prior notice to the other Party, procure an appropriately qualified independent third party to audit the records of the other Party.

11 Appointment of Project Manager

11.1 Appointment

The Steering Committee has the power to appoint the Project Manager.

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11.2 Powers

(a) The Project Manager will be responsible for the management and conduct of the Feasibility Studies, and carrying out the Development Activities, in accordance with this Agreement, including:

(i) managing the Project Team;

(ii) incurring expenditures in accordance with the Project Budget and Schedule;

(iii) establishing comprehensive project management processes to ensure the any deadlines are achieved; and

(iv) preparing the monthly reports in accordance with clause 12.4.

(b) All decisions made by the Project Manager must be authorised in advanced by the Steering Committee.

(c) The Project Manager will report to, is subject to the supervision of the Steering Committee, and must follow any instructions the Project Manager receives from the Steering Committee.

11.3 Removal and replacement

(a) The Project Manager may be removed:

(i) in accordance with a decision of the Steering Committee;

(ii) by the Steering Committee, acting reasonably:

(A) if the Chairperson suspects that the Project Manager has committed fraud or corruption, unconscionable conduct, frivolous or vexatious behaviour or inappropriate conduct (including sexism, racism or other discriminatory behaviour);

(B) if the Project Manager:

(1) fails to follow the directions of the Steering Committee;

(2) acts in any manner which causes (or may reasonably be anticipated to cause) either or both Parties to breach this Agreement, any Project Agreement or any Authorisation;

(3) acts in any manner which would frustrate any Feasibility Study or prejudice a Party’s interests in the any CSP Project; or

(4) fails to comply with Good Electricity Industry Practice in progressing the CSP Project or any other applicable Australian standards; or

(C) on the suspension or termination of this Agreement;

(iii) if the Project Manager was an employee of a Party, the Project Manager ceases to be an employee of that Party; or

(iv) if agreed between the Parties.

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(b) If the Project Manager is removed the Steering Committee will appoint a replacement Project Manager (except in the circumstances described in clause 11.3(a)(ii)(C)).

12 Project administration

12.1 Project Team

(a) The Parties will establish a team comprised of their respective Personnel (Project Team) to carry out the Development Activities (including Feasibility Studies).

(b) The Project Manager may appoint or remove members from the Project Team, provided the Project Manager has the prior approval of the Steering Committee.

12.2 Access to site

The Project Team (and any properly authorised Personnel of a Party) will be entitled at all reasonable times (provided such access is reasonably required for the purposes of the Development Activities (including Feasibility Studies)), and at the risk and expense of the Party appointing the relevant Project Team member or Personnel, to have access to the other Party’s Project Site(s), provided that:

(a) access will be provided promptly on request, provided that it does not unreasonably disrupt the conduct of the other Party’s operations; and

(b) the Project Team members or Personnel of a Party must, when accessing the relevant site, comply with:

(i) the directions of the other Party when doing so; and

(ii) the work, health and safety policies or other relevant plans or policies applicable to the relevant Project Site (as provided by the owner of that Project Site).

12.3 Accounting

The Project Manager must:

(a) ensure that proper accounts and records are maintained in accordance with Australian accounting standards; and

(b) if requested by a Party, provide that Party access to the accounts and records.

12.4 Reports

The Project Manager must deliver to the Steering Committee monthly progress reports as required by the Steering Committee and in accordance with Good Electricity Industry Practice which reports must include, at a minimum:

(a) compliance with work health and safety matters;

(b) progress against the Project Budget and Schedule;

(c) a reconciliation of the monies received and disbursed during the preceding calendar month and a cash forecast;

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(d) progress of the Development Activities; and

(e) such other reports as may be requested by the Steering Committee from time to time.

12.5 Project Policies

The Parties agree that the Project Policies will apply to the Development Activities (including Feasibility Studies), and the Parties must comply with (and must procure their Personnel comply with) the Project Policies.

12.6 Amendment process

(a) A Party may request an amendment to any or all of, the requirements of a Feasibility Study, the organisation chart, the Development Activities, the Project Budget and Schedule (excluding increases to the Project Budget and Schedule but including any changes to the allocation of funds within the Project Budget and Schedule) and/or Project Policies by submitting a request for an amendment to the Steering Committee (Amendment Request) which:

(i) must be in writing; and

(ii) contain sufficient information to allow the Steering Committee to consider the proposed amendment.

(b) If the Steering Committee receives an Amendment Request they must meet within 10 Business Days of receipt of the request to consider the Amendment Request.

(c) A decision to accept an Amendment Request requires the unanimous approval of the Steering Committee, and such approval may be conditional on the approval of a Party’s management, board or shareholders.

(d) If an Amendment Request is not approved by the Steering Committee, the requesting Party may refer the matter to dispute resolution in accordance with clause 15.

13 Non-solicitation

(a) Subject to clause 13(b), neither Party or its Related Body Corporates may, during the term of this Agreement and for a period of 12 calendar months thereafter, solicit, hire, or otherwise induce or attempt to induce any officer or employee of the other Party or its Related Body Corporate to terminate their employment with that Party or its Related Body Corporate, without first obtaining prior written consent of the non-hiring Party.

(b) The prohibition set out in clause 13(a) does not apply to offers of employment made pursuant to a general solicitation of employment to the public or the industry, or to any officer or employee of one Party or its Related Body Corporate that contacts the other Party or its Related Body Corporate regarding employment opportunities on their own initiative.

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14 Default and termination

14.1 Event of Default

Any one or more of the following events with respect to a Party (Defaulting Party) is an Event of Default:

(a) any failure by the Party to pay any amount due under this Agreement (not reasonably disputed) by the due date for payment, and which remains unpaid 10 Business Days after notice has been given by a Non-Defaulting Party under clause 14.2;

(b) any default by the Party in the observance or performance of a material obligation under this Agreement (or any Project Agreement) which is capable of remedy and which remains unremedied 20 Business Days after a Non-Defaulting Party has given written notice of the default to the defaulting Party under clause 14.2;

(c) subject to clause 22.14, an Insolvency Event occurs in relation to the Party;

(d) any Irremediable Default is committed by the Party; or

(e) any Change in Control occurs in relation to the Party, except where the Party has obtained the prior written consent of the other Party in accordance with clause 16.3.

14.2 Notices of default

(a) If a Party:

(i) fails to pay any amount due under this Agreement by the due date for payment; or

(ii) defaults in the observance or performance of a material obligation under this Agreement (or any Project Agreement),

another Party (Non-Defaulting Party) may, after it becomes aware of that default, notify the defaulting Party of that default.

(b) Failure by the Non-Defaulting Party to give a notice under clause 14.2(a) will not release the defaulting Party from any of its obligations under this Agreement or any Project Agreement.

14.3 Suspensions of rights following an Event of Default

If an Event of Default occurs in connection with an Eligible Project (or Potential Eligible Project) (Relevant Project) then until such Event of Default has been rectified:

(a) the Defaulting Party’s rights to participate in decisions in relation to the Feasibility Study for the Relevant Project will be suspended;

(b) the members and alternate members of the Steering Committee appointed by the Defaulting Party will not be entitled to be present or to vote at any meeting of the Steering Committee on all matters in connection with the Relevant Project; and

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(c) a quorum at each meeting of the Steering Committee for the purposes of voting on matters in connection with the Relevant Project will be the members of the Steering Committee appointed by the Parties that are not in default,

provided that for a period of 60 days from the beginning of the Event of Default, the Non-Defaulting Party shall not (including through the Steering Committee) be entitled to make the following decisions in relation to the Relevant Project:

(a) proceeding to a Feasibility Study for the Relevant Project under clause 6.1(a);

(b) making material changes to the Project Budget and Schedule for the Relevant Project; or

(c) incurring material development costs.

If after such period of 60 days from the beginning of the Event of Default the Event of Default is still in effect, the Non-Defaulting Party shall be entitled to make the previously restricted decisions.

14.4 Termination following an Event of Default

(a) Without limiting clause 14.3:

(i) if any Event of Default described in clauses 14.1(c), or 14.1(e) occurs, a Non-Defaulting Party may elect, by notice in writing to the Defaulting Party, to terminate this Agreement; and

(ii) if any Event of Default described in clauses 14.1(a), 14.1(b) or 14.1(d) occurs,

then a Dispute will be deemed to have arisen and either Party may issue a Dispute Notice to the other Party in accordance with clause 15 and the Parties must follow the procedure set out in clause 15 in an attempt to resolve the Dispute.

(b) If:

(i) the steps under clause 15 has been taken and the Dispute is not resolved within 90 days from the date of the Dispute Notice; or

(ii) a Non-Defaulting Party has attempted to follow the steps in clause 15 and the Defaulting Party has not complied with its obligations under that clause,

then the Non-Defaulting Party may elect, by notice in writing to the Defaulting Party, to terminate this Agreement.

14.5 Defaulting Party continues to be liable

(a) During any period of default by a Defaulting Party, subject to clause 14.3, all Development Activities will continue and the Defaulting Party will continue to be responsible for the payment of all moneys that it is obliged to pay under this Agreement.

(b) If a Party defaults in paying the whole or part of any amount to the other Party in accordance with this Agreement, the defaulting Party must pay to the other Party interest on such unpaid amount at the Interest Rate calculated on daily balances, and capitalised monthly, from the due date for payment to the date of actual payment.

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14.6 Effect of termination

(a) Termination of this Agreement does not affect any accrued rights or remedies of either Party.

(b) If this Agreement is terminated, the Parties will procure the termination of the other Project Agreements to the extent they are not automatically terminated except to the extent the Parties agree otherwise.

15 Dispute Resolution

15.1 Amicable settlement

If any dispute arises under or in connection with this Agreement (including any question regarding its existence, interpretation, validity or termination and whether based in breach of contract, tort or any legal doctrine) (Dispute) and cannot be settled by the Parties within thirty (30) days of either Party giving written notice to the other of the existence of such Dispute (Dispute Notice), the Dispute shall at the option of either Party be referred to the chief executive for the time being of each Party or such other senior representatives as they may appoint to attempt to resolve the dispute within fifteen (15) days.

15.2 Arbitration

Unless settled amicably pursuant to clause 15.1, any Dispute shall be finally settled under the Rules of Arbitration (“the Rules”) of the International Chamber of Commerce by one arbitrator appointed in accordance with the Rules. The place and seat of arbitration shall be Sydney. The language of the arbitration shall be English.

15.3 Urgent interlocutory relief

(a) This clause 15 does not prevent a Party from seeking urgent interlocutory relief from a court of competent jurisdiction where, in that reasonable opinion, that action is necessary to protect that Party’s rights.

(b) The Parties acknowledge that, in the event of any alleged breach of this Agreement (including clause 3, 17 and 19) damages may not be an adequate remedy, and the Parties may be entitled to seek equitable relief (including an injunction and/or specific performance) in addition to damages.

15.4 Costs

Each Party must pay its own costs in complying with this clause 15.

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16 Transfers and Change of Control

16.1 Restriction on Transfers

Subject to any applicable laws and the rules of any National Stock Exchange, a Party must not Transfer any of its rights and obligations under this Agreement, except with the express written consent of the other Party such consent not to be unreasonably withheld where:

(a) the transferee has:

(i) the technical and financial capability; and

(ii) technical skills and experience,

to perform the obligations under this Agreement in Australia; and

(b) the transferee is of good standing and repute.

16.2 Transfers to Related Bodies Corporate

(a) Either Party (Transferring Party) may at any time Transfer the whole or any part of its rights and obligations under this Agreement to a Related Body Corporate provided that:

(i) the Related Body Corporate covenants with the other Party to be bound by the terms of this Agreement, and to assume, observe, perform and satisfy all or the relevant proportion of the liabilities and obligations of the Transferring Party arising under or by virtue of this Agreement and any other Project Agreements;

(ii) if the transferee ceases at any time to be a Related Body Corporate of the Transferring Party it must immediately re-assign the interest or part interest to the Transferring Party; and

(iii) the transferee must pay, or make adequate and acceptable provision for payment of, any money owing by the Transferring Party under this Agreement.

(b) EDF acknowledges that Vast has disclosed a potential upcoming listing on a National Stock Exchange. This listing, or any of the transactions contemplated by the Business Combination Agreement (as defined in the Noteholder Agreement), will not constitute an unauthorised Transfer, nor be construed in any way as a breach of this clause 16.

16.3 Change of Control

A direct or indirect Change in Control of any of the Parties will be deemed to be a Transfer of this Agreement requiring the prior written consent of the other Parties, which must not be unreasonably withheld or delayed if the relevant Party:

(a) continues to own 100% of the CSP Technology and the Background IP, in respect of Vast; and

(b) continues to have the technical and financial capability to perform its obligations under this Agreement.

17 Intellectual property

17.1 Background IP

(a) Each Party, or its third party licensors, retains all rights, title and interest (including all Intellectual Property Rights) in and to its Background IP.

(b) Nothing in this clause 17 prevents or limits in any way a Party’s rights to use, reproduce, modify, develop and otherwise exploit its own Background IP.

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17.2 Developed Vast IP

Vast will own any and all:

(a) intellectual property that is proprietary to Vast or that is licensed to Vast by a third party in connection with the Development Activities;

(b) modifications and improvements to the CSP Technology made by Vast;

(c) any intellectual property already existing, developed and to be developed by Vast and relating to:

(i) production of synthetic fuel derived from renewable energy;

(ii) concentration of solar power;

(iii) methanol; or

(iv) any similar technologies, methods or equipment to those mentioned in 17.2(c)(i) to 17.2(c)(iii).

(collectively, the Developed Vast IP).

17.3 Development and creation of Intellectual Property must be notified

Each Party must keep the other Party, and the Steering Committee must keep both Parties, fully informed and promptly notified of the development and creation of any intellectual property which may reasonably be available to be used and commercialised in relation to the Development Activities.

17.4 Developed Common IP

(a) Any Intellectual Property Rights developed and/or derived (whether directly or indirectly) by any Party in connection with this Agreement other than Developed Vast IP (Developed Common IP) will be jointly owned such that each party will have the right to use such developed intellectual property, the obligation to share in the cost of obtaining the same, and each Party agrees to reasonably cooperate with the other in respect of obtaining and enforcing any such intellectual property.

(b) Where there is potential for EDF and Vast to develop new intellectual property, the Parties agree to separately agree joint ownership and management of the intellectual property before it is developed.

17.5 Licensing of CSP Technology and Background IP

(a) Vast grants to EDF a royalty-free, non-exclusive license to use, adapt, maintain and further develop:

(i) the CSP Technology;

(ii) Vast’s Background IP; and

(iii) the Developed Vast IP,

solely for the purpose of carrying out the Development Activities and developing each CSP Project, subject at all times to the terms of this Agreement. EDF must not assign such licence except with the prior written consent of Vast.

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(b) EDF grants to Vast a royalty-free, non-exclusive license to use, adapt, maintain and further develop EDF’s Background IP solely for the purpose of carrying out the Development Activities and developing each CSP Project, subject at all times to the terms of this Agreement. Vast must not assign such licence except with the prior written consent of EDF.

17.6 Warranty

Each Party warrants to the other Party that:

(a) it has all necessary rights to grant the licences set out in clause 17.5;

(b) the grant of the licenses in clause 17.5 do not breach any other license granted by the Party to any person; and

(c) it is not aware of any Claim that its Background IP infringes the rights (including Intellectual Property Rights) of any person.

17.7 Product Development Agreement

The Parties acknowledge and agree that:

(a) this Agreement is not intended to be a product development agreement;

(b) if the Parties intend to collaboratively develop or enhance CSP Technology, and other renewables energy combinations and applications, the Parties must first enter into an appropriate product development agreement before any such collaboration commences; and

(c) such product development agreement may include provisions regarding the ownership and licensing of any intellectual property related to the elements mentioned in 17.2(b) and 17.2(c), developed or enhanced under that product development agreement.

18 Insurance

Each Party must, at its own expense, in respect of the Development Activities take out and keep in full force and effect, any insurance:

(a) required by the laws in force in the applicable State or Territory or by virtue of any contractual obligations entered into for the purposes of the Development Activities; or

(b) determined by the Steering Committee from time to time.

19 Confidentiality

19.1 Confidentiality obligation

Each Party (Information Recipient):

(a) may use Confidential Information of a Disclosing Party only for the purposes of the Development Activities, this Agreement and the transactions contemplated by this Agreement; and

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(b) must keep confidential all Confidential Information of each Disclosing Party except for disclosures permitted under clause 19.2.

19.2 Exceptions

(a) Clause 19.1 does not apply to an Information Recipient to the extent that the relevant disclosure or use:

(i) has the prior written consent of the Disclosing Party;

(ii) is a media announcement in the form agreed between the Parties in accordance with clause 19.4;

(iii) is to its Personnel, professional advisers, auditors, consultants, financiers, prospective financiers and Related Bodies Corporate to whom (and to the extent to which) it is necessary to disclose the information in order to properly perform its obligations under this Agreement;

(iv) is necessary to enforce its rights or to defend any Claim under this Agreement or for use in legal proceedings regarding this Agreement or the transaction contemplated by this Agreement;

(v) is necessary to obtain any consent or approval contemplated by this Agreement; or

(vi) is necessary to comply with any applicable law, legal process, any request, order or rule of any Government agency, the rules of a recognised stock exchange or in a prospectus or other document with statutory content requirements prepared for a transaction involving a party, after first consulting with the other party to the extent practicable having regard to those obligations about the form and content of the disclosure,

and provided that, before disclosure:

(vii) in the case of the Information Recipient’s (and their Related Body Corporate’s) Personnel, those persons have been directed by the Information Recipient to keep confidential all Confidential Information of the Disclosing Party and use Confidential Information solely for the purpose of the Development Activities, this Agreement and the transactions contemplated by this Agreement; and

(viii) in the case of other persons (except those disclosures under clauses 19.2(a)(ii), 19.2(a)(iv), 19.2(a)(v) and 19.2(a)(vi)), those persons have agreed in writing with the Information Recipient to comply with substantially the same obligations in respect of Confidential Information of the Disclosing Party as those imposed on the Information Recipient under this Agreement,

(each a Direction).

19.3 Information Recipient’s obligations

An Information Recipient must:

(a) ensure that each person to whom it discloses Confidential Information of a Disclosing Party under clause 19.2 complies with its Direction; and

(b) notify the Disclosing Party of, and take all reasonable steps to prevent or stop, any suspected or actual breach of a Direction.

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19.4 Media or public announcement

(a) A Party must not (and the Project Manager and the Steering Committee must not), before or after the Commencement Date, make or send a public announcement, communication or circular in relation to:

(i) this Agreement; or

(ii) the transactions or projects referred to in this Agreement, including any CSP Project,

unless it has first obtained the written consent of the other Party, which consent is not to be unreasonably withheld or delayed.

(b) Clause 19.4(a) does not apply to a public announcement, communication or circular required by law or the requirements of a regulatory body (including the U.S. Securities and Exchange Commission, Nasdaq and any other relevant stock exchange), if the Party required to make or send it has, if practicable, first consulted and taken into account the reasonable requirements of the other Party, provided that the Party must only disclose such information necessary to comply with the requirements of law or the applicable regulatory body.

20 Compliance

20.1 Definitions

For the purpose of this clause 20:

(a) "Party” and "Parties" shall include and be limited to the co-contractors themselves, and their respective managers, directors, and representatives directly involved with this Agreement.

(b) “Ultimate Beneficial Owner" shall mean any natural person who ultimately either hold, directly or indirectly, 25% or more of the voting rights or share capital, or exercise controlling power over the Party’s management or administration bodies or over the Party’s General Assembly.

(c) “Associated Person” shall mean any natural or legal person who performs services for or on behalf of a Party in connection with this Agreement, including but not limited to agents, sub-contractors, associates and consultants, partners and collaborators in joint ventures, majority or wholly owned subsidiary companies.

(d) “Sanctions Laws” shall mean any trade control or sanctions restrictions programs maintained by the United States, the European Union, the United Nations, or other countries, including but not limited to, the EU sanctions program or its Member States programs, France, Her Majesty Treasury programs, the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”) programs, the U.S lists of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders program, Denied Parties program, Debarred Parties programs, the U.S. Entities lists, U.S. State Department’s Non-proliferation Sanctions programs, and equivalent programs or lists of restriction or prohibition maintained under applicable laws of other countries.

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(e) “Sanctioned Party” shall mean a person or entity who is, or is directly or indirectly, owned or controlled (as such terms are defined by the relevant sanctions authority) by, a designated target of Sanctions Laws.

(f) "Anti-corruption Laws" shall mean any laws, regulations, or orders addressing corruption, bribery (including commercial bribery) and influence peddling including, without limitation, laws that prohibit the giving, offering, promising or authorization of the payment or transfer of anything of value, in cash or in kind (including but not limited to inappropriate gift, travel, meal or entertainment), directly or indirectly, to any Government Official, any employee of any commercial entity or to any other person to improperly gain or retain any favourable decision or any other business advantage; this include without limitation the French penal code, the US Foreign Corrupt Practices Act of 1977 and all applicable national and international laws applicable to the Parties enacted to implement and comply with the Organization for Economic Cooperation and Development ("OECD") Convention dated 17 December 1997 on Combating Bribery of Foreign Public Officials in International Business Transactions and/or the United Nations ("UN") Convention against Corruption dated 31 October 2003.

(g) “Anti-Money Laundering and Financing of Terrorism Laws” shall mean any laws, rules, and regulations of any jurisdiction legally applicable to the Parties and that relates to money laundering, any predicate offense to money laundering, or any financial record keeping and reporting requirements related thereto, including but not limited to the regulations enacted to comply with the FATF’s International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation dated February 2012, as amended October 2021.

(h) “Conflict of Interests” shall mean any link or relation (commercial, financial, intellectual property, personal relationships with individuals or organizations) of a Party, or any of its beneficial(s) owner(s), subsidiary(ies) or Associated Person(s) that improperly influence or could improperly influence the performance of the Parties’ official duties and responsibilities in connection with this Agreement.

(i) “Export Control Regulations” may include, but are not limited to, the European export control regulations, the United States export control regulations (including, but not limited to item subject to U.S Nuclear Regulatory Commission, the U.S Department of Energy, the U.S Department of Commerce Export Administration Regulations, and any other trade control regulations or sanction including by the U.S Office of Foreign Assets Control (OFAC)), any other relevant export control regulations and any decision or restriction taken by relevant jurisdiction under this frame, that might be applicable to this Agreement.

20.2 Representations and warranties

In connection with this Agreement, each Party represents and warrants that at the date of its entering into force and for the whole duration of this Agreement:

(a) it agrees to comply with any applicable Anti-corruption Laws, Sanctions Laws, Export Control Regulations and Anti-Money Laundering and Financing of Terrorism Laws;

(b) it has not, at any time, directly or ‎indirectly

(i) made, offered to make, promised to make or authorised the payment or ‎giving or receiving of, any bribe, rebate, payoff, influence payment, ‎kickback or other payment, hospitality, or gift, money, or anything of value which is prohibited under any applicable Anti-Corruption Laws;‎ or

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(ii) otherwise violated, or is currently in violation in any respect of, any provision of any Anti-Corruption Laws or Anti-Money Laundering and Financing of Terrorism Laws, and it has taken and will continue to take reasonable measures to prevent its employees, managers, directors, representatives and Associated persons to not do so;

(c) it or any of its Ultimate Beneficial Owners or any of its Associated Persons is not in any situation of Conflict of Interest;

(d) neither it nor any of its Ultimate Beneficial Owner(s) or subsidiaries, or any Associated Person of such parties, is, or is owned or controlled by a Sanctioned Party, nor has engaged or is engaging in dealings, transactions, or any contractual relationship involving any Sanctioned Party and sanctioned country in connection with this Agreement, in each case where such dealings, transactions or any contractual relationship would violate Sanctions Laws;

(e) neither it nor any of its Ultimate Beneficial Owner(s) have been, directly or indirectly involved, nor have they been prosecuted, convicted, or entered into any Settlement in relation to, or otherwise held legally liable for, any violation of Anti-corruption Laws and Anti-Money Laundering and Financing of Terrorism Laws at any stage within the past five (5) years;

(f) it has not had any of its funds or assets seized or forfeited in the pursuant to any applicable Anti-Money Laundering and Financing of Terrorism Laws, Anti-corruption Laws, and Sanction Laws;

(g) it does not appear on any list of contractors or individuals debarred from tendering or participating in any project funded by the World Bank or any other multilateral or bilateral aid agency and is not prohibited to participate in public tenders in Australia;

(h) it has not and will not use the relationship with the other Party and its legal business entities to knowingly disguise the origin or the destination of illegally obtained resources, or to finance illegal activities, or to violate or evade applicable Sanctions laws, Anti-corruption Laws and Anti-Money Laundering and Financing of Terrorism Laws, directly or indirectly;

(i) when required by applicable laws, it has established and maintains, in accordance with its risk exposure, an appropriate compliance program of written policies, procedures and internal controls reasonably designed to comply with Anti-Corruption Laws, including a code of conduct, trainings and materials regarding its compliance program provided to its employees; and

(j) when required by applicable laws, it has kept and will keep, pursuant to the provisions by applicable law, complete and accurate records of all transactions and such records shall state in reasonable detail the purpose of each expense and the receipt and distribution of assets.

20.3 Compliance Questionnaire

Vast represents and warrants that at the date of its entering into force and for the whole duration of this Agreement:

(a) any information provided to EDF in the applicable Compliance Questionnaire provided in the Schedule is factually correct and complete at the time of its signature; and

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(b) Vast shall keep EDF promptly informed of any change occurred to the Compliance Questionnaire and acknowledges that any significant inaccuracy or omission in said Questionnaire constitutes a breach of a material obligation of this Agreement for the purposes of clause 14.1(b).

20.4 Associated Person involvement

In the event that Vast engages any Associated Person in relation to any activity connected with this Agreement, it shall ensure that:

(a) provisions equivalent to this section 20 are included within the contract or terms of engagement under which that Associated Person is appointed to carry out the relevant activity connected with this Agreement and it will conduct appropriate compliance due diligence on any Associated Person appointed to perform services on its behalf in relation to the performance of this Agreement;

(b) EDF shall be entitled to enforce the abovementioned provisions (as against the relevant third party) as if it were the Party responsible.

20.5 Notification

Vast shall notify EDF immediately if, during the term of this Agreement, it becomes aware that:

(a) there is any knowledge of a potential failure to honour any contractual obligation under this Section 20;

(b) it or any of its Ultimate Beneficial Owners or any of its Associated Persons have or may have committed a prohibited act (as described in clause 20.2(e));

(c) it or any of its Ultimate Beneficial Owners or any of its Associated Persons is in any situation of Conflict of Interest;

20.6 Audit, Right to terminate and suspension of the Agreement

(a) If EDF asserts that Vast is not in compliance with clause 20, EDF shall send a notice to Vast indicating the type of non-compliance asserted. After giving such notice, EDF may cause an independent auditor to audit the records of Vast in respect of the asserted noncompliance. The costs of any independent auditor under this section 20.6 shall be paid (i) by Vast being audited, if it is determined not to be in compliance with clause 20 and (ii) by EDF requesting the audit, if Vast is determined to be in compliance with clause 20.

(b) Each Party agrees to indemnify and hold the other Party, harmless from any losses, damages, liabilities, payments, Claims, suits, actions, proceedings, penalties, fines, judgments, costs and expenses (including attorney’s fees) arising out the indemnifying Party’s breach of any or all of clause 20. Any breach of any of the representations, warranties and covenants in clause 20 shall be grounds for immediate termination of this Agreement.

20.7 Suspension of the Agreement in the event Sanctions prevent any Parties from the execution

(a) When a criminal, civil or administrative sanction has been issued by a competent authority for non-compliance with Sanctions Laws, Anti-Corruption Laws or Anti-Money Laundering and Financing of Terrorism Laws, the affected Party undertakes to inform the other Party without delay. Parties may agree to a suspension of the Agreement and in particular:

(i) to immediately suspend the affected obligation (whether a payment or performance) until the affected Party can fulfil this obligation; and/or

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(ii) fully release the affected obligation, where the impediment to the performance of the obligation continues (or should reasonably continue) until the end of the contractual period, provided that, where the relevant obligation relates to the payment of goods already delivered, the affected payment obligation remains suspended (without prejudice to interest for delay) until the affected Party can make the payment in accordance with the law.

(b) If the Sanction lasts more than three months from the above information, the Parties may terminate the Agreement by mutual Agreement without compensation and without damages.

20.8 Export control (when applicable)

(a) The Parties acknowledge that:

(i) items, software, technology or services, or other information made available during the performance of the Agreement may be subject to relevant applicable Export Control Regulations (“Controlled Items”), as the same may be amended from time to time, and agree to comply with the same when applicable;

(ii) the transfer of such Controlled Items to or for certain countries or entities may be prohibited or restricted or subject to prior authorization of relevant country’s governmental authorities.

(b) The Parties shall ensure that all Controlled items provided by or on behalf of each Party or which is developed therefrom, are exclusively used for the purpose as defined in the Contract, as such each Party warrants that any parts of the Controlled Items shall not be used for design, development, or production of any (i) non civil nuclear end use, or (ii) military, ballistic, biological and chemical weapons or cryptographic end use.

(c) Each Party shall identify among all items, software, technology or services, or other information made available, provided by or on behalf of each Party, such items, software, technology or services or information which are Controlled Items in the frame of the relevant Export Control Regulation.

(d) The Parties shall undertake to obtain, maintain and, on request, supply copies to the other Party of any required licenses, authorizations, consents and/or approvals that are necessary for the transfer of information under or in relation to this Agreement in full compliance with the relevant applicable Export control regulations.

(e) Each Party shall inform the other on whether specific trade restrictions apply to the Controlled Item with regards to the intended end use or end user and will discuss the reasonable safeguard measures which may be defined and implemented to comply with such restrictions.

(f) A receiving Party shall not be liable for a breach of the foregoing provision in respect of information provided by or on behalf of the other Party if it was not made aware in writing (by way of appropriate document marking or otherwise) of any applicable export control restrictions in respect of such information in circumstances where such Party could not otherwise have been reasonably aware of any such applicable restrictions.

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(g) In case any relevant applicable Export Control Regulations or trade regulations constrain a Party to apply for and obtain an export license, then the other Party shall provide with all necessary documentation requested before delivery, including, as applicable, by signing and delivering any requested end user certificate or the like as soon as possible.

(h) Each party undertakes to not export, re-export, transfer or otherwise release or make available, including by deemed (re)export when applicable, the Controlled Items to any other entity, person and third party for which such export, re-export, transfer or otherwise disclosure of parts of Controlled Item is prohibited or restricted by relevant applicable Export Control Regulations, applicable at the time of such export, re-export or transfer, except in strict compliance with all such Export Control Regulations and subject to first obtaining (i) written prior approval from the disclosing Party, and (ii) from the relevant authorities requiring export license(s) or approval when applicable.

21 Notices and other communications

21.1 Service of notices

A notice, demand, consent, approval or communication under this Agreement (Notice) must be:

(a) in writing, in English and signed by a person duly authorised by the sender; and

(b) hand delivered or sent by prepaid post or email to the recipient’s address for Notices specified in the Details, as varied by any Notice given by the recipient to the sender.

21.2 Effective on receipt

A Notice given in accordance with clause 21.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

(a) if hand delivered, on delivery;

(b) if sent by prepaid post, on the second Business Day after the date of posting (or on the seventh Business Day after the date of posting if posted to or from a place outside Australia);

(c) if sent by email, on the earlier of:

(i) the time the sender receives an automated message from the intended recipient’s information system confirming delivery of the email;

(ii) the time that the email is first opened or read by the intended recipient, or an employee or officer of the intended recipient; and

(iii) four (4) hours after the time the email is sent (as recorded on the device from which the sender sent the email) unless the sender receives, within that four (4) hour period, an automated message that the email has not been delivered,

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but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

22 General provisions

22.1 Alterations

This Agreement may be altered only in writing signed by each Party.

22.2 Approvals and consents

Except where this Agreement expressly states otherwise, a Party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this Agreement.

22.3 Costs

Each Party must pay its own costs of negotiating, preparing and executing this Agreement.

22.4 Stamp duty

Any stamp duty, duties or other taxes of a similar nature (including fines, penalties and interest) in connection with this Agreement or any transaction contemplated by this agreement, must be paid by the Parties in equal shares.

22.5 Survival

The following clauses are independent and survive termination of this Agreement:

(a) 4.5 – Limitation of liability;

(b) 13 – Non-solicitation;

(c) 14.5 – Defaulting Party continues to be liable;

(d) 14.6 – Effect of termination;

(e) 17.1 – Background IP;

(f) 17.2 – Developed Vast IP;

(g) 17.6 – Warranty;

(h) 19 – Confidentiality; and

(i) any other term by its nature intended to survive termination of this Agreement survives termination of this Agreement.

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22.6 Counterparts

This Agreement may be executed in counterparts. All executed counterparts constitute one document.

22.7 No merger

The rights and obligations of the Parties under this Agreement do not merge on completion of any transaction contemplated by this Agreement.

22.8 Entire agreement

This Agreement constitutes the entire agreement between the Parties in connection with its subject matter and supersedes all previous agreement or understandings between the Parties in connection with its subject matter.

22.9 Further action

Each Party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this Agreement and any transactions contemplated by it.

22.10 Severability

A term or part of a term of this agreement that is illegal or unenforceable may be severed from this Agreement and the remaining terms or parts of the term of this Agreement continue in force.

22.11 Waiver

A Party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the Party giving the waiver.

22.12 Payments

A Party liable to make a payment under this document is to make the payment without set off, counterclaim or deduction. The Party to whom a payment is to be made need not make a demand for payment unless a demand is expressly required.

22.13 Governing law and jurisdiction

This Agreement is governed by the law of New South Wales and each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

22.14 Ipso Facto Stay

The provisions of this Agreement are subject to any Ipso Facto Stay which may operate to prevent the enforcement of rights under this Agreement. To the extent that there is any conflict between the provisions of this Agreement and the Ipso Facto Stay, this Agreement is to be interpreted subject to the Ipso Facto Stay.

22.15 Remote conferencing

Where this Agreement calls for or requires a meeting between the Parties, their Personnel, or the Steering Committee, such meetings may be attended by telephone, video conferencing or any other means of electronic conferencing.

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Execution page

Executed as an agreement.

Signed by Vast Renewables Limited in accordance with section 127 of the Corporations Act 2001 (Cth) by:
/s/ Colin Richardson	/s/ Craig Wood
Signature of director	Signature of director/secretary
Colin Richardson	Craig Wood
Name of director (print)	Name of director/secretary (print)

[The remainder of this page is left blank intentionally]

[Execution blocks continue over the page]

Gilbert + Tobin Execution page – Joint Development Agreement

Executed as an agreement (cont.).

Purchaser

Signed for EDF Australia Pacific Pty Ltd (ACN 664 931 079) by its duly authorised officer, in the presence of:
/s/ Trent Wedding	/s/ James Katsikas
Signature of witness	Signature of officer
Trent Wedding	James Katsikas
Name of witness	Name of officer

[The remainder of this page is left blank intentionally]

Gilbert + Tobin Execution page – Joint Development Agreement

Schedule 1       Compliance Questionnaire

Gilbert + Tobin Schedule 1

EX-4.62

Exhibit 4.62

Parent Company Guarantee

Vast Renewables Limited (ACN 136 258 574) (Parent Guarantor) 

EDF Australia Pacific Pty Ltd (ACN 664 931 079) (Beneficiary)

Contents      Page

1 Defined terms and interpretation 1

1.1 Definitions 1

1.2 Interpretation 3

1.3 Accounting Standards 4

2 Guarantee 4

2.1 Guarantee 4

2.2 Continuing guarantee 5

2.3 Reinstatement 5

2.4 Waiver of defences 5

2.5 Immediate recourse 6

2.6 Deferral of Parent Guarantor’s rights 6

2.7 Additional security 6

2.8 Certificates & determinations 6

2.9 No obligation to marshal 6

2.10 Limitation 7

3 Payments 7

3.1 Payments by Parent Guarantor 7

3.2 Gross payments 7

3.3 Withholdings & deductions 7

4 Costs & Expenses 7

5 Interest on overdue amounts 8

5.1 Payment of interest 8

5.2 Accrual of interest 8

5.3 Rate of interest 8

6 Representations & Warranties 8

6.1 Representations & warranties 8

6.2 Reliance by the Beneficiary 9

6.3 No reliance on the Beneficiary 9

7 Savings provisions 9

7.1 Continuing obligation 9

7.2 Principal and independent obligation 10

7.3 Suspense account 10

8 General 10

8.1 Notices 10

8.2 Governing law and jurisdiction 12

8.3 Invalidity & severance 12

8.4 No assignment 12

8.5 Waiver 12

8.6 Variation 12

8.7 Cumulative rights 12

8.8 Further assurances 12

8.9 Survival & merger 12

8.10 Entire agreement 13

8.11 Code of Banking Practice 13

8.12 Attorneys 13

8.13 Counterparts 13

Execution page 15

Date:                                                2023

Parties

1 Vast Renewables Limited (ACN 136 258 574) of 226 Liverpool Street, Darlinghurst, New South Wales, 2010 (Parent Guarantor)

2 EDF Australia Pacific Pty Ltd (ACN 664 931 079) of Level 26, 530 Collins St, Melbourne VIC 3000Beneficiary)

The parties agree

1 Defined terms and interpretation

1.1 Definitions

In this deed:

Accounting Standards means generally accepted accounting principles in Australia.

Authorisation means:

(a) any consent, registration, filing, agreement, notice of non-objection, notarisation, certificate, licence, approval, permit, authority or exemption; or

(b) in relation to anything that a Government Agency may prohibit or restrict within a specific period, the expiry of that period without intervention or action or notice of intended intervention or action.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Sydney, New South Wales, Australia.

Corporations Act means Corporations Act 2001 (Cth).

Development Agreement means joint development agreement dated on or around the date of this deed between the Parent Guarantor and the Beneficiary in relation to the development of the concentrated solar thermal power generation and storage technology projects.

Excluded Tax means:

(a) a Tax imposed by a jurisdiction on, or calculated by reference to, the net income of the Beneficiary because the Beneficiary has a connection with that jurisdiction but not a Tax:

(i) calculated by reference to the gross amount of a payment (without the allowance of a deduction) derived by the Beneficiary under this deed or any other document referred to in this deed; or

(ii) imposed because the Beneficiary is taken to be connected with that jurisdiction solely because it is party to this deed or a transaction contemplated by this deed;

(b) any Tax deduction or withholding arising as a result of a notice or direction under section 260-5 of Schedule 1 to the Tax Act or under section 255 of the Tax Act or under other similar legislation (as applicable) requiring the Parent Guarantor (or any person on their behalf) to deduct from sums payable by it to a person under this deed an amount on account of any Taxes or other charges payable by the payee;

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(c) any Tax required to be deducted or withheld that would have been avoided had the relevant payee provided the Parent Guarantor with its name, address, Australian Business Number, Tax File Number, similar details or proof of other applicable exemptions or complied with any reasonably necessary procedural formalities required by a tax authority.

Government Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

GST means the goods and services tax levied under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Guaranteed Obligations means all debts and monetary liabilities of the Obligor to the Beneficiary under the Promissory Note, irrespective of whether the debts or liabilities:

(a) are present or future;

(b) are actual, prospective, contingent or otherwise;

(c) are at any time ascertained or unascertained;

(d) are owed or incurred by or on account of the Obligor alone, or severally or jointly with any other person or as a result of the assignment or transfer to the Beneficiary of any debt or liability of the Obligor (whether by way of assignment, transfer or otherwise);

(e) are owed to or incurred for the account of the Beneficiary alone, or severally or jointly with any other person;

(f) are owed to any other person as agent (whether disclosed or not) for or on behalf of the Beneficiary;

(g) are owed or incurred as principal, interest, fees, charges, Taxes, duties or other imposts, damages (whether for breach of contract or tort or incurred on any other ground), losses, costs or expenses, or on any other account; or

(h) comprise any combination of the above.

Ipso Facto Event means an Obligor is the subject of:

(a) an announcement, application, compromise, arrangement, managing controller or administration, as described in section 415D(1), 434J(1) or 451E(1) of the Corporations Act; or

(b) any process which under any law with a similar purpose may give rise to a stay on, or prevention of, the exercise of contractual rights.

Obligor means Vast Intermediate HoldCo Pty Ltd ACN 671 982 666.

Promissory Note means the promissory note issued by the Obligor to the Beneficiary (as Purchaser) in the principal amount of Promissory Note Purchase Price] pursuant to the document entitled “Note Purchase Agreement” dated on or about the date of this deed between the Parent Guarantor (for the purposes of clause 7 of that agreement), the Obligor and the Beneficiary.

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Promissory Note Purchase Price has the meaning given in document entitled “Note Purchase Agreement” dated on or about the date of this deed between the Parent Guarantor (for the purposes of clause 7 of that agreement), the Obligor and the Beneficiary.

Tax means any tax including GST, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Tax Act means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth) or the Taxation Administration Act 1953 (Cth), as the context requires.

US dollars and US$ means the lawful currency of the United States of America.

1.2 Interpretation

In this deed, the following rules of interpretation apply unless the contrary intention appears:

(a) headings are for convenience only and do not affect the interpretation of this deed.

(b) the singular includes the plural and vice versa.

(c) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

(d) the words 'such as', 'including', 'particularly' and similar expressions are not used as nor are intended to be interpreted as words of limitation.

(e) a reference to:

(i) a person or entity includes a natural person, partnership, joint venture, Government Agency, association, corporation or other body corporate;

(ii) a party means a party to this deed and includes its successors and permitted assigns;

(iii) a document includes all amendments or supplements to that document;

(iv) a reference to liquidation includes official management, appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or a similar procedure or, where applicable, changes in the constitution of any partnership or person, or death;

(v) guarantee means:

(A) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or

(B) any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

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(vi) a clause, term, party, schedule or attachment is a reference to a clause or term of, or party, schedule or attachment to this deed;

(vii) this deed includes all schedules and attachments to it; and

(viii) a monetary amount is in US dollars.

(f) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day.

(g) in determining the time of day where relevant to this deed, the relevant time of day is:

(i) for the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; or

(ii) for any other purpose under this deed, the time of day in the place where the party required to perform an obligation is located.

(h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this deed or any clause of it.

(i) where this deed confers any power or authority on a person that power or authority may be exercised by that person acting personally or through an agent or attorney.

1.3 Accounting Standards

Any accounting practice or concept relevant to this deed is to be construed or determined in accordance with the Accounting Standards.

2 Guarantee

2.1 Guarantee

The Parent Guarantor irrevocably and unconditionally:

(a) guarantees to the Beneficiary the due and punctual performance by the Obligor of all the Obligor's present and future obligations under and in connection with the Promissory Note if and when they become due and performable in accordance with the terms of the Promissory Note, including the payment of the Guaranteed Obligations due to the Beneficiary;

(b) undertakes with the Beneficiary that:

(i) whenever the Obligor does not pay any of the Guaranteed Obligations when due, the Parent Guarantor shall immediately on demand by the Beneficiary pay that amount as if it was the principal obligor; and

(ii) if an Ipso Facto Event is continuing, then immediately on demand by the Beneficiary, the Parent Guarantor shall pay an amount equal to all principal amounts outstanding, accrued (but unpaid) interest and any other amounts of Guaranteed Obligations referred to in section 7 (Event of Default) of the Promissory Note that are demanded by the Beneficiary as if the Parent Guarantor was the principal obligor; and

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(c) agrees with the Beneficiary that if any Guaranteed Obligation is or becomes irrecoverable, unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Beneficiary immediately on demand against any cost, expense, loss or liability it incurs as a result of the Parent Guarantor or the Obligor not paying any amount which would, but for such irrecoverability, unenforceability, invalidity or illegality, have been payable by it under the Promissory Note on the date when it would have been due. The amount of the cost, expense, loss or liability shall be equal to the amount which the Beneficiary would otherwise have been entitled to recover.

Each of paragraphs (a), (b)(i), (b)(ii) and (c) is a separate obligation. None is limited by reference to the other.

2.2 Continuing guarantee

This guarantee is a continuing obligation and will extend to the ultimate unpaid balance of sums payable by the Obligor under the Promissory Note, regardless of any intermediate payment or discharge in part.

2.3 Reinstatement

If any payment to or any discharge, release or arrangement given or entered into by the Beneficiary in respect of the Guaranteed Obligations is avoided or reduced for any reason (including, without limitation, as a result of insolvency, breach of fiduciary or statutory duties or any similar event) in whole or in part, then the liability of the Parent Guarantor under this clause 2 (Guarantee ) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

2.4 Waiver of defences

The obligations of the Parent Guarantor under this clause 2 (Guarantee ) will not be affected by an act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause 2 (Guarantee ) (without limitation and whether or not known to it or the Beneficiary) including:

(a) any time, waiver or other concession or consent granted to, or composition with, the Obligor or other person;

(b) any composition or arrangement with any creditor of the Obligor or other person;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, any person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Obligor or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of the Promissory Note or any other document including any change in the purpose of, any extension of or any increase in the principal amount outstanding under Promissory Note;

(f) any set off, combination of accounts or counterclaim;

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(g) any insolvency or similar proceedings; or

(h) this deed or the Promissory Note not being executed by or binding against the Obligor or any other party.

References in clause 2.1 (Guarantee ) to obligations of the Obligor or amounts due will include what would have been obligations or amounts due but for any of the above.

2.5 Immediate recourse

The Parent Guarantor waives any right it may have of first requiring the Beneficiary (or any trustee or agent on its behalf) to proceed against or enforce any other rights or claim payment from any person before claiming from the Parent Guarantor under this clause 2 (Guarantee ). This waiver applies irrespective of any law or any provision of the Promissory Note to the contrary.

2.6 Deferral of Parent Guarantor’s rights

Until all amounts which may be or become payable by the Obligor under or in connection with the Promissory Note have been irrevocably paid in full and unless the Beneficiary otherwise directs, the Parent Guarantor will not exercise any rights which it may have by reason of performance by it of its obligations under the Promissory Note or by reason of any amount being payable, or liability arising, under this clause 2 (Guarantee ):

(a) to be indemnified by the Obligor;

(b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary under the Promissory Note;

(c) to bring legal or other proceedings for an order requiring the Obligor to make any payment, or perform any obligation, in respect of which the Parent Guarantor has given a guarantee under clause 2 (Guarantee ); or

(d) to exercise any right of set-off against the Obligor; or

(e) to claim or prove as a creditor of the Obligor in competition with the Beneficiary; and/or

(f) in any form of administration of the Obligor (including liquidation) prove for or claim, or exercise any vote or other rights in respect of, any indebtedness of any nature owed to it by the Obligor.

2.7 Additional security

The guarantee granted under this clause 2 (Guarantee ) is in addition to and is not in any way prejudiced by any other guarantee now or subsequently held by the Beneficiary.

2.8 Certificates & determinations

Any certificate or determination by the Beneficiary of a rate or amount under the Promissory Note or this deed is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

2.9 No obligation to marshal

The Beneficiary is not required to marshal or to enforce or apply under or appropriate, recover or exercise:

(a) any security interest or guarantee held, at any time, by or on behalf of the Beneficiary; or

(b) any money or asset which the Beneficiary, at any time, holds or is entitled to receive.

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2.10 Limitation

Subject to clause 4 (Costs & Expenses), this deed shall in no event impose greater obligations or liabilities on the Parent Guarantor than are purported to be imposed on the Obligor under the Promissory Note.

3 Payments

3.1 Payments by Parent Guarantor

A payment by the Parent Guarantor to the Beneficiary under this deed must be made:

(a) in immediately available and freely transferable funds;

(b) in US dollars; and

(c) not later than 11.00am on the date that is ten (10) business days the date of the demand from the Beneficiary,

to the Beneficiary’s account specified by the Beneficiary to the Parent Guarantor or in any other manner as the Beneficiary directs from time to time.

3.2 Gross payments

Subject to clause 3.3 (Withholdings & deductions), the Parent Guarantor must pay amounts which are payable by it under this deed unconditionally and in full without:

(a) set-off or counter claim; or

(b) deduction or withholding for Tax or another reason, unless the deduction or withholding is required by applicable law.

3.3 Withholdings & deductions

If the Parent Guarantor is required to make a deduction or withholding for Tax (other than an Excluded Tax) from a payment to the Beneficiary, the Parent Guarantor must pay to the Beneficiary an additional amount to ensure that the Beneficiary receives when due a net amount that is equal to the full amount it would have received if a deduction or withholding had not been made.

4 Costs & Expenses

The Parent Guarantor must pay all reasonable costs and expenses (in the case of paragraph (a) below, to the extent reasonably incurred) of the Beneficiary in relation to the enforcement, protection or waiver, or attempted or contemplated enforcement or protection, of any rights under this deed, including:

(a) any administration costs of the Beneficiary in connection with the matters described in this clause; and

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(b) any legal costs and expenses and any professional consultant’s fees for any of the above on a full indemnity basis, including any reasonable legal costs and expenses.

5 Interest on overdue amounts

5.1 Payment of interest

(a) Subject to clause 5.1(b), the Parent Guarantor must pay interest:

(i) on any amount due and payable under this deed but unpaid; and

(ii) on any interest payable under this clause 5.

(b) Clause 5.1(a) does not apply to any amount due under this deed where interest continues to be payable by the Obligor on the corresponding part of the Guaranteed Obligation and accordingly forms part of the Guaranteed Obligation.

5.2 Accrual of interest

The interest payable under clause 5.1:

(a) accrues from day to day from and including the due date for payment up to the actual date of payment, before and, as an additional and independent obligation, after any judgment or other thing into which the liability to pay any amount under this deed becomes merged;

(b) is calculated on the basis of a 365 day year; and

(c) may be capitalised by the Beneficiary at quarterly intervals.

5.3 Rate of interest

The rate of interest payable under this clause 5 is the higher of:

(a) any rate specified in the Promissory Note;

(b) the rate fixed or payable under a judgment, decree or order in respect of the amount due.

6 Representations & Warranties

6.1 Representations & warranties

The Parent Guarantor represents and warrants to and for the benefit of the Beneficiary that each of the following is true as at the date of this deed:

(a) (Organisation; Status) it is a corporation, duly incorporated or registered and validly existing under the Corporations Act;

(b) (Corporate Power) it has the corporate power and authority to own its assets and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this deed;

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(c) (Authorisation) it has taken all action necessary for the authorisation, execution, delivery and performance of this deed. This deed, when executed and delivered by it, shall constitute valid and binding obligations of it, enforceable in accordance with its terms, except:

(i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors; and

(ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity;

(d) (No conflict) the execution and delivery of this deed by it, the performance by it of its obligations pursuant to this deed will not result in any violation of, or conflict with, constitute a default under, or a breach of (as applicable):

(i) its constitution or other organisational documents applicable to it; and

(ii) any law, regulation or Authorisation;

(e) (no immunity) it does not and its assets do not enjoy immunity from any suit or execution;

(f) (equal ranking) its monetary obligations under this deed rank at least equally and rateably with all other unsecured obligations of the Parent Guarantor except for obligations mandatorily preferred by law or arising in equity;

(g) (commercial benefit) the entry into and performance by it of its obligations under this deed is for its commercial benefit and is in its commercial interests; and

(h) (Government consents) no consent, approval or Authorisation of or designation, declaration or filing with any Government Agency on the part of it is required in connection with the valid execution and delivery of this deed, or the consummation of any other transaction contemplated by this deed.

6.2 Reliance by the Beneficiary

The Parent Guarantor acknowledges that the Beneficiary has entered into, and continues to provide financial accommodation in connection with, the Promissory Note and the Development Agreement in reliance on the representations and warranties given under this deed.

6.3 No reliance on the Beneficiary

The Parent Guarantor acknowledges that it has not entered into this deed in reliance on any representation, warranty, promise or statement of the Beneficiary or of any person on behalf of the Beneficiary.

7 Savings provisions

7.1 Continuing obligation

The guarantee and indemnity contained in this deed is a continuing obligation of the Parent Guarantor, despite:

(a) any settlement of account; or

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(b) the occurrence of any other thing,

and remains in full force and effect until all the Guaranteed Obligations and all other moneys owing by the Parent Guarantor under this deed, contingently or otherwise, have been paid or satisfied in full.

7.2 Principal and independent obligation

(a) Each obligation of the Parent Guarantor under this deed is:

(i) a principal obligation and is not to be treated as ancillary or collateral to any other right or obligation; and

(ii) independent of and not in substitution for or affected by any collateral security which the Beneficiary may hold from time to time in respect of the Guaranteed Obligations or any obligation of the Obligor or any other person.

(b) This deed is enforceable against the Parent Guarantor:

(i) without first having recourse to any collateral security;

(ii) whether or not the Beneficiary has:

(A) made demand upon any Obligor; or

(B) given notice to any Obligor or any other person in respect of any thing; or

(C) taken any other steps against any Obligor or any other person.

7.3 Suspense account

(a) Until all the Guaranteed Obligations have been irrevocably paid in full, the Beneficiary (or any trustee or agent on its behalf) may hold in an interest-bearing suspense account any moneys received from the Parent Guarantor, the Obligor, any other person in on account of the Guaranteed Obligations for as long as it sees fit and need not apply those moneys towards satisfying any Guaranteed Obligation.

(b) If the Guaranteed Obligations have been irrevocably paid in full (and such amounts are not liable to be set aside, avoided or reversed), then the balance standing to the credit of the suspense account (including accrued interest) will be paid to the person entitled to it and the Beneficiary will have no further liability in relation to it.

(c) The Beneficiary may apply the amounts referred to in paragraph (a) above in or towards satisfaction of the Guaranteed Obligations in such manner as it determines.

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8 General

8.1 Notices

(a) Any notice or other communication including any request, demand, consent or approval to or by a party must be in legible writing, signed by or on behalf of the person giving it and in English addressed to the party in accordance with its details set out as set out below or, in each case, as notified to the other party for the purpose of this clause:

Parent Guarantor
Address:	226-230 Liverpool Street Darlinghurst NSW 2010, Australia
Email:	alec.waugh@vast.energy
Attention:	Alec Waugh, General Counsel

Beneficiary
Address:	Level 26, 530 Collins St, Melbourne VIC 3000
Email:	David Griffin
Attention:	]David.griffin@edf.fr

(b) A notice or other communication under this deed is only effective if it is given in one of the following ways:

(i) sent by prepaid mail (by airmail, if the addressee is overseas) or delivered to that person's address;

(ii) given personally;

(iii) sent in electronic form (such as email), with the subject matter line of an email specifying the Obligor's name, the Parent Guarantor’s name, this document and a brief description of the subject matter of the communication and, for the purposes of this clause, communications sent by email will be taken to be signed by the named sender of the email; or

(iv) given in any other manner permitted by law.

(c) A notice, consent or other communication that complies with this clause is conclusively deemed to have been given and served:

(i) where delivered by hand, at the time of delivery;

(ii) where sent by email, at the time shown in the delivery confirmation report generated by the sender’s email system; and

(iii) where sent by post:

(A) if posted within Australia to an Australian address, 5 Business Days after posting; or

(B) in any other case, 10 Business Days after posting,

but if such delivery or receipt is on a day on which commercial premises are not generally open for business in the place of receipt or is later than 4.00 pm (local time) on any day, the notice will be deemed to have been given and served on the next day on which commercial premises are generally open for business in the place of receipt.

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8.2 Governing law and jurisdiction

The laws of New South Wales govern this deed. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

8.3 Invalidity & severance

(a) If a provision of this deed or a right or remedy of a party under this deed is invalid or unenforceable in a particular jurisdiction:

(i) it is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and

(ii) it does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.

(b) Any term of this deed which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of this deed is not affected.

(c) This clause is not limited by any other provision of this deed in relation to severability, prohibition or enforceability.

8.4 No assignment

(a) The Parent Guarantor may not assign or novate any of its rights and obligations under this deed without the prior written consent of the Beneficiary.

(b) The Beneficiary may not assign or novate any of its rights and obligations under this deed without the prior written consent of the Parent Guarantor.

8.5 Waiver

No waiver of a right or remedy under this deed is effective unless it is in writing and signed by the party granting it. It is only effective in the specific instance and for the specific purpose for which it is granted.

8.6 Variation

A variation of any term of this deed must be in writing and signed by the parties.

8.7 Cumulative rights

The rights and powers in this deed are cumulative and do not exclude any other right, power, authority, discretion or remedy of the Beneficiary.

8.8 Further assurances

Except as expressly provided in this deed, each party must, at its own expense, do all things reasonably necessary to give full effect to this deed and the matters contemplated by it.

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8.9 Survival & merger

(a) No term of this deed merges on completion of any transaction contemplated by this deed.

(b) The guarantee and each indemnity contained in this deed survives the termination of the Promissory Note.

(c) Clause 8.1 (Notices) survives termination or expiry of this deed together with any other term which by its nature is intended to do so.

8.10 Entire agreement

(a) This deed is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.

(b) Each party represents and warrants that it has not relied on any representations or warranties about the subject matter of this deed except as expressly provided in this deed.

8.11 Code of Banking Practice

The parties agree that the Code of Banking Practice does not apply to this deed or the transactions contemplated by this deed.

8.12 Attorneys

Each of the attorneys executing this deed states that the attorney has no notice of the revocation or suspension of the power of attorney appointing that attorney.

8.13 Counterparts

(a) The parties acknowledge and agree that:

(i) a party may sign this deed electronically and bind itself to this deed by executing in that manner; and

(ii) a party’s signature (whether affixed to this deed electronically or in handwriting) may be witnessed remotely in accordance with any applicable laws.

(b) A party whose signature appears in this deed (whether affixed electronically or in handwriting) acknowledges that it is their signature and that such party affixed (or expressly authorised the affixing of) their signature to this deed.

(c) This deed may be executed in any number of counterparts, each of which:

(i) may be executed electronically or in handwriting; and

(ii) will be deemed an original whether kept in electronic or paper form, and all of which taken together will constitute one and the same document.

Without limiting the foregoing, if the signatures of, or on behalf of, one party are on more than one copy of this deed, this shall be taken to be the same as, and have the same effect as, if all of those signatures were on the same counterpart of this deed and the parties acknowledge that each such copy executed by a company registered under the Corporations Act will have been executed in a manner consistent with section 127 of the Corporations Act.

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(d) If this deed is signed electronically, the parties’ intention is to print this deed out after all parties that have signed electronically have done so, so that where a party prints it out, the first print-out by that party after all signatories who have signed electronically have done so will also be an executed original counterpart of this deed.

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Execution page

Executed as a deed.

Parent Guarantor

Signed, sealed and delivered by Vast Renewables Limited (ACN 136 258 574) in accordance with section 127 of the Corporations Act 2001 (Cth) by:
/s/ Colin Richardson	/s/ Craig Wood
Signature of director	Signature of director/secretary
Colin Richardson	Craig Wood
Name of director (print)	Name of director/secretary (print)

[The remainder of this page is intentionally left blank]

Gilbert + Tobin Execution Page – Parent Company Guarantee

Beneficiary

Signed, sealed and delivered for EDF Australia Pacific Pty Ltd (ACN 664 931 079) by its duly authorised officer, in the presence of:
/s/ Trent Wedding	/s/ James Katsikas
Signature of witness	Signature of officer
Trent Wedding	James Katsikas
Name of witness	Name of officer

Gilbert + Tobin Execution Page – Parent Company Guarantee

EX-4.63

Exhibit 4.63

Execution Version

Loan Agreement

Dated 8 December 2023

Vast Renewables Limited (ACN 136 258 574) ("Borrower")

Nabors Lux 2 S.a.r.l. ("Lender")

King & Wood Mallesons
Level 61
Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia
T +61 2 9296 2000
F +61 2 9296 3999
DX 113 Sydney
www.kwm.com

Loan Agreement
Contents

Details		1
General terms		2
1	Definitions and interpretation	2
1.1	Definitions	2
1.2	General interpretation	7
2	Loan	8
2.1	Requesting a drawdown	8
2.2	Lender to fund	8
2.3	Use of proceeds	9
3	Conditions precedent to the Loan	9
3.1	Conditions to drawdown	9
4	Repaying and early repayment	10
4.1	Repayment	10
4.2	Mandatory repayment	10
4.3	Voluntary prepayment	10
5	Interest	10
6	Payments	10
6.1	Manner of payments	10
6.2	Withholding tax	11
6.3	Restrictions	11
7	Representations and warranties	11
7.1	Representations and warranties	11
7.2	Repetition of representations and warranties	12
7.3	Reliance	12
8	Undertakings	12
8.1	General undertakings	12
9	Default	13
9.1	Events of Default	13
9.2	Consequences of default	14
10	Costs and indemnities	14
10.1	Costs	14
10.2	Indemnities	15
11	Notices and other communications	15
11.1	Form	15
11.2	Delivery	15
11.3	When effective	16
11.4	When taken to be received	16

11.5	Receipt outside business hours	16
12	Assignment or other dealings	16
12.1	Assignment by the Borrower	16
12.2	Assignment by the Lender	16
13	General	16
13.1	Prompt performance	16
13.2	Certificates	17
13.3	Discretion in exercising rights	17
13.4	Partial exercising of rights	17
13.5	Conditions of consents, approvals or waivers	17
13.6	Remedies cumulative	17
13.7	Indemnities and reimbursement obligations	17
13.8	Supervening law	17
13.9	Variation and waiver	17
13.10	Counterparts	18
13.11	Governing law	18
Schedule 1    Verification Certificate		19
Schedule 2    Drawdown Notice		20
Schedule 3    Equity Securities		21
Signing page		22

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Loan Agreement

Details

Date

Parties	Borrower and Lender
Borrower	Name	Vast Renewables Limited
	ACN	136 258 574
	Address	226-230 Liverpool Street, Darlinghurst NSW 2010, Australia
	Email	alec.waugh@vastsolar.com
	Attention	Alec Waugh
Lender	Name	Nabors Lux 2 S.a.r.I.
	Formed in	Luxembourg
	Address	8-10 Avenue de la Gare, Grand-Duchy of Luxembourg, R.C.S. Luxembourg B 154.034
	Email	general.counsel@nabors.com
	Attention	General Counsel

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Loan Agreement

General terms

1 Definitions and interpretation

1.1 Definitions

Unless the contrary intention appears, these meanings apply:

"Additional Investors" means any person that provides capital to Borrower in exchange for debt or equity securities issued by Borrower or one of its Subsidiaries (each, an "Additional Investment"); provided, that any capital provided by any of the Restricted Parties in exchange for debt or equity securities issued by Borrower or one of its subsidiaries shall not constitute an Additional Investment nor shall any such investor constitute an Additional Investor.

"Advance" means each amount advanced to the Borrower by the Lender under clause 2.

"Anti-Corruption Laws" means any anti-bribery or anti-corruption laws (including laws that prohibit the corrupt payment, giving, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Government Official, commercial entity or any other person to obtain a business advantage) applicable to the Borrower and its operations from time to time, including without limitation (i) the U.S. Foreign Corrupt Practices Act of 1977, (ii) the UK Bribery Act of 2010, (iii) any legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and (iv) any similar laws in any other jurisdiction in which the Borrower operates, in each case as amended from time to time.

"Anti-Money Laundering Laws" means any anti-money laundering-related laws and codes of practice applicable to the Borrower and its operations from time to time, including without limitation (i) the EU Anti-Money Laundering Directives and any laws, decrees, administrative orders, circulars, or instructions implementing or interpreting the same, and (ii) the applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970.

"Availability Period" means the period from 2 January 2024 until the Maturity Date.

"Business Combination Agreement" means the Business Combination Agreement, dated 14 February 2023, between, among others, the Borrower, the Lender and SPAC (as amended from time to time).

"Business Day" means a day on which banks are open for general banking business in Sydney, Australia, Luxembourg, Bermuda and Delaware (not being a Saturday, Sunday or public holiday in any of those places).

"Canberra" means CT Investments Group Pty Limited.

"Canberra Subscription Agreement" means the equity subscription agreement between the Borrower and Canberra dated 18 September 2023.

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"Change of Control" has the meaning given to it in the Business Combination Agreement.

"Closing" has the meaning given to it in the EDF Facility Agreement. "Closing Date" has the meaning given to it in the EDF Facility Agreement. "Control" of an entity includes the power to directly or indirectly:

(a)      determine the management or policies of the entity;

(b)      control more than one half of the membership of the board or other governing body of the entity; or

(c)       control the casting of more than one half of the maximum number of votes that may be cast at a general meeting of the entity,

regardless of whether the power is in writing or not, enforceable or unenforceable, expressed or implied, formal or informal or arises by means of trusts, agreements, arrangements, understandings, practices or otherwise.

"Controller" has the meaning it has in the Corporations Act. "Corporations Act" means the Corporations Act 2001 (Cth).

"Costs" includes costs, charges and expenses, including those incurred in connection with advisers and any legal costs on a full indemnity basis.

"Details" means the section of this document headed "Details".

"Drawdown Date" means the date that an Advance is advanced, or is to be advanced, by the Lender to the Borrower under this document.

"Drawdown Notice" means a completed notice substantially in the form set out in Schedule 2 ("Drawdown Notice").

"EDF" means EDF Australia Pacific Pty Ltd (ACN 664 931 079).

"EDF Facility Agreement" means the note purchase agreement dated 7 December 2023 (as amended from time to time) between the Borrower, HoldCo and EDF.

"Effective Date" means the date hereof.

"Exempt Issuance" means the issuance of (a) any securities of the Borrower to employees, officers or directors, consultants, contractors, vendors or other agents of the Borrower pursuant to any compensatory stock or option plan duly adopted for such purpose, for services rendered to the Borrower, (b) (i) equity interests or debt securities issued or issuable pursuant to agreements existing as of the date hereof and listed on Schedule 3 hereto, and (ii) equity interest or debt securities issued or issuable upon the exercise or exchange of or conversion of any equity interests or debt securities issued or issuable pursuant to agreements existing as of the date hereof and listed on Schedule 3 hereto, provided that such agreements, equity interests and/or debt securities have not been amended since the date hereof to increase the number of such equity interests or debt securities or to decrease the exercise price, exchange price or conversion price of such equity interests or debt securities (other than in connection with stock splits or combinations) or to extend the term of such equity interests or debt securities and (c) securities issued pursuant to any bona fide merger or acquisition with an unrelated third party that is not a shareholder of the Borrower or an affiliate of any shareholder of the Borrower that is approved by a majority of the directors of the Borrower, provided that such securities are issued as "restricted securities" (as defined in Rule 144) and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Borrower and shall provide to the Borrower additional benefits in addition to the investment of funds, but any such Exempt Issuance shall not include a transaction in which the Borrower is issuing securities (i) primarily for the purpose of raising capital, including an at-the-market offering or (ii) to an entity whose primary business is investing in securities.

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"Event of Default" means an event or circumstances so described in clause 9.1.

"Facility" means the loan facility made available under this document.

"Financial Indebtedness" means any indebtedness in respect of moneys borrowed or raised or any financial accommodation including, without limitation, under or in respect of any:

(a)      loan, note, bond, debenture, or similar instrument;

(b)      credit, acceptance, endorsement, or discounting arrangement; or

(c)      guarantee or indemnity or facility in respect of any moneys borrowed or raised or any financial accommodation.

"Finance Documents" mean:

(a)      this document;

(b)      any other document designated as a "Finance Document" by the Borrower and the Lender; and

(c)      any document or agreement that amends, supplements, replaces or novates any of the above.

"Government" or "Governmental Authority" means: (a) any supranational, national, state, city, municipal, county or local government, governmental authority or political subdivision thereof; (b) any agency or instrumentality of any of the authorities referred to in (a) above; (c) any regulatory or administrative authority, body or other similar organization, to the extent that the rules, regulations, standards, requirements, procedures or orders of such authority, body or other organization have the force of law; (d) any court or tribunal having jurisdiction; or (e) the governing body of any stock exchange(s).

"Government Official" means any officer, employee or other person acting in an official capacity on behalf of (a) any Governmental Authority or any department or agency of a Government, including elected officials, judicial officials, civil servants and military personnel, children, spouses, siblings or parents of a Government Official; (b) any public international organization, such as the World Bank; (c) any company, business or instrumentality that is owned or controlled by a Governmental Authority; and (d) any political party, as well as candidates for political office.

"HoldCo" means Vast Intermediate HoldCo Pty Ltd (ACN 671 982 666). "Group" means the Borrower and each of its Subsidiaries from time to time.

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"Group Member" means a member of the Group.

"indebtedness" includes any obligation or liability (whether incurred as principal or as surety or otherwise) for the payment or repayment of money, whether present or future, actual or contingent.

A person is "Insolvent" if:

(a) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or

(b) it is in liquidation, in provisional liquidation, under administration or wound up; or

(c) a Controller, liquidator, provisional or interim liquidator, receiver, receiver and manager or administrator or analogous person is appointed in respect of that person or any of its assets; or

(d) it is subject to any arrangement (including a deed of company arrangement or scheme of arrangement), assignment, moratorium, or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Lender); or

(e) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 14 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of the things described in any of the above paragraphs; or

(f) it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand; or

(g) it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which the Lender reasonably deduces it is so subject); or

(h) it is otherwise unable to pay its debts when they fall due; or

(i) something having a substantially similar effect to (a) to (h) happens in connection with that person under the law of any jurisdiction.

"Investment" means with respect to the Borrower, all investments by the Borrower in other persons (including affiliates) in the form of loans (including guarantees), advances, or capital contributions, acquisition by such person of all or substantially all of the assets of another person, or of any business or division of any person, including without limitation, by way of merger, consolidation or other combination, or purchases or other acquisitions for consideration of indebtedness, capital stock or other securities issued by any other person.

"Loan" means the aggregate US dollar amount advanced to the Borrower by the Lender under clause 2 outstanding from time to time.

"Loan Amount" means up to the sum of US$5,000,000 minus:

(a) the amount above US$25,000,000 from capital raised (on a net basis) post-Closing; and

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(b) the excess (if any) of (a)(i) the amount of Additional Investment plus (ii) the balance of the cash remaining in the Trust Account after giving effect to the Redemption Rights of the SPAC's public stockholders other than the Restricted Parties over $10,000,000.

The Loan Amount shall be no more than US$5,000,000 and no less than US$0. Notwithstanding anything herein to the contrary, to the extent that the aggregate amount of cash (i) remaining in the Trust Account as a result of an election by Canberra not to exercise Redemption Rights and (ii) provided to Borrower by Canberra in exchange for debt or equity securities issued by Borrower or one of its Subsidiaries together exceeds the aggregate amount that Canberra is required to fund to Borrower, directly or indirectly, pursuant to that certain Canberra Subscription Agreement (the "Canberra Funding Baseline"), then Canberra shall not be a Restricted Party solely to the extent of such excess, it being the intent of the parties that any cash directly or indirectly provided by Canberra to Borrower in excess of the Canberra Funding Baseline shall reduce the Loan Amount hereunder.

"Maturity" or "Maturity Date" means the fifth anniversary of the date of this document.

"Potential Event of Default" means an event which, with the giving of notice, lapse of time or fulfilment of any condition, would become an Event of Default.

"Promissory Note" means that certain Promissory note for EURO10,000,000, issued as of the Closing Date, by Vast Intermediate HoldCo Pty LTD to EDF.

"Purchaser" has the meaning given to it in the EDF Facility Agreement.

"Redemption Rights" has the meaning given to it in the Business Combination Agreement.

"Restricted Parties" means Lender, AgCentral, EDF (with regard to any investment made by EDF at Closing) and, subject to the last sentence in the definition of "Loan Amount," Canberra.

"Sanctioned Person" means (a) any person that is the subject or target of Sanctions (including but not limited to any person that is designated on the list of "Specially Designated Nationals and Blocked Persons" administered by the U.S. Treasury Department's Office of Foreign Assets Control, or on any list of any economic or financial sanctions administered by the U.S. State Department, the United Nations, the European Union or any member state thereof, the United Kingdom, or any similar list maintained by, or public announcement of Sanctions designation made by, any applicable national economic sanctions authority), (b) any government, national, or resident of, or legal entity located in or organized under, the laws of a country or territory which is the subject of country- or territory-wide Sanctions (including without limitation Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine), (c) any person who is owned 50% (fifty percent) or more, or Controlled, by any of the foregoing or (d) any person with whom business transactions, including exports and re-exports, would violate Sanctions.

"Sanctions" means all trade, economic and financial sanctions laws administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of Treasury, Office of Foreign Assets Control and the United States Department of State), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) the United Kingdom (including without limitation His Majesty's Treasury), or (v) any other similar Governmental Authority with regulatory authority over Borrower from time to time".

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"SPAC" means Nabors Energy Transition Corp.

"Subsidiary" has the meaning given in section 9 of the Corporations Act, but on the basis that a trust or other entity may be a subsidiary (and an entity may be a subsidiary of a trust or other entity) if it would have been a "subsidiary" under the meaning given to that term in the Corporations Act if that trust or other entity were a body corporate or corporation (and, for these purposes, a unit or other beneficial, equity or ownership interest in a trust or other entity is to be regarded as a share).

"Taxes" means taxes, levies, imposts, charges and duties (including stamp and transaction duties) paid, payable or assessed as being payable by any authority together with any fines, penalties and interest in connection with them, except if imposed on, or calculated having regard to, the net income of the Lender.

"Trust Account" has the meaning given to it in the Business Combination Agreement.

"Unrestricted Cash" means any cash which the Borrower or any of its Subsidiaries is free to use and distribute and which is not subject to restrictions or limitations on use or distribution pursuant to law, contract (including the Promissory Note) or otherwise.

1.2 General interpretation

Headings are for convenience only and do not affect interpretation. Unless the contrary intention appears, in this document:

(a) labels used for definitions are for convenience only and do not affect interpretation;

(b) the singular includes the plural and vice versa;

(c) a reference to a document includes any agreement or other legally enforceable arrangement created by it (whether the document is in the form of an agreement, deed or otherwise);

(d) a reference to a document also includes any variation, replacement or novation of it;

(e)	the meaning of general words is not limited by specific examples introduced by "including", "for example", "such as" or similar expressions;
	a reference to "person" includes an individual, a body corporate, a partnership, a joint venture, an unincorporated association and an authority or any other entity or organisation;

(g) a reference to a particular person includes the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(h) a reference to a time of day is a reference to Sydney time;

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(i)	a reference to dollars, $ or A$ is a reference to the currency of Australia and references to US$, USD US dollar denotes the lawful currency of the United States of America;
	a reference to "law" includes common law, principles of equity and legislation (including regulations);

(k) a reference to any legislation includes regulations under it and any consolidations, amendments, re-enactments or replacements of any of them;

(I) a reference to "regulations" includes instruments of a legislative character under legislation (such as regulations, rules, by-laws, ordinances and proclamations);

(m) an agreement, representation or warranty in favour of 2 or more persons is for the benefit of them jointly and each of them individually;

(n) an agreement, representation or warranty by 2 or more persons binds them jointly and each of them individually;

(o) a reference to a group of persons is a reference to any 2 or more of them jointly and to each of them individually;

(p) an Event of Default or Potential Event of Default is "continuing" if it has occurred and has not been waived in writing by the Lender or remedied to the satisfaction of the Lender;

(q) a reference to any thing (including an amount) is a reference to the whole and each part of it; and

(r) a reference to "property" or "asset" includes any present or future, real or personal, tangible or intangible property, asset or undertaking and any right, interest or benefit under or arising from it.

2 Loan

2.1 Requesting a drawdown

(a) The Borrower may give a Drawdown Notice to the Lender requesting an Advance under this document during the Availability Period.

(b) A Drawdown Notice must be given at least 5 Business Days prior to the proposed Drawdown Date.

(c) The amount of the proposed drawing must be no more than the aggregate principal amount of the Loan Amount and must be a minimum amount of US$2,500,000 or, if less, the Loan Amount.

2.2	Lender to fund
	On receipt of a Drawdown Notice under clause 2.1 ("Requesting a drawdown"), the Lender must advance such an amount to the Borrower on the Drawdown Date if the conditions in clause 3.1 have been met prior to the proposed Drawdown Date.

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2.3	Use of proceeds
	The Borrower acknowledges that it must use the Advance to ensure that HoldCo fulfils is obligations under the EDF Facility Agreement and in accordance with clause 4 of the Promissory Note and for any other reasonable purpose in furtherance of the Borrower's corporate activities.

3 Conditions precedent to the Loan

3.1	Conditions to drawdown
	The Lender is only required to provide an Advance if it has received in form and substance satisfactory to the Lender (in its sole discretion):

(a) (Finance Documents) each Finance Document duly executed by the Borrower;

(b) (Business Combination Agreement) written confirmation that closing under the Business Combination Agreement has occurred;

(c) (verification certificate) a verification certificate signed by a director of the Borrower substantially in the form set out in Schedule 1 (Verification Certificate), with the attachments to include:

(i) (constitutional documents) a copy of the constitution and certificate of incorporation of the Borrower;

(ii) (board authorisations) extracts of resolutions of the board of directors of the Borrower:

(A) approving the terms of and the transactions contemplated by, and resolving to execute, each Finance Document;

(B) authorising a specified person or persons to execute each Finance Document on its behalf; and

(C) authorising a specified person or persons, on its behalf, as authorised signatories to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents;

(d) (other) all documents and other information the Lender reasonably requests (including to complete any KYC or other regulatory checks);

(e) (Event of Default) no Event of Default is continuing;

(f) (representations and warranties) the Borrower's representations and warranties are true and accurate in all material aspects; and

(g) (cash condition) evidence that the amount of Unrestricted Cash (prior to giving effect to the Advance) is less than US$2,500,000.

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4 Repaying and early repayment

4.1	Repayment
	The Borrower must repay the Loan on the earlier of the:

(a) Maturity Date; or

(b) the completion or closing of a Change of Control.

4.2

Mandatory repayment

At any time following the date of the first drawdown, the Borrower must immediately repay all or a portion of the Loan in the same amount as any capital raised (on a net basis) post-Closing above the aggregate value of US$25,000,000, including the net proceeds of any issuance of debt or equity securities. Amounts raised from the following cannot be applied towards repayments under this clause 4.2(b): (i) any loans or any moneys borrowed or raised from bank debt or (ii) any amounts raised from an Exempt Issuance or (iii) any amounts raised from a Restricted Party.

4.3	Voluntary prepayment
	The Borrower may repay the Loan at any time prior to the Maturity Date provided the Borrower provides 5 Business Days' (or such shorter period as the Lender may agree) prior written notice to the Lender. Any voluntary prepayment of the Loan shall be a minimum amount of US$500,000 unless otherwise agreed between the parties.

5	Interest
	The parties agree that no interest is payable on the Loan.

6 Payments

6.1	Manner of payments
	The Borrower agrees to make payments (including by way of reimbursement) under this document:

(a) on the due date (or, if that is not a Business Day, on the previous Business Day);

(b) not later than 1:00pm (or such later time agreed by the Lender) in the place for payment;

(c) in US dollars in immediately available funds;

(d) in full without set-off or counterclaim and without any deduction or withholding in respect of Taxes unless prohibited by law; and

(e)	to the Lender by payment into the account nominated by the Lender, or by payment as the Lender otherwise directs.
The Borrower satisfies a payment obligation only when the Lender or the person to whom it has directed payment receives the amount.

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6.2	Withholding tax
	If a law requires the Borrower to deduct or withhold an amount in respect of Taxes from a payment by the Borrower under this document, then:

(a) the Borrower agrees to deduct or withhold the amount for the Taxes (and any further deduction applicable to any additional amount due under clause 6.2(c));

(b) the Borrower agrees to pay an amount equal to the amount deducted or withheld to the relevant authority in accordance with applicable law and give the original receipts to the Lender; and

(c) the Borrower agrees to pay an additional amount so that, after making the deduction or withholding and further deductions applicable to additional amounts payable under this clause, the Lender is entitled to receive (at the time the payment is due) the amount it would have received if no deductions or withholdings had been required.

6.3	Restrictions
	The Borrower may not reborrow any part of the Loan which is repaid or prepaid.

7 Representations and warranties

7.1	Representations and warranties
	The Borrower represents and warrants that, at the date of this document:

(a) (power) it has full legal capacity to enter into and perform the obligations under the Finance Documents to which it is a party and to comply with its obligations under those Finance Documents;

(b) (authorisations) it has in full force and effect the authorisations necessary for it to enter into the Finance Documents to which it is a party, to comply with its obligations and exercise its rights under those Finance Documents and to allow them to be enforced;

(c) (status) it has been incorporated or formed in accordance with laws of its place of incorporation or formation, is validly existing under those laws and has power and authority to own its assets and carry on its business as it is now being conducted;

(d) (validity of obligations) its obligations under the Finance Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms subject to any stamping and registration requirements, applicable equitable principles and laws generally affecting creditors' rights;

(e) (benefit) it benefits by entering into the Finance Documents;

(f) (no contravention) the Finance Documents and the performance by the Borrower of its obligations under the Finance Documents to which it is a party does not contravene any law or regulation by which it is bound or cause a default or breach of contract under any agreement, undertaking or other obligation by which it is bound;

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(g) (no immunity) neither it nor its assets have immunity from the jurisdiction of a court or from legal process;

(h) (Event of Default) no Event of Default is continuing;

(i) (full disclosure) it has disclosed in writing to the Lender all documents and other information relating to it, this document and anything in connection with them, which a reasonable person in the Borrower's position would consider material to the Lender's decision to enter into the Finance Documents;

(j) (documents and information) all documents and information given to the Lender by or on behalf of the Borrower in connection with the Finance Documents or any transaction in connection with them are complete and not misleading or deceptive, in any material respect (including by omission) as at the date they are given or as at their stated date;

(k) (solvency) it is solvent, and will not become Insolvent by entering into any Finance Documents and performing its obligations under them; and

(I) (Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions)

(i) it is not involved in any pending or threatened litigation, arbitration, action, suit, proceedings, investigations or inquiries by any governmental entity involving possible non-compliance with any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions; and

(ii) it is (A) not a Sanctioned Person or (B) not conducting or has not agreed to conduct any dealings or transaction with or for the benefit of any Sanctioned Person or in violation of Sanctions.

7.2	Repetition of representations and warranties
	The representations and warranties in this clause 7 are taken to be also made (by reference to the then current circumstances) on the date on which the Loan is made under this document and on the date of each Advance.

7.3	Reliance
	The Borrower acknowledges that the Lender has entered into the Finance Documents in reliance on the representations and warranties in this clause.

8 Undertakings

8.1	General undertakings
	The Borrower undertakes:

(a) (notify details of Event of Default or Potential Event of Default) if an Event of Default or Potential Event of Default occurs, to notify the Lender giving full details of the event and any step taken or proposed to remedy it;

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(b) (information) to give the Lender any document or other information that the Lender reasonably requests from time to time; (no dividend/share buybacks) it will not declare or issue any dividend or other distribution or repurchase any equity securities, other than as required pursuant to agreements existing as of the date hereof and listed on Schedule 3 hereto or with the written consent of the Lender;

(c) (security) it will not create or permit to exist any mortgage, charge, pledge, lien or other security interest over any of its property or assets, other than as permitted pursuant to agreements existing as of the date hereof, in the ordinary course of business or with the prior written consent of Nabors; and

(d) (investments) it will not make any Investments, other than as permitted pursuant to agreements existing as of the date hereof hereto or with the prior written consent of Nabors.

9 Default

9.1	Events of Default
	Each of the following is an Event of Default:

(a) (non-payment) the Borrower does not pay when due any amount payable by it under a Finance Document to which it is a party in the manner required under it;

(b) (misrepresentation) a material representation, or warranty or statement made or taken to be made by or on behalf of the Borrower in connection with the Finance Documents (to which it is a party) is incorrect or misleading in a material respect when made or taken to be made. No Event of Default under this paragraph will occur in relation to a representation deemed to be made under this agreement or any other Finance Document being incorrect or misleading if it is capable of remedy and is remedied within 20 Business Days of the Lender giving notice to the Borrower, or the Borrower becoming aware of it (whichever is first);

(c) (non-compliance with other obligations) the Borrower does not comply with any other obligation under a Finance Document to which it is a party. No Event of Default under this paragraph will occur in relation to a failure which is capable of remedy and is remedied within 20 Business Days of the Lender giving notice to the Borrower, or the Borrower becoming aware of it (whichever is first);

(d) (voidable document) a Finance Documents or a transaction in connection with them is or becomes (or is claimed to be by any party other than the Lender) wholly or partly void, voidable or unenforceable in any material respect;

(e) (repudiation) any party other than the Lender rescinds or repudiates a Finance Document or attempts or takes any step to do so;

(f) (unlawful) it is or becomes unlawful for any party other than the Lender to comply with any of its obligations under the Finance Documents;

(g) (insolvency) the Borrower or any of its Subsidiaries becomes Insolvent;

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(h) (creditors' process) any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of the Borrower or any of its Subsidiaries; or

(i) (cross default):

(i) an "Event of Default" occurs under (and as defined in) any EDF Finance Document;

(ii) any Financial Indebtedness of the Borrower is not paid when due further at maturity by acceleration or otherwise nor within any originally applicable grace period;

(iii)	any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default or review event (however described);
No Event of Default will occur under paragraph (i)(ii) and paragraph (i)(iii) if:

(iv) the aggregate amount of the Financial Indebtedness is less than US$2,500,000 (or its equivalent); or

(v) such Financial Indebtedness is owed by one Group Member to another Group Member.

9.2 Consequences of default

(a) If an Event of Default occurs, then the Lender may declare at any time by notice to the Borrower that:

(i) an amount equal to the Loan, interest on it and all other amounts which are then due for payment or which will or may become due for payment under the Finance Documents is either:

(A) payable on demand; or

(B) immediately due for payment;

(ii)	the Lender's obligations specified in the notice are terminated.
The Lender may make either or both of these declarations. The making of either of them gives immediate effect to its provisions.

(b) If an Event of Default occurs, the Lender may exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

10 Costs and indemnities

10.1	Costs
	The Borrower agrees, within 5 Business Days of demand, to pay or reimburse the Lender for its reasonable Costs in connection with:

(a) (taxes) all stamp duty, registration fees and similar Taxes or fees payable or assessed as being payable in connection with a Finance Document or any other transaction contemplated by a Finance Document (including any fees, fines, penalties and interest in connection with any of those amounts); and

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(b) (enforcement) exercising, enforcing or preserving rights, powers or remedies (or considering doing so) in connection with the Finance Documents.

10.2	Indemnities
	The Borrower agrees, within 3 Business Days of written demand, to indemnify the Lender against, and to reimburse and compensate it for, any liability or loss arising from, and any reasonable Costs incurred in connection with:

(a) an Event of Default;

(b)

the Lender exercising, enforcing or preserving its rights, powers or remedies in connection with the Finance Documents.

The amounts payable under this clause include any liability or loss and any Costs of the kind referred to in this indemnity incurred by the Lender's officers, employees, agents or contractors or any attorney. The amounts payable under this clause exclude any liability, loss or Costs which arise as a result of the Lender's gross negligence or wilful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgement.

11 Notices and other communications

11.1

Form

Unless this document expressly states otherwise, all notices, demands, certificates, consents, approvals, waivers and other communications in connection with this document must be in writing and signed by the sender (if an individual) or an authorised signatory of the sender. All communications (other than email communications) must also be marked for the attention of the person referred to in the Details (or, if the recipient has notified otherwise, then marked for attention in the way last notified). Email communications must state the first and last name of the sender and are taken to be signed by the named sender.

11.2	Delivery
	Communications must be:

(a) left at the address referred to in the Details;

(b) sent by post (airmail if appropriate) to the address referred to in the Details; or

(c)	sent by email to the address referred to in the Details.
If the intended recipient has notified changed contact details then communications must be sent to the changed contact details.

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11.3	When effective
	Communications take effect from the time they are received or taken to be received under clause 11.4 (whichever happens first) unless a later time is specified in the communication.

11.4	When taken to be received
	Communications are taken to be received:

(a) if sent by post, 6 Business Days after posting (or 10 days after posting if sent from one country to another); or

(b) if sent by email:

(i) when the sender receives an automated message confirming delivery; or

(ii)	4 hours after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that delivery failed,
whichever happens first.

11.5

Receipt outside business hours

Despite anything else in this clause 11, if communications are received or taken to be received under clause 11.4 after 5:00pm on a Business Day or on a non-Business Day, they are taken to be received at 9:00am on the next Business Day. For the purposes of this clause, the place in the definition of Business Day is taken to be the place specified in the Details as the address of the recipient and the time of receipt is the time in that place.

12 Assignment or other dealings

12.1	Assignment by the Borrower
	The Borrower may not assign or otherwise deal with its rights under this document or allow any interest in them to arise or be varied without the Lender's consent.

12.2	Assignment by the Lender
	The Lender may assign or otherwise deal with its rights under this document without the consent of the Borrower.

13 General

13.1	Prompt performance
	The Borrower agrees to perform its obligations under the Finance Documents promptly unless a specific time for performance is expressly stated in the Finance Documents. Time is of the essence in this document in respect of an obligation of the Borrower to pay money.

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13.2	Certificates
	The Lender may give to the Borrower a certificate about an amount payable or other matter in connection with the Finance Documents. The certificate is sufficient evidence of the amount or matter, unless it is proved to be incorrect.

13.3	Discretion in exercising rights
	The Lender may exercise a right, power or remedy or give or refuse its consent, approval or waiver in connection with this document in its absolute discretion (including by imposing conditions).

13.4	Partial exercising of rights
	If the Lender does not exercise a right, power or remedy in connection with this document fully or at a given time, the Lender may still exercise it later.

13.5	Conditions of consents, approvals or waivers
	The Borrower agrees to comply with all conditions in any consent, approval or waiver the Lender gives in connection with the Finance Documents.

13.6	Remedies cumulative
	The Lender's rights, powers and remedies in connection with this document are in addition to other rights, powers and remedies given in any other document or by law independently of this document.

13.7	Indemnities and reimbursement obligations
	Any indemnity, reimbursement, payment or similar obligation in this document:

(a) is a continuing obligation despite the satisfaction of any payment or other obligation in connection with this document, any settlement or any other thing;

(b) is independent of any other obligations under this document or any other document; and

(c)	continues after this document or any obligation under it ends.
It is not necessary for the Lender to incur expense or make payment before enforcing a right of indemnity under this document.

13.8	Supervening law
	Any present or future legislation which operates to vary the obligations of the Borrower in connection with this document with the result that the Lender's rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

13.9	Variation and waiver
	A provision of this document, or right, power or remedy created under it, may not be varied or waived except in writing signed by the party or parties to be bound.

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13.10	Counterparts
	This document may be executed in any number of counterparts, each of which:

(a) may be executed electronically or in handwriting; and

(b)	will be deemed an original whether kept in electronic or paper form, and all of which taken together will constitute one and the same document.
Without limiting the foregoing, if the signatures on behalf of one party are on more than one copy of this document, this shall be taken to be the same as, and have the same effect as, if all of those signatures were on the same counterpart of this document.

13.11 Governing law

(a) This document is governed by the laws of New South Wales.

(b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales

EXECUTED as an agreement

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Schedule 1        Verification Certificate

From:   Vast Renewables Limited (ACN 136 258 574) ("Borrower")

To:        Nabors Lux 2 S.a.r.l. ("Lender")

Dated:

Loan Agreement dated [] 2023 (the "Agreement")

___________________________________, am a Director of the Borrower and am authorised to execute this Certificate in the name of the Borrower.

Words defined in this Certificate have the same meaning as in the Agreement, unless the context otherwise requires.

I hereby certify, on behalf of the Borrower, as follows.

1. Constitution

The copy of the constitution and certificate of registration of the Borrower attached to this Certificate and marked "A" are true, complete and up to date as at the date of this Certificate.

2. Extracts of Written Resolutions / Minutes of Board Meeting

Attached are extracts of the written resolutions of the board of directors of the

Borrower on__________________         (marked "B"): (the "Resolutions")

(a) approving the terms of, and the transactions contemplated by the Finance Documents and resolving that it execute such documents;

(b)	authorising a specified person or persons to execute the Finance Documents on its behalf.
The resolutions set out in the Resolutions were duly approved, remain in full force and effect and have not been rescinded, amended, modified or revoked.

3.	Confirmation
	I confirm that:

(a) the Borrower is not Insolvent;

(b) the entry into and performance of Finance Documents or any related document and effecting the transactions under them will not:

(i) violate or cause a breach or default under the constitution of the Borrower; or

(ii) cause any guarantee or similar limit binding on the Borrower to be exceeded.

Signed

19

Schedule 2 Drawdown Notice

To: Nabors Lux 2 S.a.r.l. ("Lender")

Date:

Drawdown Notice — Loan Agreement between the Lender and Vast Renewables Limited (ACN 136 258 574) ("Borrower") dated [] 2023 ("Loan Agreement")

Under clause 2.1 ("Requesting a drawdown") of the Loan Agreement, the Borrower gives notice as follows. This notice is a Drawdown Notice.

The Borrower wants to borrow under the Facility

The requested Drawdown Date is  [                                   ].

The amount of the proposed drawdown is US$[                                   ].

The amount of the proposed drawdown is to be paid to the following account:

Account number:	[		]
Account name:	[		]
Bank:		]
Branch:		]
BSB:		]

Capitalised terms in this notice have the same meaning as given to them in the Loan Agreement and clause 1("Interpretation") of the Loan Agreement applies to this notice as if it was fully set out in this notice.

[Name of person]

on behalf of the Borrower

20

Schedule 3         Equity Securities

The following issuances have been made under the Company's Management Equity Plan Deed, dated on or around July 30, 2020, as amended on February 13, 2023 and pursuant to the Company's Management Equity Plan De-SPAC Side Deed, dated on or around February 13, 2023:

Holder Name	Number of MEP Shares
Craig Wood	25 MEP Shares
Kurt Drewes	15 MEP Shares
Bruce Leslie	10 MEP Shares
Lachlan Roberts	10 MEP Shares
Simon Woods	5 MEP Shares
Valentino Pagura	5 MEP Shares
Christina Hall	5 MEP Shares
Gilein Steensma	5 MEP Shares

21

Signing page

Lender

SIGNED, SEALED AND DELIVERED by NABORS LUX 2 S.A.R.L. in the presence of:
/s/ Lisa J. Murray	/s/ Mark D. Andrews
Signature of witness	Signature of authorised signatory
Lisa J. Murray	Mark D. Andrews
Name of witness (block letters)	Name of authorised signatory (block letters)

22

Borrower

EXECUTED by VAST RENEWABLES LIMITED in accordance with section 127(1) of the Corporations Act 2001 (Cth):
/s/ Colin Richardson	/s/ Craig Wood
Signature of director	Signature of director/company secretary
Colin Richardson	CRAIG WOOD
Name of director (block letters)	Name of director/company secretary
	(block letters)

23

EX-4.65

 

Exhibit 4.65

 

Execution Version

 

SIDE LETTER AGREEMENT

 

December 14, 2023

 

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 7.8(d) and 7.18 thereto) (as amended, modified, supplemented or restated from time to time, the “BCA” and the transaction contemplated therein, the “Business Combination”), (ii) Support Agreement, dated as of February 14, 2023, by and among the Sponsor, Nabors Lux, NETC and NETC’s independent directors (as amended, modified, supplemented or restated from time to time, the “Support Agreement”) and (iii) Backstop Agreement, dated as of October 19, 2023, by and between Nabors Lux and the Company (as amended, modified, supplemented or restated from time to time, the “Backstop Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the BCA.

 

WHEREAS, prior to the transactions contemplated by this Letter Agreement, the Sponsor holds 6,725,000 of the shares of Class F common stock, par value $0.0001 per share, of NETC (“Class F Shares”);

 

WHEREAS, pursuant to Section 3.1(c)(ii)(B) of the BCA, Section 1.9 of the Support Agreement, and Section 1.04 of the Backstop Agreement, all Class F Shares and all shares of Class B common stock, par value $0.0001 per share, of NETC issued and outstanding and held by the Sponsor immediately prior to the Effective Time were intended to be collectively exchanged for 4,325,000 validly issued and fully paid Company Shares and the right to receive up to 2,400,000 additional Company Shares (the “Sponsor Earnout Shares”) upon the satisfaction of certain Company Share price targets;

 

WHEREAS, at the Effective Time, pursuant to Section 3.1(c)(ii)(D) of the BCA, each Class F Share issued and outstanding and not held by the Sponsor immediately prior to the Effective Time shall be exchanged for a number of Company Shares equal to the Exchange Ratio;

 

WHEREAS, concurrently with or following the execution and delivery of this Agreement, the Company and NETC are entering into Non-Redemption Agreements (collectively, the “NRAs”) with certain investors, pursuant to which, among other things, the Company will agree to issue to such investors Company Shares following the closing of the Business Combination (the “Closing”);

 

     

 

 

WHEREAS, as of the date hereof, the Sponsor desires to distribute 4,325,000 of the Class F Shares held by it to direct or indirect holders of equity interests in the Sponsor (the “Distributions” and such transferees, the “Member Transferees”) and, immediately following the Distributions, certain Member Transferees will further transfer a portion of the Founder Shares such Member Transferee receives in the Distributions to certain recipients (the recipients of any such transfer, the “Recipients”) in up to the amount set forth opposite each Member Transferee’s name on Exhibit A hereof (collectively, the “Subsequent Transfers”);

 

WHEREAS, the parties hereto intend that, at the Effective Time and after giving effect to the Distributions and the Subsequent Transfers, (i) the Class F Shares held by the Member Transferees (and any Recipient which holds Class F Shares as a result of a Subsequent Transfer) other than Nabors Lux collectively be exchanged for 2,376,161 validly issued and fully paid Company Shares, (ii) the Class F Shares held by Nabors Lux collectively be exchanged for a number of Company Shares equal to (x) 2,378,750 less (y) the aggregate number of Class F Shares transferred by Nabors Lux to one or more Recipients following the Distributions less (z) the aggregate number of Company Shares that will be issued by Vast following the Closing pursuant to the NRAs, provided that the total number of Company Shares issued to Nabors Lux in exchange for Class F Shares shall not exceed 1,948,839 and (iii) the Class F Shares held by the Sponsor be exchanged for the right to receive the Sponsor Earnout Shares;

 

WHEREAS, NETC, the Company and the Sponsor desire to amend the Support Agreement as set forth herein and in accordance with Section 3.3 of the Support Agreement, which provides that the Support Agreement may be amended by a written agreement executed by NETC, the Company and the Sponsor; and

 

WHEREAS, (i) NETC and the other parties to the Letter Agreement, dated as of November 16, 2021 (the “IPO Letter Agreement”), by and among NETC, the Sponsor, Nabors Lux and each of the individual party thereto, desire to waive certain transfer restrictions set forth in Section 7(a) and 7(c) of the IPO Letter Agreement with respect to the transfer of Founder Shares contemplated by the Distributions and the Subsequent Transfers (the “IPO Letter Waiver”), and (ii) Section 1.5(b) of the Support Agreement provides that the Sponsor, Nabors Lux and the individual parties to the Support Agreement (the “Directors”) may not amend or modify the IPO Letter Agreement in any material respect, subject to limited circumstances provided in the Support Agreement.

 

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1.            Nabors Corporate, in its capacity as the manager of the Sponsor, shall cause the Sponsor to distribute to each of its direct members their respective pro rata portion of 4,325,000 Class F Shares held by the Sponsor (the “Sponsor Distribution”) prior to the Closing.

 

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2.            The Company, NETC and the Sponsor hereby acknowledge and agree that, at the Effective Time, by virtue of the Merger:

 

(a)            subject to Section 5 hereof, each Founder Share held by Sponsor’s direct and indirect transferees immediately prior to the Effective Time and following the Distributions and the Subsequent Transfers shall be exchanged for a number of Company Shares equal to the Exchange Ratio pursuant to Section 3.1(c)(ii)(D) of the BCA, and the Sponsor hereby acknowledges and agrees that 1,500,000 Company Shares issued to such Persons pursuant to such exchange shall be deemed to be issued in satisfaction Vast’s obligation to issue 1,500,000 Company Shares to the Sponsor pursuant to Section 3.1(c)(vi) of the BCA and Section 1.04 of the Backstop Agreement; and

 

(b)            notwithstanding Section 3.1(c)(ii)(B) of the BCA, the 2,400,000 Founder Shares held by the Sponsor after giving effect to the Distributions and Subsequent Transfers shall be collectively exchanged for the right to receive the Sponsor Earnout Shares in accordance with the Support Agreement.

 

3.            The Company hereby consents to the consummation of the Distributions and Subsequent Transfers and irrevocably waives any and all restrictions set forth in Section 1.2 of the Support Agreement with respect to the transfer of Class F Shares contemplated by the Distributions and Subsequent Transfers, including with respect to the requirement that permitted transferees enter into a written agreement agreeing to assume all of the obligations under the Support Agreement, as such restrictions apply to the Sponsor, Nabors Lux or NETC.

 

4.            The Company hereby irrevocably waives any and all restrictions set forth in Section 1.5(b) of the Support Agreement with respect to the IPO Letter Waiver, as such restrictions apply to the Sponsor, Nabors Lux or the Directors.

 

5.            Nabors Lux and the Company agree that, notwithstanding anything in the BCA and Section 2(a) hereof to the contrary, at the Effective Time, by virtue of the Merger, the Founder Shares held by Nabors Lux immediately prior to the Effective Time and after giving effect to the Distribution shall collectively be exchanged for a number of Company Shares equal to (x) 2,378,750 less (y) the aggregate number of Class F Shares transferred by Nabors Lux to one or more Recipients following the Distributions in one or more Subsequent Transfers less (z) the aggregate number of Company Shares that will be issued by Vast following the Closing pursuant to the NRAs, provided that the total number of Company Shares issued to Nabors Lux in exchange for Class F Shares shall not exceed 1,948,839. For the avoidance of doubt, nothing in this Letter Agreement shall be construed to limit Vast’s obligation to issue to Nabors Lux (a) 350,000 Company Shares pursuant to Section 3.1(c)(v) of the BCA and Section 1.03 of the Backstop Agreement, (b) an aggregate of 1,470,588 Company Shares pursuant to subscription agreements, dated February 14, 2023, February 14, 2023 and October 19, 2023, between the Company and Nabors Lux and (c) a number of Company Shares in accordance with the terms and conditions of Section 1.01 of the Backstop Agreement.

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6.            NETC, the Company and the Sponsor agree that, effective as of the date hereof, the Support Agreement is hereby amended by inserting the following sections after Section 1.9(g) of the Support Agreement as new Sections 1.9(h) and 1.9(i) of the Support Agreement:

 

“(h) Notwithstanding anything herein to the contrary, if, prior to any issuance of Sponsor Earnout Shares pursuant to Section 1.9 hereof, if the Sponsor has distributed or transferred the right to receive any Sponsor Earnout Shares to its direct or indirect holder of equity interests, then, (i) if any Sponsor Earnout Shares become issuable pursuant to the applicable provisions of Section 1.9 hereof, each such holder, in lieu of the Sponsor, shall be entitled to receive such holder’s pro rata share of the aggregate number of Sponsor Earnout Shares otherwise issuable to the Sponsor pursuant to this Section 1.9 (provided that, prior to such issuance, Nabors Corporate Services, Inc., a Delaware corporation (“Nabors Corporate”), shall deliver to the Company written instructions setting forth the number of Sponsor Earnout Shares each such holder is entitled to receive pursuant to this Section 1.9(h) and the Company shall be entitled to rely on such instructions in connection with making any such issuance of Sponsor Earnout Shares; provided further, that, if the Sponsor or Nabors Corporate notifies the Company that the Sponsor has made any distribution or transfer of the right to receive any Sponsor Earnout Shares to its direct or indirect holder of equity interests, the Company shall not issue any Sponsor Earnout Shares prior to receiving such written instruction from Nabors Corporate) and (ii) the provisions of Sections 1.9(b)-(g) shall apply to any such holders to the fullest extent such provisions are applicable to the Sponsor, mutatis mutandis.

 

(i) Each of the Company and the Sponsor hereby acknowledges and agrees that Nabors Corporate is an express third-party beneficiary of Sections 1.9(b)-(h) of this Agreement and Nabors Corporate shall have the right to (i) directly enforce (including by an action for specific performance, injunctive relief or other equitable relief) Sections 1.9(b)-(h) of this Agreement against the Company on behalf of the Sponsor or any transferee of the Sponsor described in Section 1.9(h) and (ii) exercise all rights of the Sponsor under this Agreement (including, for the avoidance of doubt, amending this Agreement in accordance with Section 3.3 on behalf of the Sponsor) as if it were an original party to this Agreement.”

 

7.            This Letter Agreement shall be construed and interpreted in a manner consistent with the provisions of the Support Agreement, the BCA and the Backstop Agreement. The provisions of Sections 9.5 (Waiver), 10.3 (Severability), 10.5 (Parties in Interest), 10.6 (Governing Law), 10.7 (Waiver of Jury Trial), 10.9 (Counterparts), 10.10 (Specific Performance) and 10.11 (No Recourse) of the BCA, as in effect as of the date hereof, shall apply to this Letter Agreement, mutatis mutandis.

 

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the undersigned have each caused this Letter Agreement to be duly executed as of the date first written above.

 

	NABORS ENERGY TRANSITION CORP.
	By:	/s/ Anthony G. Petrello
	Name:	Anthony G. Petrello
	Title:	President, Chief Executive Officer and Secretary
	NABORS ENERGY TRANSITION SPONSOR LLC
	By:	/s/ Anthony G. Petrello
	Name:	Anthony G. Petrello
	Title:	President, Chief Executive Officer and Secretary
	NABORS LUX 2 S.A.R.L.
	By:	/s/ Henricus Reindert Petrus Pollmann
	Name:	Henricus Reindert Petrus Pollmann
	Title:	Type A Manager
	NABORS CORPORATE SERVICES, INC.
	By:	/s/ Michael Rasmuson
	Name:	Michael Rasmuson
	Title:	Senior Vice President, General Counsel & Chief Compliance Officer

 

Signature Page To Side Letter

 

     

 

 

	VAST RENEWABLES LIMITED
	By:	/s/ Craig Wood
	Name:	Craig Wood
	Title:	Chief Executive Officer

 

Signature Page To Side Letter

 

     

 

 

Exhibit A

 

Exhibit A to Side Letter

 

     

 

EX-8.1

Exhibit 8.1

SUBSIDIARIES OF VAST RENEWABLES LIMITED

Entity	Jurisdiction
HyFuel Solar Refinery Pty Ltd	Australia
NWQHPP Pty Ltd	Australia
SiliconAurora Pty Ltd	Australia
Solar Methanol 1 Pty Ltd	Australia
Vast Australia Holdco Pty Ltd	Australia
Vast Intermediate HoldCo Pty Ltd	Australia
Vast Solar 1 Pty Ltd	Australia
Vast Solar Aurora Pty Ltd	Australia
Vast Solar Consulting Pty Ltd	Australia
El Paso ProjectCo LLC	Delaware
Nabors Energy Transition Corp.	Delaware
Vast Renewables Holdco Corp.	Delaware
Vast Renewables Management Services LLC	Delaware
Vast US Projects HoldCo Corp.	Delaware

EX-11.1

Exhibit 11.1

VAST RENEWABLES LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS

This Code of Conduct (the "Code") applies to all directors, officers and employees of Vast Renewables Limited (the "Company"). All such covered individuals are collectively referred to herein as "Covered Parties," and all Covered Parties must adhere to this Code. This Code is intended to meet the standards of a code of conduct under the Sarbanes Oxley Act of 2002 as amended, and the standards of a code of business conduct and ethics under the listing standards of Nasdaq Stock Market ("Nasdaq").

The Company expects all Covered Parties to follow a high standard of ethics and personal integrity and to act in a manner that enhances the Company's reputation and strengthens the trust that others have in the Company. This includes carrying out their responsibilities at the Company honestly, in good faith, and with integrity and due care. If you are uncertain as to the appropriate course of conduct in any particular situation, you should consult with the Company's Legal and Compliance Department.

Pursuant to this Code of Ethics, Covered Persons are expected to:

• Engage in and promote honest and ethical conduct, including the ethical handling of actual, potential, or perceived conflicts of interest between personal and professional interests, and to disclose as appropriate to the Legal and Compliance Department any material transaction or relationship that reasonably could appear to be or be expected to actually or potentially give rise to a conflict.

• Assist in the production of full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with or submits to all applicable regulatory bodies, including the SEC, and in other public communications made by the Company. Covered Parties are prohibited from knowingly misrepresenting or omitting, or causing others to misrepresent or omit, material information about the Company to others, including to the Company's independent auditors.

• Comply with applicable laws, rules and regulations of federal, state and local governments and other regulatory agencies applicable to the Company's business operations and its financial reporting.

Waivers. Any waiver of this Code for executive officers or directors may be made only by the Board of Directors of the Company and will be promptly disclosed when and as required by law or stock exchange regulation.

Prompt Reporting of Violations, Illegal or Unethical Behavior. Covered Parties shall promptly report (i) any questionable accounting, internal accounting controls or auditing matters (an "Accounting Allegation"); (ii) any possible non-compliance with applicable legal and regulatory requirements or internal Company policies and procedures relating to adherence with such requirements (a "Legal Allegation"); (iii) any possible non-compliance with this Code (a "Code Allegation"); or (iv) any alleged retaliation against employees and other persons who make, in good faith, Accounting Allegations, Legal Allegations or Code Allegations (a "Retaliatory Act") through any avenue available, including:

(a) in writing to the Company, Attn: Audit Committee or the General Counsel, at Vast Renewables Limited, 226-230 Liverpool Street, Darlinghurst, New South Wales 2010, Australia;

(b) by calling the applicable contact number listed in Annex A at any time; or

(c) by accessing the website

https://australia.deloitte-halo.com/whistleblower/website/vastrenewables and submitting a report at any time.

Any Covered Party or other interested party may submit a report confidentially using one of the reporting avenues listed above, and in accordance with applicable law, employees may submit their reports on an anonymous, confidential basis. The reports should be factual rather than speculative or conclusory, and should contain as much specific information as possible to allow for proper assessment.

The Company will take measures to protect the confidentiality of any report made, subject to applicable law, regulation or legal proceedings. The Company will not permit or tolerate retaliation of any kind by or on behalf of the Company and its personnel against employees or other persons who make good faith reports or complaints regarding violations of this Code or other illegal or unethical behavior.

Accountability for Adherence to This Code. The Company will take all necessary action to enforce this Code. If the Company's Audit Committee, General Counsel, Chief Financial Officer or their respective designees determine that this Code has been violated, either directly, by failure to report a violation, or by withholding information related to a violation, the offending Covered Party may be disciplined by the Company for noncompliance with penalties up to and including dismissal. Such penalties may include a written letter of reprimand, disgorgement, suspension with or without pay or benefits, and termination of employment. Violations of this Code may also constitute violations of law and may result in criminal penalties and civil liabilities for the offending Covered Party and the Company.

Effective Date: 19 December 2023

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Annex A

Contact Numbers: Reporting Concerns Regarding Accounting and Other Matters

Countries	Telephone Number
English speaking USA and Australia	1800 173 918 (from Australia) or +61 3 9667 3855 (from the US)

A-1

EX-15.1

Exhibit 15.1

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in the Shell Company Report on Form 20-F filed with the SEC on December 22, 2023.

Introduction

The following unaudited pro forma combined statement of financial position as of June 30, 2023 combines the historical audited consolidated statement of financial position of Vast as of June 30, 2023 with the historical unaudited balance sheet of NETC as of June 30, 2023 on a pro forma basis, giving effect to the Business Combination and related transactions, summarized below, as if they had been consummated on June 30, 2023.

The following unaudited pro forma combined statement of profit or loss for the twelve months ended June 30, 2023 combines the historical audited consolidated statement of profit or loss and other comprehensive income of Vast for the twelve months ended June 30, 2023 with NETC’s unaudited financial results for the twelve months ended June 30, 2023. Vast and NETC have different fiscal years. Vast’s fiscal year ends on June 30, whereas NETC’s fiscal year ends on December 31. NETC’s unaudited financial results for the twelve months ended June 30, 2023 have been derived from (i) its unaudited statement of operations for the six months ended June 30, 2023 and (ii) its audited statement of operations for the year ended December 31, 2022 removing its results of operations for six months ended June 30, 2022 derived from its unaudited statement of operations for the six months ended June 30, 2022.

The unaudited pro forma combined statement of profit or loss is presented on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on July 1, 2022.

Vast’s historical consolidated financial statements are prepared in accordance with IFRS, as issued by the IASB. The historical financial statements of NETC were prepared in accordance with U.S. GAAP and, for purposes of the unaudited pro forma combined financial information, have been converted to IFRS on a basis consistent with the accounting policies and presentation adopted by Vast.

The unaudited pro forma combined financial information has been derived from and should be read in conjunction with Vast’s and NETC’s financial statements and related notes, as applicable, and the sections titled “Vast Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “NETC Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Form F-4.

Accounting Treatment

The Business Combination was accounted for as a capital reorganization. Under this method of accounting, NETC was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Vast issuing shares at the Closing for the net liabilities of NETC as of the Closing Date, accompanied by a recapitalization. The net liabilities of NETC was stated at historical cost, with no goodwill or other intangible assets recorded.

Vast was determined to be the accounting acquirer based on the following:

· As described below under “Basis of Pro Forma Presentation”, Vast’s previous majority shareholder has a majority voting interest;

· AgCentral, a Legacy Vast shareholder, has the ability to nominate the majority of the members of the board of directors;

· The existing senior management of Vast continues to be the senior management following the Business Combination;

· The business of Vast comprises the ongoing operations following the Business Combination; and

· Vast was the larger entity, both in terms of substantive operations and number of employees.

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The Business Combination was not within the scope of IFRS 3 because NETC did not meet the definition of a business in accordance with IFRS 3. Rather, the Business Combination was accounted for within the scope of IFRS 2. Any excess of fair value of equity issued to participating shareholders of NETC over the fair value of NETC’s identifiable liabilities acquired represented compensation for the service of a stock exchange listing, which was expensed as incurred.

Basis of Pro Forma Presentation

The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, SEC Release No. 33-10786 “Amendments to Financial Disclosures About Acquired and Disposed Businesses”.

The unaudited pro forma consolidated statement of financial position has been prepared to give effect to the Business Combination and related transactions summarized below as if they had been consummated on June 30, 2023. The unaudited pro forma combined statement of profit or loss for the year ended June 30, 2023 gives effect to the Business Combination and related transactions summarized below as if they had been consummated on July 1, 2022:

· the merger of NETC with and into Merger Sub, a wholly-owned subsidiary of Vast, with NETC surviving the merger as a wholly-owned subsidiary of Vast;

· the completion of the Vast pre-closing reorganization, which included the Existing Convertible Note Conversion, the MEP Share Conversion, and the Vast Split Adjustment;

· the exchange of all outstanding Founder Shares into 3.0 million Vast Ordinary Shares, and all outstanding NETC Class A Shares that were not redeemed by the Class A shareholders into an equivalent number of Vast Ordinary Shares;

· the exchange of all outstanding NETC Warrants into an equal number of Vast Warrants, with substantially the same terms;

· the entry into Equity Subscription Agreements and a Notes Subscription Agreement (including the October Notes Subscription Agreement) by Nabors Lux and AgCentral to purchase up to $15.0 million each ($30.0 million combined) of Vast Ordinary Shares for $10.20 per share through the issuance of up to $5.0 million to AgCentral and $7.5 million to Nabors Lux ($12.5 million combined of Senior Convertible Notes from time to time beginning on the date of signing of the Business Combination Agreement and ending on the Closing date and $10.0 million to AgCentral and $7.5 million to Nabors Lux ($17.5 million combined) of committed subscriptions under the PIPE Financing to be funded on the Closing Date. As of June 30, 2023, Nabors Lux and AgCentral funded $7.5 million of the aggregate commitment for Senior Convertible Notes. Accordingly, as of June 30, 2023, there was a balance of $22.5 million funds to be received;

· the entry into various agreements with CAG, under which CAG committed to invest $7.0 million of PIPE Financing. CAG and Vast agreed that this commitment would be satisfied by CAG’s purchase of Class A common stock of NETC from existing NETC stockholders who previously elected to redeem their shares in connection with the business combination and whose redemption election would be reversed;

· the entry into the Nabors Backstop Agreement (as amended by the amendment to the Nabors Backstop Agreement dated December 7, 2023) by Nabors Lux to provide $10.0 million backstop to Vast to underwrite the potential investment by additional investors provided that the amount of the backstop be reduced dollar-for-dollar by (a) the balance of cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders and (b) amounts invested by additional third parties (other than Nabors, AgCentral, CAG, EDF and their respective affiliates);

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· the entry into the EDF Note Purchase Agreement to purchase a promissory note with an aggregate principal amount of EUR 10.0 million (equivalent to approximately $10.9 million on December 18, 2023);

· the issuance of 171,569 Vast Ordinary Shares to Guggenheim Securities as consideration for its services; and

· the issuance of 1.5 million Vast Ordinary Shares as Accelerated Earnback Shares pursuant to the Nabors Backstop Agreement and issuance of 350,000 Vast Ordinary Shares as Incremental Funding Commitment Fee pursuant to the October Notes Subscription Agreement.

During the Earnout Period, Vast may issue up to an aggregate of 2.4 million additional Vast Ordinary Shares to NETC Sponsor in three equal tranches and up to an aggregate of 1.3 million Vast Ordinary Shares to Legacy Vast shareholders in three equal tranches, upon the occurrence of each Triggering Event.

Additionally, Vast may also issue 1.5 million Vast Ordinary Shares to Legacy Vast shareholders upon receiving a notice to proceed under a contract for the procurement of a concentrated solar power plant at Port Augusta, in South Australia. Please see the section entitled “The Business Combination Agreement and Related Agreements — Covenants of the Parties — Earnout” included in the Form F-4 for additional information.

The following summarized the number of Vast Ordinary Shares outstanding:

Weighted average shares outstanding – basic and diluted

	Ownership in shares		%
Legacy Vast shareholders(1)		20,499,999		68.4
Former NETC public stockholders(2)		804,616		2.6
NETC initial stockholders(3)		4,500,000		15.0
Shares issued to Nabors Lux and AgCentral in connection with financing transactions(4)		3,315,700		11.1
Shares issued as settlement of transaction expenses(5)		171,569		0.6
Shares issued to Nabors Lux pursuant to Nabors Backstop(6)		681,621		2.3
Total		29,973,505		100.0

(1)	Assumes that no Earnout Shares are issued to the Legacy Vast shareholders.
(2)	Pursuant to the Business Combination Agreement, each share of NETC Class A Common Stock (other than Redemption Shares) issued and outstanding immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio. Includes 633,250 shares of NETC Class A Common Stock purchased by CAG to satisfy its’ financing obligations.

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(3)	Assumes no Sponsor Earnback Shares are issued. Includes 1,500,000 Vast Ordinary Shares issued to NETC Sponsor as Accelerated Earnback Shares and 129,911 Vast Ordinary Shares issued upon conversion of the Founder Shares transferred to CAG prior to the Business Combination in connection with CAG’s investments.
(4)	Includes shares issued in connection with the Equity Subscription Agreements and the Notes Subscription Agreements. Also includes 350,000 Vast Ordinary Shares issued as Incremental Funding Commitment Fee.
(5)	Shares to Guggenheim Securities issued as settlement for transaction expenses.
(6)	Nabors Lux’s backstop commitment to provide a $10.0 million backstop reduced dollar-for-dollar by (a) the balance of cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders and (b) amounts invested by additional investment (other than Nabors, AgCentral, CAG’s Subscription Agreement investment, EDF and their respective affiliates) which resulted in $7.0 million of the backstop to be funded.

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Unaudited Pro Forma Combined Statement of Financial Position
As of June 30, 2023

(In thousands)

	Vast Solar (IFRS)	NETC (US GAAP)	NETC Historical Financials adjustments (See Note 2)		NETC (US GAAP)— Pro Forma	IFRS conversion and alignment (See Note 3)			Transaction Accounting Adjustments			Pro Forma Combined
Assets
Current Assets
Cash and cash equivalents
	2,060	765	—		765	—			106,628		A	19,937
	—	—	—		—	—			(4,455	)	B	—
	—	—	—		—	—			(9,267	)	C	—
	—	—	—		—	—			(5,460	)	F	—
	—	—	—		—	—			22,500		J	—
	—	—	—		—	—			(4,830	)	M	—
	—	—	—		—	—			(104,769	)	H	—
	—	—	—		—	—			(2,863	)	N	—
	—	—	—		—	—			(5,097	)	O	—
	—	—	—		—	—			6,850		R	—
	—	—	—		—	—			6,953		S	—
	—	—	—		—	—			10,922		T	—
Trade and other receivables	314	—	—		—	—			—			314
R&D tax incentive receivable	638	—	—		—	—			—			638
Prepaid expenses	44	188	—		188	—			—			232
Total current assets	3,056	953	—		953	—			17,112			21,121
Non-current assets
Investments held in Trust	—	105,444	1,184	a	106,628	—			(106,628	)	A	—
Investment in joint venture accounted for using the equity method	1,300	—	—		—	—			—			1,300
Loans and advances to related parties	225	—	—		—	—			—			225
Property, plant and equipment	30	—	—		—	—			—			30
Right-of-use-assets	45	—	—		—	—			—			45
Total non-current assets	1,600	105,444	1,184		106,628	—			(106,628	)		1,600
Total assets	4,656	106,397	1,184		107,581	—			(89,516	)		22,721
Liabilities
Current liabilities
Borrowings	19,812	—	—		—	—			(19,812	)	I	—
Trade and other payables	5,622	—	—		—	1,667		iii	(5,097	)	O	2,192
Accounts payable and accrued liabilities	—	758	—		758	(758	)	iii	—			—
Due to related party	—	909	—		909	(909	)	iii	—			—
Income taxes payable	—	11	—		11	—			—			11
Convertible promissory note	—	3,646	1,184	a	4,830	—			(4,830	)	M	—
Contract liabilities	2	—	—		—	—			—			2
Lease liabilities	26	—	—		—	—			—			26
Deferred consideration payable	955	—	—		—	—			—			955
Provisions	183	—	—		—	—			—			183
Derivative financial instruments	18	—	—		—	—			149,800		G	—
	—	—	—		—	—			(149,818	)	I	—
Total current liabilities	26,618	5,324	1,184		6,508	—			(29,757	)		3,369

5

Unaudited Pro Forma Combined Statement of Financial Position (Continued)

As of June 30, 2023

(In thousands)

					NETC Historical			NETC		IFRS conversion and
	Vast		NETC		Financials			(US		alignment			Transaction			Pro
	Solar		(US		adjustments			GAAP) –		(See			Accounting			Forma
	(IFRS)		GAAP)		(See Note 2)			Pro Forma		Note 3)			Adjustments			Combined
Non-current liabilities
Deferred legal fees	—		5,460		—			5,460		—			(5,460	)	F	—
Lease liabilities	28		—		—			—		—			—			28
Provisions	117		—		—			—		—			—			117
Warrant liabilities	—		—		—			—		4,405		ii	—			4,405
Borrowings	7,134		—		—			—		—			(7,134	)	Q	—
			—		—			—		—			10,922		T	10,922
Borrowings – Nabors Backstop	—		—		—			—		—			6,953		S	6,953
Derivative financial instruments	174		—		—			—		—			1,508		P	—
			—		—			—		—			(1,682	)	Q	—
Class A common stock subject to possible redemption	—		—		—			—		106,206		i	(106,206	)	E	—
Total non-current liabilities	7,453		5,460		—			5,460		110,611			(101,099	)		22,425
Total liabilities	34,071		10,784		1,184			11,968		110,611			(130,856	)		25,794
Commitments and Contingencies
Class A common stock, $0.0001 par value; 9,850,641 shares subject to redemption at $10.82 per share	—		105,022		1,184		a	106,206		(106,206	)	i	—			—
Equity
Class F common stock, $0.0001 par value; 50,000,000 shares authorized; 6,900,000 shares issued and outstanding	—		1		—			1		(1	)	iii	—			—
Class F common stock	—		—		—			—		25		iii	(25	)	K	—
Issued capital	2,354		—		(1,184	)	a	(1,184	)	—			22,500		J	294,352
	—		—		—			—		—			(308	)	B	—
	—		—		—			—		—			2,057		C	—
	—		—		—			—		—			106,206		E	—
	—		—		—			—		—			(25,163	)	D	—
	—		—		—			—		—			25		K	—
	—		—		—			—		—			174,225		I	—
	—		—		—			—		—			(2,863	)	N	—
	—		—		—			—		—			(104,769	)	H	—
	—		—		—			—		—			105,606		L	—
	—		—		—			—		—			8,816		Q	—
	—		—		—			—		—			6,850		R	—
Share-based payment reserve	4		—		—			—		—			(4	)	I	—
Reserves
– Foreign Currency translation reserve	3,285		—		—			—		—			—			3,285
– Capital contribution reserve	4,591		—		—			—		—			(4,591	)	I	—
Accumulated losses	(39,649	)	(9,410	)	—			(9,410	)	(24	)	iii	25,163		D	(300,710	)
	—		—		—			—		(4,405	)	ii	(4,147	)	B	—
	—		—		—			—		—			(11,324	)	C	—
	—		—		—			—		—			(105,606	)	L	—
					—			—		—			(1,508	)	P	—
	—		—		—			—		—			(149,800	)	G	—
Total equity	(29,415	)	(9,409	)	(1,184	)		(10,593	)	(4,405	)		41,340			(3,073	)
Total liabilities and equity	4,656		106,397		1,184			107,581		—			(89,516	)		22,721

See accompanying notes to the unaudited pro forma combined financial information.

6

Unaudited Pro Forma Combined Statement of Profit or Loss For
the Twelve Months Ended June 30, 2023

(In thousands, except per share data) 

	Vast Solar (IFRS)			NETC (US GAAP)			IFRS conversion and alignment				Transaction Accounting Adjustments				Pro Forma Combined
Revenue from customers		268			—			—				—				268
Grant revenue		651			—			—				—				651
Total Revenue		919			—			—				—				919
Employee benefits expenses		2,984			—			—				—				2,984
Consultancy expenses		2,134			—			—				—				2,134
Administrative and other expenses		8,080			6,714			—				(180	)	BB		124,367
		—			—			—				105,606		EE		—
		—			—			—				4,147		CC		—
Raw materials and consumables used		600			—			—				—				600
Depreciation expense		49			—			—				—				49
Finance costs, net		2,518			—			—				(2,166	)	DD		680
		—			—			—				328		GG		—
Interest income		—			(8,750	)		—				8,750		AA		—
Share of loss of jointly controlled entities		254			—			—				—				254
(Gain)/loss on derivative financial instruments (including warrants)		(105	)		—			(2,753	)	FF		—				(2,753	)
		—			—			—				105		DD		—
Total expenses (income)		16,514			(2,036	)		(2,753	)			116,590				128,315
Net (loss) income before income tax		(15,595	)		2,036			2,753				(116,590	)			(127,393	)
Income tax benefit (expense)		378			(1,861	)		—				—				(1,483	)
Net income (loss)		(15,217	)		175			2,753				(116,590	)			(128,879	)
Class A
Weighted average shares outstanding basic and diluted		25,129			24,300											29,974
Net income (loss) per share – basic and diluted		(0.61	)		0.01											(4.30	)
Class F
Weighted average shares outstanding basic and diluted					6,900
Net income (loss) per share – basic and diluted					0.01

See accompanying notes to the unaudited pro forma combined financial information.

7

Notes to the Unaudited Pro Forma Combined Financial Information

1. Basis of the presentation

The unaudited pro forma combined statement of financial position as of June 30, 2023 assumes that the Business Combination occurred on June 30, 2023. The unaudited pro forma combined statement of profit or loss for the twelve months ended June 30, 2023 presents the pro forma effect of the Business Combination as if they had been completed on July 1, 2022. These periods are presented on the basis that Vast is the accounting acquirer.

The historical financial information of Vast was derived from Vast’s audited consolidated financial statements as of and for the year ended June 30, 2023, included elsewhere in the Shell Company Report on Form 20-F. The historical financial information of NETC was derived from the historical audited financial statements of NETC as of December 31, 2022 and for the year ended December 31, 2022 and the related notes, which are included in NETC’s Annual Reports on Form 10-K filed with the SEC on March 22, 2023 (the “NETC 10-K”); and the historical unaudited financial statements of NETC as of and for the six-months ended June 30, 2023 and the related notes, which are included in NETC’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2023 (the “NETC 10-Q”). This information should be read together with Vast’s and NETC’s financial statements and related notes, as applicable, and the sections titled “Vast Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “NETC Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Form F-4.

Vast’s historical consolidated financial statements are prepared in accordance with IFRS, as issued by the IASB. The historical financial statements of NETC were prepared in accordance with U.S. GAAP and, for purposes of the unaudited pro forma combined financial information, have been converted to IFRS on a basis consistent with the accounting policies and presentation adopted by Vast.

The unaudited pro forma combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, SEC Release No. 33-10786 “Amendments to Financial Disclosures About Acquired and Disposed Businesses”. NETC and Vast have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The adjustments presented in the unaudited pro forma combined financial information have been identified and presented to provide relevant information necessary for an understanding of Vast upon consummation of the Business Combination. The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that Vast believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible that the difference may be material. Vast management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma combined financial information.

2. Adjustments to NETC’s Historical Financial Statement

The historical financial information of NETC has been adjusted to give effect to the below event that occurred after June 30, 2023 but prior to the proposed business combination.

a) Reflects the receipt of extension fees into NETC’s Trust Account through the convertible promissory note of $1.2 million issued by NETC on August 16, 2023, September 14, 2023, October 13, 2023 and November 16, 2023. The proceeds of the convertible promissory notes were used by NETC to extend the time for NETC to complete the Business Combination for four one-month periods from August 18, 2023 to December 18, 2023.

8

3. Conversion and Reclassification of NETC’s Financial Statement to IFRS

The historical financial information of NETC has been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the unaudited pro forma combined financial information.

i)	to reclassify NETC’s historical mezzanine equity (Class A common stock subject to redemption) to Non-current financial liabilities under IAS 32.
ii)	to reclassify the NETC Warrants to be accounted for as liabilities in accordance with IAS 32 following consummation of the Business Combination, and accordingly, will be subject to ongoing mark-to-market adjustments through the statement of profit or loss.
iii)	to align NETC’s historical financial information in accordance with the presentation of Vast’s historical financial information and adjust NETC’s Class F common stock accounting for IFRS.

4. Adjustments to Unaudited pro forma Combined Statement of Financial Position as of June 30, 2023.

The adjustments included in the unaudited proforma combined statement of financial position as of June 30, 2023 are as follows:

A. Reflects the liquidation and reclassification of $106.6 million of investments held in the Trust Account to cash and cash equivalents that became available for general corporate use following the Closing.

B. Reflects remaining estimated transaction costs expected to be incurred by Vast of approximately $4.5 million, for legal, accounting and advisory services in connection with the Business Combination and related transactions. None of these fees have been accrued as of the pro forma balance sheet date. The amount of $4.2 million is reflected as an adjustment to accumulated losses. The remaining $0.3 million of these costs represents equity issuance costs included in Issued Capital.

C.	Reflects remaining estimated transaction costs expected to be incurred by NETC of approximately $11.3 million, for legal, accounting and advisory services in connection with the Business Combination and related transactions of which approximately $2.1 million will be settled by a new issuance of 171,569 Vast Ordinary Shares to Guggenheim Securities. None of these fees have been accrued as of the pro forma balance sheet date. In line with the treatment of the Business Combination as a capital reorganization, the NETC transaction costs will be expensed when incurred. The NETC estimated transaction costs excludes the deferred legal fees included in note (F).
D.	Represents the elimination of NETC’s historical capital deficit after recording the transaction costs to be incurred by NETC’s as described in note (C) above.
E.	Reflects the reclassification of Class A Common Stock subject to possible redemption to permanent equity immediately prior to the Closing. 9.9 million outstanding Class A shares were reclassified to equity as part of this adjustment.
F.	Reflects the payment of deferred legal fees incurred by NETC that will become due following the Closing.
G.	Reflects a mark to market adjustment for the embedded derivative related to the Existing Convertible Notes and loan from shareholder. The associated changes in fair value of the embedded derivative of $149.8 million was calculated based on, amongst other assumptions, the management’s allocation of 2,036,901 Vast Ordinary Shares to be held by holders of MEP Shares that were outstanding as of June 30, 2023, and the fair value of $11.99 per Vast Ordinary Shares. If any incremental MEP Shares are granted subsequent to June 30, 2023, the Company would recognize a separate share-based payment charge accordingly as a new grant, and such charge would offset the associated changes in the fair value of the embedded derivative.

9

H.	Reflects the redemption amounts of approximately 9.7 million NETC Class A Common Stock for an aggregate redemption price of $104.8 million at a redemption price of $10.82 per share in connection to the NETC shareholders’ vote with respect to the Business Combination.
I.	Represents adjustment to reflect the exchange of each of the Existing Convertible Notes, each outstanding Legacy Vast share, and each outstanding MEP Share, for 20,499,999 shares of Ordinary Vast Shares.

(in thousands)
Existing historical Vast shares, Existing Convertible Notes and MEP eliminated:
Convertible debt & shareholder loan	$	19,812
Capital contribution reserve		4,591
Derivative financial instruments		149,818
Existing MEP shares		4
Increase in issued capital	$	174,225

J.	Includes aggregate purchases of $30.0 million of Vast Ordinary Shares by Nabors Lux and AgCentral pursuant to the Equity Subscription Agreements and the Notes Subscription Agreements (including the October Notes Subscription Agreement) at $10.20 per share funded through the issuance of up to $5.0 million to AgCentral and $7.5 million to Nabors Lux ($12.5 million combined) of Senior Convertible Notes from time to time beginning on the date of signing of the Business Combination Agreement and ending on the Closing Date and $10 million to AgCentral and $7.5 million to Nabors Lux ($17.5 million combined) of committed subscriptions under the PIPE Financing to be funded on the Closing Date. Nabors Lux and AgCentral will receive a number of Vast Ordinary Shares equal to the amount of their investment divided by $10.20 per share, or an aggregate of approximately 2.9 million Vast Ordinary Shares. As of June 30, 2023, Nabors Lux and AgCentral funded $7.5 million of the aggregate commitment for Senior Convertible Notes. Accordingly, the adjustment represents the balance of $22.5 million funds to be received and to be converted to Vast Ordinary Shares upon Closing.
K.	Represents the elimination of NETC Class F Common Stock, which was historically issued at $25,000.
L.	The Transaction is accounted for in accordance with IFRS 2 with an expense reflected for the difference between the fair value of the Vast Ordinary Shares issued to NETC shareholders as compared to the fair value of NETC’s net assets or liabilities, as relevant, contributed.

The estimated fair value of the equity instruments issued to NETC shareholders considers the impact of Vast Ordinary Shares issuable to Legacy Vast shareholders upon the occurrence of the Triggering Events or earlier, upon a change of control in accordance with the earnout provisions. Please see the section entitled “The Business Combination Agreement and Related Agreements — Covenants of the Parties — Earnout” for additional information on such provisions. Since there is no service condition attached to these Earnout Shares, their impact is taken immediately by reducing the fair value of the Vast Ordinary Shares issued to NETC’s shareholders.

The fair value of share consideration of $82.8 million and NETC’s net liabilities of approximately $22.8 million result in an excess of the fair value of the shares issued over the value of the net monetary assets acquired of approximately $105.6 million. The difference is reflected as a transaction expense of approximately $105.6 million for the services provided by NETC in connection with the listing. The fair value calculation of approximately $82.8 million is based on the estimated fair value of Vast Ordinary Shares issued to NETC shareholders in connection with the Business Combination, including an estimated fair value of the Earnout Shares for NETC of $22.6 million.

10

(In thousands)
Vast Ordinary Shares issued in exchange for the following:
NETC classes of stock:
Class A Common Stock		171
Class F Common Stock		3,000
Accelerated Earnback Shares and Incremental Funding Commitment Fee		1,850
Vast Ordinary Shares issued		5,021
Fair value of Vast shares issued in exchange for NETC shares valued at $11.99 per share(a)	$	60,202
Fair value of earnout for NETC Sponsor(b)		22,576
Fair value of share consideration		82,778
Adjusted NETC’s net liabilities(c)		22,828
Transaction expense	$	105,606

The expense ultimately recorded by Vast in accordance with IFRS may differ materially from the amounts presented in the unaudited pro forma combined financial information, due to changes in the fair value of the equity of the combined entity, including the value of Vast Ordinary Shares and Vast Warrants.

(a) Fair value determined based on a quoted market price of $11.99 per Vast Ordinary share at closing as of December 19, 2023.

11

(b) The estimated fair value of the Earnout Shares for NETC of $22.6 million was based on the fair value of 2.4 million Vast Ordinary Shares that may be issued to NETC Sponsor upon the achievement of certain price targets during a certain period. The grant-date fair value has been measured using Monte Carlo Simulation using the following significant inputs:

		December 19, 2023
Share price at closing	$	11.99
Expected volatility		25.0	%
Expected dividend		0.0	%
Risk-free rate		3.90	%

(c) The table below includes the adjusted NETC’s net liabilities reconciliation

Total assets	107,581
Total current liabilities	(6,508	)
Deferred legal fees	(5,460	)
Warrant liabilities	(4,405	)
NETC cash transaction costs	(9,267	)
Redemptions of Trust Account	(104,769	)
Net Liabilities	(22,828	)

M.	Reflects the cash repayment of NETC’s convertible promissory notes upon Closing.
N.	Reflects the cash payment of the U.S. Federal Government Inflation Reduction Act of 2022 1% excise tax for the repurchases of stock. The Inflation Reduction Act imposes a 1% excise tax on the fair market value of stock repurchases made by covered corporations (including domestic corporations) after December 31, 2022.
O.	Reflects the cash repayment of trade and other payables in relation to the transaction costs of the Business Combination outstanding as of June 30, 2023.
P.	Reflects a mark to market adjustment for the embedded derivative related to the Senior Convertible Note.
Q.	Represents adjustment to reflect the exchange of the Senior Convertible Note for 735,294 shares of Ordinary Vast Shares.
R.	Represents the entry into various agreements entered into with CAG to purchase $7.0 million of Class A common stock of NETC from existing NETC stockholders who previously elected to redeem their shares in connection with the business combination and whose redemption election would be reversed. This resulted in the purchase of 633,250 Class A common shares. In connection with CAG’s investment, CAG also received an additional 129,911 Ordinary Shares of Vast and a subscription fee of $150,000.
S.	Represents agreement entered into with Nabors Lux to provide a $10.0 million backstop which will be reduced dollar-for-dollar by (a) the balance of cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders and (b) amounts invested by additional investment (other than Nabors, AgCentral, CAG’s Subscription Agreement investment, EDF and their respective affiliates), which resulted in $7.0 million of the backstop to be funded. Under the terms of the Shareholder and Registration Rights Agreement, if the Company completes a Superior Capital Raise prior to the six month anniversary of the Closing, and to Specified Investors during the following three months, the shares issued to Nabors in exchange for their investment under the Nabors Equity Backstop Agreement may be redeemable for debt or equity instruments of the Company. As this contingent settlement feature is outside the control of the Company, it does not have the unconditional right to avoid delivering a financial asset, which may be a debt instrument. As such, the anticipated accounting treatment is that these shares would be classified as a financial liability carried at fair value through profit or loss. For purposes of the pro forma financial information the liability has been recognized equal to the cost of Nabors initial investment as Borrowings – Nabors Backstop.

12

T. Represents the entry into a note purchase agreement with EDF to purchase a promissory note with an aggregate principal amount of EUR 10.0 million (equivalent to $10.9 million on December 18, 2023).

5. Adjustments to Unaudited Pro Forma Combined Statement of Profit or Loss for the Twelve Months Ended June 30, 2023.

The adjustments to the unaudited pro forma combined statement of profit or loss for the twelve months ended June 30, 2023 are as follows:

AA. To eliminate interest income related to the investments held in the Trust Account which will be released upon Closing.

BB. To eliminate administrative fees related to NETC’s office space, utilities and general administrative services pursuant to an administrative services agreement, which terminates on the consummation of the Business Combination.

CC. To reflect the recognition of transaction costs incurred by Vast, as described in note (B) above, during the year ended June 30, 2023. These costs are a nonrecurring item.

DD. To eliminate effective interest cost and fair value change in derivatives in association with the conversion of all of the outstanding Existing Convertible Notes for Vast Ordinary Shares, as if the conversion had occurred on July 1, 2022.

EE. To reflect share-based compensation expense recognized in accordance with IFRS 2, for the difference between the fair value of Vast Ordinary Shares issued and the fair value of NETC’s identifiable net assets or liabilities, as relevant, as described in note (L) above. These costs are a nonrecurring item.

FF. To reflect the mark to market change in the value of the NETC Warrants, as if they had been classified as derivative liabilities since issuance.

GG. To reflect interest expense calculated at 3% coupon rate per annum, in connection with EDF Note Purchase Agreement.

6. Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since July 1, 2022. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented.

13

Pro forma net loss (in thousands)	(128,879	)
Net loss per share – basic and diluted	(4.30	)
Weighted average shares outstanding – basic and diluted
Legacy Vast shareholders(1)	20,499,999
Former NETC public stockholders(2)	804,616
NETC initial stockholders(3)	4,500,000
Shares issued to Nabors Lux and AgCentral in connection with financing transactions(4)	3,315,700
Shares issued as settlement of transaction expenses(5)	171,569
Shares issued to Nabors Lux pursuant to Nabors Backstop(6)	681,621
Total	29,973,505

14

(1)	Assumes that no Earnout Shares are issued to the Legacy Vast shareholders.
(2)	Pursuant to the Business Combination Agreement, each share of NETC Class A Common Stock (other than Redemption Shares) issued and outstanding immediately prior to the Effective Time will be exchanged for a number of Vast Ordinary Shares equal to the Exchange Ratio. Includes 633,250 shares of NETC Class A Common Stock purchased by CAG to satisfy its financing obligations.
(3)	Assumes no Sponsor Earnback Shares are issued. Includes 1,500,000 Vast Ordinary Shares issued to NETC Sponsor as Accelerated Earnback Shares and 129,911 Vast Ordinary Shares issued upon conversion of the Founder Shares transferred to CAG prior to the Business Combination in connection with CAG’s investments.
(4)	Includes shares issued in connection with the Equity Subscription Agreements and the Notes Subscription Agreements. Also includes 350,000 Vast Ordinary Shares issued as Incremental Funding Commitment Fee.
(5)	Shares issued to Guggenheim Securities as settlement for transaction expenses.
(6)	Nabors Lux’s backstop commitment to provide a $10.0 million backstop reduced dollar-for-dollar by (a) the balance of cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders and (b) amounts invested by additional investment (other than Nabors, AgCentral, CAG’s Subscription Agreement investment, EDF and their respective affiliates) which resulted in $7.0 million of the backstop to be funded.

15

EX-15.2

Exhibit 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Shell Company Report on Form 20-F of Vast Renewables Limited (formerly known as Vast Solar Pty Ltd) of our report dated September 29, 2023 relating to the financial statements of Vast Solar Pty Ltd, which appears in the Registration Statement on Form F-4 (File No. 333-272058) of Vast Renewables Limited (formerly known as Vast Solar Pty Ltd). We also consent to the reference to us under the heading “Statement by Experts” in this Shell Company Report on Form 20-F.

/s/ PricewaterhouseCoopers

Sydney, Australia

December 22, 2023

EX-15.3

Exhibit 15.3

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in this Shell Company Report on Form 20-F of Vast Renewables Limited (formerly known as Vast Solar Pty Ltd) of our report dated September 29, 2023 relating to the financial statements of SiliconAurora Pty Ltd, which appears in the Registration Statement on Form F-4 (File No. 333-272058) of Vast Renewables Limited (formerly known as Vast Solar Pty Ltd). We also consent to the reference to us under the heading “Statement by Experts” in this Shell Company Report on Form 20-F.

/s/ PricewaterhouseCoopers

Sydney, Australia

December 22, 2023

EX-15.4

Exhibit 15.4

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Shell Company Report on Form 20-F of Vast Renewables Limited (formerly known as Vast Solar Pty Ltd) of our report dated March 22, 2023, relating to the financial statements of Nabors Energy Transition Corp. appearing in the Registration Statement on Form F-4 (File No. 333-272058) of Vast Renewables Limited, which is part of this Registration Statement. Our report contains an explanatory paragraph regarding Nabors Energy Transition Corp.’s ability to continue as a going concern.

We also consent to the reference to our firm under the heading "Experts" in this Shell Company Report on Form 20-F.

/s/ Ham, Langston & Brezina, L.L.P.

Houston, TX

December 22, 2023