35,000,000 Units Zimmer Energy Transition Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2021 • Zimmer Energy Transition Acquisition Corp. • New York
Zimmer Energy Transition Acquisition Corp. 9 West 57th Street 33rd Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 1st, 2021 • Zimmer Energy Transition Acquisition Corp.
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Zimmer Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), on the one hand, and Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), on the other hand, relating to an underwritten initial public offering (the “Public Offering”) of up to 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-third of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units wil
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 1st, 2021 • Zimmer Energy Transition Acquisition Corp. • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●] by and between Zimmer Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 1st, 2021 • Zimmer Energy Transition Acquisition Corp. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Zimmer Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF WARRANT AGREEMENT between ZIMMER ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 1st, 2021 • Zimmer Energy Transition Acquisition Corp. • New York
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 1st, 2021 • Zimmer Energy Transition Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Zimmer Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), ZETA Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 1st, 2021 • Zimmer Energy Transition Acquisition Corp. • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [∙], 2021, by and among Zimmer Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and ZP Master Utility Fund, Ltd., a Cayman Islands exempted limited company (the “Purchaser”).
Zimmer Energy Transition Acquisition Corp.Zimmer Energy Transition Acquisition Corp. • April 1st, 2021 • New York
Zimmer Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer ZETA Sponsor LLC (the “Subscriber” or “you”) has made to purchase 10,062,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of Company common stock, the “Common Stock”), up to 1,312,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering of the Company (“IPO”) do not fully exercise their over- allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Zimmer Energy Transition Acquisition Corp.Zimmer Energy Transition Acquisition Corp. • April 1st, 2021 • New York
Form of Warrant Certificate] [FACE]Warrant Agreement • April 1st, 2021 • Zimmer Energy Transition Acquisition Corp.
This Warrant Certificate certifies that _____________________, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of Zimmer Energy Transition Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herei
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTForm of Private Placement Warrants Purchase Agreement • April 1st, 2021 • Zimmer Energy Transition Acquisition Corp. • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [·], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Zimmer Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and ZETA Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
