30,000,000 Units Zimmer Energy Transition Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2021 • Zimmer Energy Transition Acquisition Corp. • Blank checks • 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 • June 7th, 2021 • Zimmer Energy Transition Acquisition Corp. • Blank checks
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 34,500,000 of the Company’s units (including up to 4,500,000 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 INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 7th, 2021 • Zimmer Energy Transition Acquisition Corp. • Blank checks • 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 • June 7th, 2021 • Zimmer Energy Transition Acquisition Corp. • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 7th, 2021 • Zimmer Energy Transition Acquisition Corp. • Blank checks • 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 • June 7th, 2021 • Zimmer Energy Transition Acquisition Corp. • Blank checks • 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 Bluescape Resources Company LLC, a Delaware limited liability company (the “Purchaser”).
