REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2021 • Zimmer Energy Transition Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 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”).
30,000,000 Units Zimmer Energy Transition Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 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 21st, 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 INDEMNITY AGREEMENTForm of Indemnity Agreement • June 21st, 2021 • Zimmer Energy Transition Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 15, 2021 by and between Zimmer Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2021 • Zimmer Energy Transition Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 15, 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”).
WARRANT AGREEMENT between ZIMMER ENERGY TRANSITION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 21st, 2021 • Zimmer Energy Transition Acquisition Corp. • Blank checks • New York
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 21st, 2021 • Zimmer Energy Transition Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of June 11, 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. New York, NY 10019 June 15, 2021Zimmer Energy Transition Acquisition Corp. • June 21st, 2021 • Blank checks • New York
This letter agreement by and between Zimmer Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Zimmer Partners, LP, a Delaware limited partnership (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-254940) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
