Exhibit
10.9 


 


FORM
OF


FORWARD PURCHASE
AGREEMENT


 


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”).


 


WHEREAS, the Company was incorporated
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has filed
with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No.
333-[∙]) (the “Registration Statement”) for its initial public offering (“IPO”)
of units (the “Units”) at a price of $10.00 per Unit, each comprised of one share of the Company’s Class
A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one warrant, where
each whole warrant is exercisable to purchase one share of Class A Common Stock at an exercise price of $11.50 per share;


 


WHEREAS, following the closing
of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination; and


 


WHEREAS, the parties wish to
enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination (the
 “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on a private
placement basis, units (the “Forward Purchase Securities”) comprised of one share of Class A Common Stock and
one-third of one warrant to purchase one share of Class A Common Stock (the “Forward Purchase Warrants”) at
an exercise price of $11.50 on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


1.            Sale and Purchase.


 


(a)           Forward Purchase Securities.


 


(i)           The
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, at a purchase price of $10.00 per Forward
Purchase Security, an aggregate of 10,000,000 Forward Purchase Securities, for an aggregate purchase price of $100,000,000 (the “FPS
Purchase Price”).


 


(ii)          The
Company shall require the Purchaser to purchase the Forward Purchase Securities pursuant to Section 1(a)(i) hereof by delivering
notice (the “Company Notice”) to the Purchaser, at least five (5) Business Days before the funding of the FPS
Purchase Price to an account specified by the Company, specifying the anticipated date of the Business Combination Closing, the FPS Purchase
Price and instructions for wiring the FPS Purchase Price to an account designated by the Company. At least two (2) Business Days before
the anticipated date of the Business Combination Closing specified in such Company Notice, the Purchaser shall deliver the FPS Purchase
Price, in cash via wire transfer to the account specified in such Company Notice, to be held in escrow pending the FPS Closing (as defined
below). If the FPS Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase Price to such account,
the Company shall return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow
shall not terminate this Agreement or otherwise relieve either party of any of its obligations hereunder, and the Company may provide
a subsequent Company Notice pursuant to this Section 1(a)(ii). For purposes of this Agreement, “Business
Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions
are generally authorized or required by law or regulation to close in the City of New York, New York.


 






     


     


    

 


(iii)         The
closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same date and
immediately prior to the Business Combination Closing (such date being referred to as the “FPS Closing Date”).
At the FPS Closing, the Company will issue to the Purchaser the Forward Purchase Securities, each registered in the name of the Purchaser.


 


(iv)         Each
Forward Purchase Warrant will have the same terms as the Company’s private placement warrants, purchased by an affiliate of the
Purchaser in a private placement occurring simultaneously with the closing of the IPO, and will be subject to the terms and conditions
of the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent,
in connection with the IPO (the “Warrant Agreement”).


 


(b)           Delivery of Forward Purchase Securities.


 


(i)           The
Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder with the Company’s
transfer agent by book entry on or promptly after (but in no event more than two (2) Business Days after) the FPS Closing Date.


 


(ii)          Each book entry for the Forward Purchase Securities purchased by the Purchaser hereunder shall contain a notation, and each certificate
(if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following
form:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 


(c)           Legend
Removal. If the Forward Purchase Securities are eligible to be sold without restriction under, and without the Company being in
compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the
 “Securities Act”), then at the Purchaser’s request, the Company will, at its sole expense, cause the
Company’s transfer agent to remove the legend set forth in Section 1(b)(ii) hereof. In connection therewith, if
required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and
maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer
agent, that authorize and direct the transfer agent to transfer such Forward Purchase Securities without any such legend; provided, however,
that the Company will not be required to deliver any such opinion, authorization or certificate or direction if it reasonably
believes that removal of the legend could reasonably be expected to result in or facilitate transfers of Forward Purchase Securities
in violation of applicable law.


 


(d)           Registration Rights. The Purchaser shall have registration rights with respect to the Forward Purchase Securities as set
forth on Exhibit A (the “Registration Rights”).


 






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2.            Representations
and Warranties of the Purchaser. The Purchaser represents
and warrants to the Company as follows, as of the date hereof:


 


(a)           Organization
and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation
(if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority
to carry on its business as presently conducted and as proposed to be conducted.


 


(b)           Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration
Rights may be limited by applicable federal or state securities laws.


 


(c)           Governmental Consents and Filings. Assuming that the definitive agreement for the Business Combination and the transactions
contemplated thereby and hereby will be structured in a manner such that the consent of the Federal Energy Regulatory Commission pursuant
to Section 203 of the Federal Power Act will not be required in connection therewith, no consent, approval, order or authorization of,
or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required
(other than a potential Hart-Scott-Rodino Antitrust Improvements Act of 1976 filing) on the part of the Purchaser in connection with the
consummation of the transactions contemplated by this Agreement.


 


(d)           Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation
by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions
of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which
it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or
regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser
or its ability to consummate the transactions contemplated by this Agreement.


 


(e)           Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the
Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase
Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee
or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of
selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the
Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any
Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase
Securities. If the Purchaser was formed for the specific purpose of acquiring the Forward Purchase Securities, each of its equity
owners is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. For purposes of
this Agreement, “Person” means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any
department or agency thereof.


 






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(f)            Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial
affairs and the terms and conditions of the offering and sale of the Forward Purchase Securities, as well as the terms of the IPO, with
the Company’s management.


 


(g)           Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the Purchaser
has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions
of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s
representations as expressed herein. The Purchaser understands that the Forward Purchase Securities are “restricted securities”
under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase
Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration
and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the
Forward Purchase Securities, or any shares of Class A Common Stock into which the Forward Purchase Securities may be converted into or
exercised for, for resale, except pursuant to the Registration Rights. The Purchaser further acknowledges that if an exemption from registration
or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale,
the holding period for the Forward Purchase Securities, and requirements relating to the Company which are outside of the Purchaser’s
control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company filed
the Registration Statement for the IPO with the SEC. The Purchaser understands that the offering of the Forward Purchase Securities hereunder
is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of
the Securities Act with respect to such offering of the Forward Purchase Securities.


 


(h)           No
Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Securities, and that the Company
has made no assurances that a public market will ever exist for the Forward Purchase Securities.


 


(i)            High Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Securities involves a
high degree of risk which could cause the Purchaser to lose all or part of its investment.


 


(j)            Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act.


 






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(k)           Foreign
Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code
of 1986, as amended), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Forward Purchase Securities or any use of this Agreement,
including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities, (ii) any foreign
exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv)
the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of
the Forward Purchase Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the
Forward Purchase Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 


(l)            No General Solicitation. Neither the Purchaser, nor, to its knowledge, any of its officers, directors, employees, agents,
stockholders or partners has either directly or indirectly, including through a broker or finder, (i) engaged in any general solicitation,
or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.


 


(m)          Residence. The principal place of business of the Purchaser is the office located at the address of the Purchaser set forth
in Section 8(a) hereof.


 


(n)           Non-Public
Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of material
non-public information relating to the Company.


 


(o)           Adequacy of Financing. At the time of the FPS Closing, the Purchaser will have available to it sufficient funds to satisfy
its obligations under this Agreement.


 


(p)           Affiliation of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with any underwriter of
the IPO or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”)
that is participating in the IPO.


 


(q)           No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section
2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser
nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to
make any other express or implied representation or warranty with respect to the Purchaser and the offering, sale and purchase of the
Forward Purchase Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations
and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant
hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have
been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company
Parties”).


 






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3.             Representations
and Warranties of the Company. The Company represents and
warrants to the Purchaser as follows:


 


(a)           Incorporation and Corporate Power. The Company is duly incorporated and validly existing and in good standing as a corporation
under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted
and as proposed to be conducted. The Company has no subsidiaries.


 


(b)           Capitalization. The authorized share capital of the Company consists, as of the date hereof, of:


 


(i)           200,000,000
shares of Class A Common Stock, none of which are issued and outstanding;


 


(ii)          20,000,000 shares of Class B common stock of the Company, par value $0.0001 per share, 10,062,500 of which are issued and outstanding;
and all of the outstanding shares of Class B common stock of the Company have been duly authorized, are fully paid and nonassessable and
were issued in compliance with all applicable laws; and


 


(iii)         1,000,000
shares of preferred stock of the Company, par value $0.0001 per share, none of which are issued and outstanding.


 


(c)           Authorization.
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company
to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing, and the securities issuable upon conversion
or exercise of the Forward Purchase Securities, has been taken or will be taken prior to the FPS Closing, as applicable. All action on
the part of the stockholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance
of all obligations of the Company under this Agreement to be performed as of the FPS Closing, and the issuance and delivery of the Forward
Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities has been taken or will
be taken prior to the FPS Closing, as applicable. This Agreement, when executed and delivered by the Company, shall constitute the valid
and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to
or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights
may be limited by applicable federal or state securities laws.


 


(d)           Valid
Issuance of Forward Purchase Securities.


 


(i)           The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth
in this Agreement, and the securities issuable upon conversion or exercise of the Forward Purchase Securities, when issued in accordance
with the terms of the Forward Purchase Warrants and this Agreement, will be validly issued, fully paid and nonassessable and free of all
preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other
than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created
by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings
described in Section 3(e) below, the Forward Purchase Securities will be issued in compliance with all applicable federal and state
securities laws.


 


(ii)          No
 “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a
 “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company
Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii)—(iv) or (d)(3), is
applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for
purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 






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(e)           Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local
governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by
this Agreement, except for any filings pursuant to Regulation D of the Securities Act, applicable state securities laws, and pursuant
to the Registration Rights.


 


(f)            Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement by the Company will not result in any violation or default (i) of any provisions of the Company’s certificate
of incorporation, as it may be amended from time to time (the “Charter”), bylaws or other governing documents,
(ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which the Company is bound, (iii) under
any note, indenture or mortgage to which the Company is a party or by which the Company is bound, (iv) under any lease, agreement, contract
or purchase order to which the Company is a party or by which the Company is bound or (v) of any provision of federal or state statute,
rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the
Company or its ability to consummate the transactions contemplated by this Agreement.


 


(g)           Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct,
any operations other than organizational activities and activities in connection with the IPO and offering of the Forward Purchase Securities.


 


(h)           Foreign Corrupt Practices. Neither the Company, nor, to the knowledge of the Company, any director, officer, agent, employee
or other Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct
or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(i)            Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements and all applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations,
including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable
money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(j)            Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting
the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities
as such.


 


(k)           No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or stockholders has either directly
or indirectly, including through a broker or finder, (i) engaged in any general solicitation, or (ii) published any advertisement in
connection with the offer and sale of the Forward Purchase Securities.


 


(l)            No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section
3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to
make any other express or implied representation or warranty with respect to the Company, the offering, sale and purchase of the Forward
Purchase Securities, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty.
Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations
or warranties that may have been made by any of the Purchaser Parties.


 






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4.             Additional Agreements, Acknowledgements and Waivers of the Purchaser.


 


(a)           Trust
Account.


 


(i)           The
Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”)
for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it
has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as
a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of
any shares of Class A Common Stock issued in the IPO (the “Public Shares”) held by it.


 


(ii)          The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares
held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim
against the Trust Account or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if
any, the Purchaser may have in respect of any Public Shares held by it.


 


(b)           No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any
understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section 4(b), “Short Sales” shall include, without limitation, all
 “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and all types of direct and indirect stock pledges (other than pledges in
the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and
similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or
foreign regulated brokers.


 


(c)           Voting.
The Purchaser hereby agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, the Purchaser shall vote any shares of Class A Common Stock owned by it in favor of any proposed
Business Combination. If the Purchaser fails to vote any shares of Class A Common Stock it is required to vote hereunder in favor of
a Proposed Business Combination, the Purchaser hereby grants hereunder to the Company and any representative designated by the Company
without further action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser, which
power of attorney shall be deemed to be coupled with an interest.


 






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5.             Additional
Agreements of the Company.


 


(a)           No Material Non-Public Information. The Company agrees that no information provided to the Purchaser in connection with
this Agreement will, upon the IPO Closing, constitute material non-public information of the Company.


 


(b)           Nasdaq Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Common
Stock on the Nasdaq Capital Market (or another national securities exchange).


 


(c)           No
Amendments to the Charter. The amended and restated certificate of incorporation of the Company will be in substantially the same
form of Exhibit B hereto and will not be amended in any material respect prior to the IPO Closing without the Purchaser’s
prior written consent.


 


6.             FPS
Closing Conditions.


 


(a)           The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject
to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable
laws, may be waived by the Purchaser:


 


(i)           The
Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase
Securities;


 


(ii)          The
Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Delaware corporation, as
of a date within ten (10) Business Days of the Business Combination Closing;


 


(iii)         The
representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such
representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by
its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true
and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by
this Agreement;


 


(iv)        The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing;


 


(v)          No
order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities; and


 






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(b)           The
obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment,
at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be
waived by the Company:


 


(i)           The
Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase
Securities;


 


(ii)          The
representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a
specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would
not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;


 


(iii)         The
Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and


 


(iv)         No order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities.


 


7.             Termination. This Agreement may be terminated
at any time prior to the FPS Closing:


 


(a)           by
mutual written consent of the Company and the Purchaser; or


 


(b)           automatically


 


(i)           if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or


 


(ii)          if the Business Combination is not consummated within 24 months from the IPO Closing, or such later date as may be approved by
the Company’s stockholders in accordance with the Charter.


 


In
the event of any termination of this Agreement pursuant to this Section  7, the FPS Purchase Price (and interest
thereon, if any), if previously paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser
in accordance with written instructions provided by the Purchaser to the Company, and thereafter this Agreement shall forthwith become
null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers,
employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease; provided, however,
that nothing contained in this Section 7 shall relieve either party from liabilities or damages arising out of any fraud or willful
breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement. Section 4(a)
shall survive termination of this Agreement.


 






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8.             General
Provisions.


 


(a)           Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or
facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business
Day delivery, with written verification of receipt.


 


(i)           All
communications sent to the Company shall be sent to: Zimmer Energy Transition Acquisition Corp., 9 West 57th Street, 33rd Floor, New
York, NY 10019, Attn: Barbara Burger, email: bburger@zimmerpartners.com, with a copy to the Purchaser’s counsel at: Akin Gump Strauss
Hauer & Feld LLP, One Bryant Park, New York, NY 10036, Attn: Alice Hsu, email: ahsu@akingump.com, fax: (212) 872-1002, or to such
e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section
8(a).


 


(ii)          All communications to the Purchaser shall be sent to shall be sent to: Zimmer Partners, LP, 9 West 57th Street, 33rd Floor, New
York, NY 10019, Attn: General Counsel, email: bburger@zimmerpartners.com, with a copy to the Purchaser’s counsel at: Akin Gump Strauss
Hauer & Feld LLP, One Bryant Park, New York, NY 10036, Attn: Alice Hsu, email: ahsu@akingump.com, fax: (212) 872-1002, or to such
e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section
8(a).


 


(b)           No
Finder’s Fees. Other than fees payable to the underwriters of the IPO or any other investment bank or financial advisor who
assists the Company in sourcing targets for a Business Combination, which fees shall be the responsibility of the Company, each party
represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The
Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of
a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability
or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees
to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s
or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its officers, employees or representatives is responsible.


 


(c)           Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the FPS Closing.


 


(d)           Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto
or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 






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(e)           Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding
upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)            Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, the Purchaser may assign and
delegate all or a portion of its rights and obligations to purchase the Forward Purchase Securities to one or more other persons upon
the consent of the Company (which consent shall not be unreasonably conditioned, withheld or delayed); provided, however,
that no consent of the Company shall be required if such assignment or delegation is to an affiliate of the Purchaser or one or more
entities advised by Zimmer Partners LP; provided, further, that no such assignment or delegation shall relieve the Purchaser
of its obligations hereunder and the Company shall be entitled to pursue all rights and remedies against the Purchaser subject to the
terms and conditions hereof.


 


(g)           Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all
of which together will constitute one and the same instrument.


 


(h)           Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.


 


(i)            Governing
Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of
New York, without giving effect to its choice of laws principles.


 


(j)            Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the
jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out
of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of
New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of
the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such
court.


 


(k)           Waiver
of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement
and the transactions contemplated hereby.


 






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(l)            Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company
and the Purchaser.


 


(m)          Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision
will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied
to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in
accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific
words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n)           Expenses. Each of the Company and the Purchaser will be responsible for payment of its own costs and expenses incurred in
connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby,
including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible
for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance and
resale of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities.


 


(o)           Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference
to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
 “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to
any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained
herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein
in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such
party hereto is in breach of the first representation, warranty, or covenant.


 


(p)           Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or
not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect
in any way any rights arising because of any prior or subsequent occurrence.


 


(q)           Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions contemplated
hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential
and shall not publicly disclose the existence or terms of this Agreement.


 


(r)            Specific
Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed
by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or equity.


 


[Signature Page Follows]


 






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IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


	PURCHASER:	 
	 	 
	ZP MASTER UTILITY FUND, LTD.

By: Zimmer Partners, LP, its investment manager

By: Zimmer Partners GP, LLC, its general partner

By: Sequentis Financial LLC, its managing member	 
	 	 
	 	 
	By:	 	 
	Name:	Barbara Burger	 
	Title:	Director, General Counsel and Secretary	 
	 	 	 
	 	 	 
	COMPANY:	 
	 	 
	ZIMMER ENERGY TRANSITION ACQUISITION CORP.
	 	 
	 	 
	By:	 	 
	Name:	Stuart J. Zimmer	 
	Title:	Chief Executive Officer	 


 





[Signature Page to Forward Purchase Agreement]

 






     


     


    

 


Exhibit A


 


Registration Rights


 


1.         Within
thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration
statement on Form S-3 for a secondary offering (including any successor registration statement covering the resale of the Registrable
Securities, a “Resale Shelf”) of (x) the Class A Common Stock and Forward Purchase Warrants (and underlying
Class A Common Stock) comprising the Forward Purchase Securities and (y) any other equity security of the Company issued or issuable with
respect to the securities referred to in clause (x) by way of a share capitalization or share split or in connection with a combination
of shares, recapitalization, merger, consolidation or reorganization (collectively, for so long as such securities are held by the Purchaser
or its assignees under the Agreement (each, a “Holder”), the “Registrable Securities”)
pursuant to Rule 415 under the Securities Act; provided that if Form S-3 is unavailable for such a registration, the Company shall register
the resale of the Registrable Securities on another appropriate form and undertake to register the Registrable Securities on Form S-3
as soon as such form is available, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter,
but in no event later than sixty (60) days after the initial filing of the Resale Shelf, and (iii) to maintain the effectiveness of such
Resale Shelf with respect to the Registrable Securities until the earliest of (A) the date on which such securities are no longer Registrable
Securities and (B) the date all of the Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or
limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities
Act.


 


2.         The
Holders may, after the Resale Shelf becomes effective, deliver a written notice to the Company (the “Underwritten Offering
Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Resale Shelf is intended to
be conducted through a firm commitment underwritten offering (an “Underwritten Offering”); provided,
however, that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch an Underwritten
Offering the anticipated gross proceeds of which shall be less than $10,000,000 (unless the Holders are proposing to sell all of their
remaining Registrable Securities), (ii) launch more than three Underwritten Offerings at the request of the Holders within any three-hundred
sixty-five (365) day-period or (iii) launch an Underwritten Offering within the period commencing fourteen (14) days prior to and ending
two (2) days following the Company’s scheduled earnings release date for any fiscal quarter or year. In the event of an Underwritten
Offering, the Holders representing a majority-in-interest of the Registrable Securities to be included in such Underwritten Offering shall
select the managing underwriter(s) for the Underwritten Offering; provided that the choice of such managing underwriter(s) shall
be subject to the consent of the Company, which is not to be unreasonably withheld, conditioned or delayed. If the underwriter(s) for
any Underwritten Offering pursuant to this paragraph 2 of this Exhibit A (each, a “Secondary Offering”)
advise the Company and the Holders that, in their good faith opinion, marketing factors require a limitation on the number of securities
that may be included in such Secondary Offering, the number of securities to be so included shall be allocated as follows: (i) first,
to the Holders that have requested to participate in such Secondary Offering, allocated pro rata among such Holders on the basis
of the percentage of the Registrable Securities requested to be included in such Secondary Offering by such Holders, and (ii) second,
to the holders of any other securities of the Company that have been requested to be so included.


 


3.         Upon
receipt of prior written notice by any Holder that they intend to effect a sale of Registrable Securities held by them as are then
registered pursuant to the Resale Shelf, the Company shall use its reasonable best efforts to cooperate in such sale (whether or not
such sale constitutes an Underwritten Offering), including by amending or supplementing the prospectus related to such Resale Shelf
as may be reasonably requested by such Holder for so long as such Holder holds Registrable Securities.


 






    A-1 


     


    

 


4.         In
the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) from registering all of the Registrable Securities on
the Resale Shelf or the Staff requires that any Holder be specifically identified as an “underwriter” in order to permit such
registration statement to become effective, and such Holder does not consent in writing to being so named as an underwriter in such registration
statement, the number of Registrable Securities to be registered on the Resale Shelf will be reduced on a pro rata basis among all Holders
to be so included, unless otherwise required by the Staff, so that the number of Registrable Securities to be registered is permitted
by the Staff and such Holder is not required to be named as an “underwriter”; provided, that any Registrable
Securities not registered due to this paragraph 4 shall thereafter as soon as allowed by the SEC guidance be registered to the extent
the prohibition no longer is applicable.


 


5.         If
at any time the Company proposes to file a registration statement (a “Registration Statement”) on its own behalf,
or on behalf of any other Persons who have registration rights (“Other Holders”), relating to an Underwritten
Offering of common stock (a “Company Offering”), then the Company will provide the Holders with notice in writing
(an “Offer Notice”) at least five (5) Business Days prior to such filing, which Offer Notice will offer to include
in the Registration Statement the Registrable Securities held by each Holder (the “Piggyback Securities”). Within
three (3) Business Days after receiving the Offer Notice, each Holder may make a written request (a “Piggyback Request”)
to the Company to include some or all of such Holder’s Registrable Securities in the Registration Statement. If the underwriter(s)
for any Company Offering advise the Company that, in their good faith opinion, marketing factors require a limitation on the number of
securities that may be included in the Company Offering, the number of securities to be so included shall be allocated as follows: (i)
first, to the Company and the Other Holders, if any; and (ii) second, to the Holders and any other holders of similar piggyback rights,
based pro rata on the value of the securities requested to be sold in such Company Offering by each requesting holder.


 


6.         In
connection with any Underwritten Offering, the Company shall enter into such customary agreements and take all such other actions in connection
therewith (including those requested by Holders representing a majority-in-interest of the Registrable Securities to be included in such
Underwritten Offering) in order to facilitate the disposition of such Registrable Securities as are reasonably necessary or required,
and in such connection enter into a customary underwriting agreement that provides for customary opinions, comfort letters and officer’s
certificates and other customary deliverables.


 


7.         The
Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and
maintain the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration
Expenses. For purposes of this paragraph 7, “Registration Expenses” shall mean the out-of-pocket expenses
of any Secondary Offering and any Company Offering, including, without limitation, the following: (i) all registration and filing
fees (including fees with respect to filings required to be made with FINRA and any securities exchange on which the Registrable
Securities are then listed); (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii)
printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v)
reasonable fees and disbursements of all independent registered public accountants of the Company; and (vi) reasonable fees and
expenses of one (1) legal counsel selected by Holders representing a majority-in-interest of the Registrable Securities
participating in any such Secondary Offering not to exceed $200,000 per Secondary Offering, but shall not include any incremental
selling expenses relating to the sale of Registrable Securities, such as underwriters’ commissions and discounts, brokerage
fees, underwriter marketing costs and, other than as set forth in clause (vi) of this paragraph 7, the fees and expenses of any
legal counsel representing the Holders; and provided that the Company shall only be responsible for expenses under clause (vi) with
respect to three Secondary Offerings in any consecutive three-hundred sixty-five (365) day-period.


 






    A-2 


     


    

 


8.         The
Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Holders a written notice (“Suspension
Notice”) stating that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s
insider trading policy (as if the Holders were covered by such policy) or (ii) materially detrimental to the Company and its stockholders
for such prospectus to be used at such time. The Company’s right to suspend the use of such prospectus under clause (ii) of the
preceding sentence may be exercised for a period of not more than ninety (90) days after the date of such notice to the Holders; provided
such period may be extended for an additional thirty (30) days with the consent of Holders representing a majority-in-interest of the
Registrable Securities, which consent shall not be unreasonably withheld; provided further, that such right to suspend the use of a prospectus
shall be exercised by the Company not more than once in any twelve (12) month period. The Holders shall not effect any sales of Registrable
Securities pursuant to the Resale Shelf at any time after they have received a Suspension Notice from the Company and prior to receipt
of an End of Suspension Notice (as defined below). The Holders may recommence effecting sales of the Registrable Securities pursuant to
the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from the Company
to the Holders. The Company shall act in good faith to permit any suspension period contemplated by this paragraph 8 to be concluded as
promptly as reasonably practicable.


 


9.         The
Holders agree that, except as required by applicable law, the Holders shall treat as confidential the receipt of any Suspension Notice
(provided that in no event shall such notice contain any material nonpublic information of the Company) hereunder and shall not disclose
or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information
contained therein is or becomes public, other than as a result of disclosure by a Holder of Registrable Securities in breach of the terms
of this Agreement.


 


10.       The
Company shall indemnify and hold harmless the Holders, their respective directors and officers, partners, members, managers,
employees, agents, and representatives and each person, if any, who controls a Holder within the meaning of the Securities Act and
the Exchange Act and any agent thereof (collectively, “Indemnified Persons”), to the fullest extent
permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs (including
reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or
otherwise, under the Securities Act or otherwise (collectively, “Losses”), promptly as incurred, arising
out of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale
Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of, are
based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however,
that the Company shall not be liable in any such case or to any Indemnified Person to the extent that any such Loss arises out of,
is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission or so made in reliance
upon or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically for use in the
preparation of the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such Indemnified Person, and shall survive the transfer of
such securities by the Purchaser.


 






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11.       The
Company’s obligation under paragraph 1 of this Exhibit A is subject to each Holder’s furnishing to the Company in writing
such information as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus, or any amendment
or supplement thereto. Each Holder shall indemnify the Company, its officers, directors, managers, employees, agents and representatives,
and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and
expenses resulting from any untrue statement or alleged untrue statement of material fact contained in the Resale Shelf, the related prospectus,
or any amendment 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 not misleading, but only to the extent that such untrue statement or omission is contained in any information
so furnished in writing by such Holder expressly for inclusion in such Resale Shelf, related prospectus or amendment or supplement thereto,
as applicable; provided that the obligation to indemnify shall be individual, not joint and several, and shall be limited to the net amount
of proceeds received by the applicable Holder from the sale of Registrable Securities pursuant to the Resale Shelf.


 


12.       The
Company shall cooperate with the Holders, to the extent the Registrable Securities become freely tradable, to facilitate the timely preparation
and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a
Resale Shelf and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably request
and registered in such names as each Holder may request.


 


13.       If
requested by Holders representing a majority-in-interest of the Registrable Securities, the Company shall as soon as practicable, subject
to any Suspension Notice, (i) incorporate in a prospectus supplement or post-effective amendment such information as each Holder reasonably
requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information
with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms
of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement
or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
and (iii) supplement or make amendments to any Registration Statement if reasonably requested by Holders representing a majority-in-interest
of the Registrable Securities.


 


14.       As
long as Registrable Securities are outstanding, the Company, at all times while it shall be reporting 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, unless filed through the SEC’s EDGAR system. The Company further covenants that it
shall take such further action as the Holders may reasonably request, all to the extent required from time to time, to enable the Holders
to sell the Class A Common Stock and Forward Purchase Warrants held by the Holders without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions, to
the extent such exemption is available to the Purchaser at such time. 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.


 






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Exhibit B


 


Form of Amended and Restated Certificate
of Incorporation of the Company


 


See attached.