Exhibit 10.6


 


FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


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”).


 


WHEREAS:


 


The Company intends to consummate an initial public
offering of the Company’s units (the “Public Offering”), each unit consisting of one share of the Company’s
Class A common stock, par value $0.0001 per share (each, a “Share”), and one-third of one warrant as set forth in the
Company’s registration statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”),
File Number 333-[·] (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”);


 


Each whole warrant entitles the holder to purchase
one Share at an exercise price of $11.50 per Share; and


 


The Purchaser has agreed to purchase an aggregate
of 9,500,000 warrants (or up to 10,550,000 warrants if the over-allotment option in connection with the Public Offering is exercised in
full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share
at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.
        Authorization, Purchase and Sale; Terms of the Private Placement Warrants.


 


A.        Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the
Purchaser.


 


B.        Purchase
and Sale of the Private Placement Warrants. On the date that is one business day prior to the date of the consummation of the Public
Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company 9,500,000 Private Placement Warrants
at a price of $1.00 per warrant for an aggregate purchase price of approximately $9,500,000 (the “Purchase Price”),
which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions.
On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to
the Company, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date
duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date that is one business
day prior to each date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such
earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing
Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate
of 1,050,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $1,050,000 (if the over-allotment
option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall
be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On
the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately
available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased
on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 






     


     


    

 


C.        Terms
of the Private Placement Warrants.


 


(i)         Each Private Placement Warrant shall
have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering
(the “Warrant Agreement”).


 


(ii)        At the time of the closing of the
Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”)
pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the
Shares underlying the Private Placement Warrants.


 


Section 2.        Representations and Warranties
of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants,
the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:


 


A.        Organization
and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State
of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have
a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B.        Authorization;
No Breach.


 


(i)         The execution, delivery and performance
of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes
the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to
general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant
to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms as of the Closing Date.


 


(ii)        The execution and delivery by the
Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of
the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective terms hereof and
thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or
provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the
Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption
or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to
the certificate of incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of
the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement,
order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state
securities laws.


 


C.        Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable
upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement
Warrants purchased by the Purchaser and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens,
claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions
of the Purchaser.


 






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D.        Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby, except for applicable requirements of the Securities Act.


 


E.       Regulation
D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, officers, directors or beneficial stockholders
of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation
D under the Securities Act.


 


Section 3.        Representations and Warranties
of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants
to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each
Closing Date) that:


 


A.        Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B.        Authorization;
No Breach.


 


(i)           This Agreement constitutes a valid
and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable
principles (whether considered in a proceeding in equity or law).


 


(ii)          The execution and delivery by the
Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of
each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a
default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets
under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration
to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents
(in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute,
rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is
subject, except for any filings required after the date hereof under federal or state securities laws.


 


C.        Investment
Representations.


 


(i)          The Purchaser is acquiring the Private
Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof.


 


(ii)         The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act and the Purchaser has not experienced
a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii)       The Purchaser understands that the
Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United
States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance
with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and
the eligibility of the Purchaser to acquire such Securities.


 


(iv)        The Purchaser did not decide to enter
into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under
the Securities Act.


 






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(v)        The Purchaser has been furnished with
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities
which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers
and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and the Purchaser
has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment decision with
respect to the acquisition of the Securities.


 


(vi)        The Purchaser understands that no
United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed
upon or endorsed the merits of the offering of the Securities.


 


(vii)      The Purchaser understands that: (a)
the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom;
(b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation
to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder; and (c) Rule 144 adopted pursuant to the Securities Act will not be available for resale transactions of Securities prior
to a business combination and may not be available for resale transactions of Securities after a business combination.


 


(viii)     The Purchaser has such knowledge
and experience in financial and business matters, knows of the high degree of risk associated with investments in the securities of companies
in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is
able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time.
The Purchaser has adequate means of providing for the Purchaser’s current financial needs and contingencies and will have no current
or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete
loss of the Purchaser’s investment in the Securities.


 


(ix)        The Purchaser understands that the
Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


Section 4.        Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment,
on or before each Closing Date, of each of the following conditions:


 


A.        Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such
Closing Date as though then made.


 


B.        Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.


 


C.        No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D.        Warrant
Agreement. The Company shall have entered into the Warrant Agreement on terms satisfactory to the Purchaser.


 






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Section 5.        Conditions of the Company’s
Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each
Closing Date, of each of the following conditions:


 


A.        Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of
such Closing Date as though then made.


 


B.        Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.        Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D.        No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


E.        Warrant
Agreement. The Company shall have entered into the Warrant Agreement.


 


Section 6.        Termination. This Agreement
may be terminated at any time after December 31, 2021 upon the election by either the Company or the Purchaser upon written notice to
the other parties if the closing of the Public Offering does not occur prior to such date.


 


Section 7.        Survival of Representations and
Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8.        Definitions. Terms used but
not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9.        Miscellaneous.


 


A.        Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchaser to affiliates thereof (including, without limitation, one or more of the Purchaser’s members).


 


B.        Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.        Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


D.        Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 






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E.        Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


F.        Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties
hereto.


 


[Signature page follows]


 






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


 


	 	COMPANY:
	 	 
	 	ZIMMER ENERGY TRANSITION ACQUISITION CORP.


 


	 	By:	 
	 	Name:	Stuart J. Zimmer
	 	Title:	
    Chief Executive Officer 



 


 


	 	PURCHASER:
	 	 
	 	ZETA SPONSOR LLC
	 	 
	 	By:	 
	 	Name:	Stuart J. Zimmer
	 	Title:	
    Chief Executive Officer

     



 


[Signature Page to Private Placement Warrants Purchase Agreement]