Exhibit 4.4


 





FORM OF WARRANT AGREEMENT

between

ZIMMER ENERGY TRANSITION ACQUISITION CORP.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


THIS WARRANT AGREEMENT (this
 “Agreement”), dated as of [●], 2021, is by and between Zimmer Energy Transition Acquisition Corp., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as
warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS, on [●], 2021,
the Company entered into that certain Private Placement Warrants Purchase Agreement with ZETA Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 9,500,000 warrants (or
up to 10,550,000 warrants if the Over-allotment Option (as defined below) in connection with the Offering (as defined below) is exercised
in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) bearing the legend
set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement
Warrant; and


 


WHEREAS, on [●], 2021,
the Company entered into those certain Forward Purchase Agreements with each of ZP Master Utility Fund, Ltd. (“Zimmer”)
and Bluescape Resources Company LLC (“Bluescape” and, together with Zimmer, the “Forward Purchase
Investors”), pursuant to which the Forward Purchase Investors will be issued warrants bearing the legend set forth in Exhibit
C hereto (the “Forward Purchase Warrants”) in a private placement transaction to occur concurrently with the
closing of the Company’s initial Business Combination (as defined below); and


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the
Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company
may require, of which up to $1,500,000 may be convertible into up to an additional 1,000,000 Private Placement Warrants of the post business
combination entity at a price of $1.00 per warrant at the option of the lender; and


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such
unit comprised of one share of Common Stock (as defined below) and one-third of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 11,666,667 warrants (or up to 13,416,667 warrants if the Over-allotment
Option is exercised in full) to public investors in the Offering (the “Public Warrants” and, together with the
Private Placement Warrants and the Forward Purchase Warrants, the “Warrants”). Each whole Warrant entitles the
holder thereof to purchase one whole share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”),
for $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, the Company has
filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File
No. 333-[●]) (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the
Public Warrants and the Common Stock included in the Units; and


 






     


     


    

 


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned on behalf
of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and
delivery of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.                 
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 


2.                 
Warrants.


 


2.1             
Form of Warrant. Each Warrant shall be issued in registered form only.


 


2.2             
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3             
Registration.


 


2.3.1       
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on,
and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with the Depository
Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to
deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver
to the Depositary definitive certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit
A.


 






    2


     


    

 


Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
President, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon
any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be
issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.3.2       
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4             
Detachability of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on the
52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Citigroup
Global Markets Inc., but in no event shall the Common Stock and the Public Warrants comprising the Units be separately traded until (A)
the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the
Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriters of
their right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment
Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release and files with the Commission a Current
Report on Form 8-K announcing when such separate trading shall begin.


 


2.5             
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of
Units, each of which is comprised of one share of Common Stock and one-third of one Public Warrant. If, upon the detachment of Public
Warrants from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down
to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6             
Private Placement Warrants and Forward Purchase Warrants. The Private Placement Warrants and the Forward Purchase Warrants
shall be identical to the Public Warrants, except that so long as they are held (i) by the Sponsor or any of its Permitted Transferees
(as defined below), in the case of the Private Placement Warrants and (ii) by the Forward Purchase Investors or any of their Permitted
Transferees, in the case of the Forward Purchase Warrants, the Private Placement Warrants and Forward Purchase Warrants: (i) may be exercised
for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30)
days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by
the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), (A) the Private Placement Warrants and any shares
of Common Stock held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants and
(B) the Forward Purchase Warrants and any shares of Common Stock held by a Forward Purchase Investor or a Permitted Transferee thereof
and issued upon exercise of the Forward Purchase Warrants may be transferred by the holders thereof:


 






    3


     


    

 


(a)              
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any member(s) of the Sponsor or any Forward Purchase Investor, as applicable, or any affiliates of the Sponsor or any Forward Purchase
Investor, as applicable;


 


(b)              
in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which
is a member of the individual’s immediate family, or an affiliate of such person, or to a charitable organization;


 


(c)              
in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;


 


(d)              
in the case of an individual, pursuant to a qualified domestic relations order;


 


(e)              
by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices
no greater than the price at which the Warrants were originally purchased;


 


(f)               
by virtue of the laws of the state of Delaware, the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor, Zimmer’s organizational documents upon dissolution of Zimmer or Bluescape’s organizational documents upon dissolution
of Bluescape, as applicable;


 


(g)              
in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; or


 


(h)              
in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property subsequent to the completion of the Company’s initial Business Combination;


 


provided, however, that, in the
case of clauses (a) through (f), these transferees (the “Permitted Transferees”) must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 


3.                 
Terms and Exercise of Warrants.


 


3.1             
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject
to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein,
at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share at which shares of Common
Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall
provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further
that any such reduction shall be identical among all of the Warrants.


 






    4


     


    

 


3.2             
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more
businesses (a “Business Combination”) and (ii) the date that is twelve (12) months from the date of the closing
of the Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of: (w) the date that is five (5) years after
the date on which the Company completes its initial Business Combination, (x) the liquidation of the Company, (y) other than (A) with
respect to the Private Placement Warrants then held by the Sponsor or any of its Permitted Transferees and (B) with respect to the Forward
Purchase Warrants then held by a Forward Purchase Investor or a Permitted Transferee thereof with respect to a redemption pursuant to
Section 6.1 hereof (an “Inapplicable Redemption”), the Redemption Date (as defined below) as provided in Section
6.3 hereof, or (z) the Alternative Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in
subsection 3.3.2 below with respect to an effective registration statement. Except with respect to the right to receive the Redemption
Price (as defined below) (other than with respect to an Inapplicable Redemption) in the event of a redemption (as set forth in Section
6 hereof), each Warrant (other than a Private Placement Warrant then held by the Sponsor or a Permitted Transferee or a Forward Purchase
Warrant then held by a Forward Purchase Investor or a Permitted Transferee in the event of an Inapplicable Redemption) not exercised on
or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants
by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension
to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.


 


3.3             
Exercise of Warrants.


 


3.3.1       
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent,
may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and
all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and
the issuance of such shares of Common Stock, as follows:


 









    5


     


    

 


(a)              
 in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent;


 


(b)              
[reserved];


 


(c)              
with respect to (i) any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted
Transferee and (ii) any Forward Purchase Warrant, so long as such Forward Purchase Warrant is held by a Forward Purchase Investor or a
Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing
(x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price
and the “Fair Market Value”, as defined in this subsection 3.3.1(c), by (y) the Fair Market Value. Solely for purposes of
this subsection 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for
the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the
Warrant Agent;


 


(d)              
as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or


 


(e)              
as provided in Section 7.4 hereof.


 


3.3.2       
Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance
of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he,
she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to
which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares
of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration
statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and a
prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall
be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock
issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied
with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value
and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for
the Unit solely for the shares of Common Stock underlying such Unit. In no event will the Company be required to net cash settle the
Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant
to Section 7.4. If, by reason of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest
whole number the number of shares of Common Stock to be issued to such holder.


 






    6


     


    

 


3.3.3       
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.4       
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common
Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer
books or book-entry system are open.


 


3.3.5       
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she
or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in
excess of 9.8% or such other amount as the holder may specify (the “Maximum Percentage”) of the shares of Common
Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares
of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock
that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its
affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number
of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the
Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing
with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or
the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request
of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which
such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time
to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






    7


     


    

 


4.                 
Adjustments.


 


4.1             
Stock Dividends.


 


4.1.1       
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares
of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other
similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering
to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market Value”
(as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares
of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
are convertible into or exercisable for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of
Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights
offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there
shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in
the applicable market, regular way, without the right to receive such rights.


 


4.1.2       
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock
(or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Common Stock
in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Common Stock in connection
with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) to modify
the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in
the Offering if the Company does not complete the Company’s initial Business Combination within the time period set forth in the
Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to the rights
of holders of Common Stock or pre-initial Business Combination activity, or, (e) in connection with the redemption of the shares of Common
Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination and any
subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets
paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts
of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration
of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section
4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of
Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 






    8


     


    

 


4.2             
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares of Common Stock.


 


4.3             
Adjustments in Exercise and Redemption Trigger Prices. Whenever the number of shares of Common Stock purchasable upon the
exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the
nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be
the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator
of which shall be the number of shares of Common Stock so purchasable immediately thereafter. If, in connection with the closing of the
initial Business Combination, the Company issues additional shares of Common Stock or securities of the Company which are convertible
into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged
to secure any obligation of any holder to purchase equity securities of the Company, (i) at an issue price or effective issue price of
less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board
(and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any shares of common stock of the
Company issued prior to the Offering and held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”) and (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of our initial business
combination (net of redemptions), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price,
the $18.00 per share redemption trigger price described in Section 6.1 hereof shall be adjusted (to the nearest cent) to be equal to 180%
of the Newly Issued Price, and the $10.00 per share redemption trigger price described in Section 6.2 hereof shall be adjusted (to the
nearest cent) to be equal to the Newly Issued Price.


 






    9


     


    

 








4.4             
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value
of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance” ); provided, however, that (i) if the holders of the Common
Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such
consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which
each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders
of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption
offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made
by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended
and restated certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if a proposed initial
Business Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate
is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding
shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash,
securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised
the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder
had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender
or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less
than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable in the form of common
stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises
the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant
to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the
difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but
in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value”
means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for
a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount,
(1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective
date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined
as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest
rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of
Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also
results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection
4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the
par value per share issuable upon exercise of the Warrant.


 






    10


     


    

 


4.5             
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price
resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence
of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or
the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such
event.


 


4.6             
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.7              Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants
initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any
change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form
as so changed.


 






    11


     


    

 





4.8             
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an
adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall
give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and
purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust
the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5.                 
Transfer and Exchange of Warrants.


 


5.1             
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon
the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.


 


5.2             
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a
Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants and Forward Purchase Warrants),
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive
legend.


 


5.3             
Transfers of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange
of Warrants which would require the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part
of the Units.


 


5.4             
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5             
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 






    12


     


    

 


5.6             
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with
the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and
after the Detachment Date.


 


6.                 
Redemption.


 


6.1             
Redemption of Warrants for Cash When the Price Per Share of Common Stock Equals or Exceeds $18.00. Subject to Section 6.5
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable
and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described
in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that the last sale price of the Common Stock reported has been
at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the
thirty (30) trading-day period ending on the third Business Day prior to the date on which notice of the redemption is given and provided
that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).


 


6.2             
Redemption of Warrants When the Price Per Share of Common Stock Equals or Exceeds $10.00. Subject to Section 6.5 hereof,
not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and
prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in
Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the “Fair Market Value” (as such term is
defined in this Section 6.2) of the Common Stock is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
on the trading day prior to the date on which notice of the redemption is given and (ii) if the last sale price of the Common Stock equals
or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants and Forward Purchase
Warrants are concurrently called for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period
(as defined in Section 6.3 below) in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may
elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common
Stock determined by reference to the table below, based on the Redemption Date (as defined below) and the “Redemption Fair Market
Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of
this Section 6.2, (i) the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the
ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption pursuant to this Section 6.2
is sent to the Registered Holders and (ii) the “Redemption Fair Market Value” shall mean the average reported last sale price
of the Common Stock for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section
6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the
Registered Holders with the Redemption Fair Market Value no later than one Business Day after the ten (10) trading day period described
in the definition of “Redemption Fair Market Value” above ends.


 






    13


     


    

 


	Redemption Date	 	Redemption Fair Market Value of Class A Common Stock	 
	(period to expiration of warrants)	 	≤10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 


 


If the exact Redemption Fair
Market Value and Redemption Date (as defined below) are between two values in the table above or the Redemption Date is between two redemption
dates in the table above, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise shall
be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market
Values and the earlier and later redemption dates, as applicable, based on a 365-day year.


 


The stock prices set forth
in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant
is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices immediately prior to
such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately
prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The
number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise
of a Warrant.


 


In no event shall the Warrants
be exercisable in connection with a Make-Whole Exercise for more than 0.361 shares of Common Stock per whole warrant (subject to adjustment).


 






    14


     


    

 


6.3             
 Date Fixed for, and Notice of, Redemption; Redemption Price. In the event that the Company elects to redeem the Warrants
pursuant to Sections 6.1 or 6.2 hereof, the Company shall fix a date for the redemption (the “Redemption Date”).
Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the
Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at
their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, “Redemption
Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 hereof.


 


6.4             
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or, if in connection with a redemption pursuant
to Section 6.2 hereof, on a “cashless basis” in accordance with such section) at any time after notice of redemption shall
have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the
record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.5             
Exclusion of Private Placement Warrants and Forward Purchase Warrants. The Company agrees that the redemption rights provided
in Section 6.1 hereof shall not apply to the Private Placement Warrants or Forward Purchase Warrants if at the time of the redemption
(i) such Private Placement Warrants continue to be held by the Sponsor or any of its Permitted Transferees and (ii) such Forward Purchase
Warrants continue to be held by a Forward Purchase Investor or a Permitted Transferee thereof. However, once such Private Placement Warrants
or Forward Purchase Warrants are transferred (other than to Permitted Transferees under Section 2.6 hereof), the Company may redeem the
Private Placement Warrants or Forward Purchase Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption
are met, including the opportunity of the holder of such Private Placement Warrants or Forward Purchase Warrants to exercise the Private
Placement Warrants or Forward Purchase Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants and Forward
Purchase Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement
Warrants or Forward Purchase Warrants, as applicable, and shall become Public Warrants under this Agreement.


 


7.                 
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1             
No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of stockholders
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or the election of directors of
the Company or any other matter.


 


7.2             
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost,
stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 






    15


     


    

 


7.3             
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4             
Registration of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1       
Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15)
Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration
statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company
shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and
a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any
such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall
fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants,
to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act (or any successor statute) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing
(x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price
and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1,
 “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such
Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be
conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company
shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities
law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required
to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under
United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act
(or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised, the Company shall continue to be obligated
to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 






    16


     


    

 


7.4.2       
Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of
the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise Public
Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act
(or any successor statute) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be
required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Common Stock issuable
upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its best efforts to register or
qualify the Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising
Public Warrant holder to the extent an exemption is not available.


 


8.                 
Concerning the Warrant Agent and Other Matters.


 


8.1             
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2             
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1       
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who
shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


 






    17


     


    

 


8.2.2       
 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3       
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Agreement without any further act.


 


8.3             
Fees and Expenses of Warrant Agent.


 


8.3.1       
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that
the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2       
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


 


8.4             
Liability of Warrant Agent.


 


8.4.1       
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of the
Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith
by it pursuant to the provisions of this Agreement.


 


8.4.2       
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the
Warrant Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3       
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any
breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such
adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 






    18


     


    

 


8.5             
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of
Common Stock through the exercise of the Warrants.


 


8.6             
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all
Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.                 
Miscellaneous Provisions.


 


9.1             
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


9.2             
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by
certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent), as follows:


 


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:


 


Akin Gump Strauss Hauer & Feld LLP


One Bryant Park


New York, New York 10036


Attn: Alice Hsu


Email: ahsu@akingump.com


 


Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Compliance Department

Email: compliance@continentalstock.com


 






    19


     


    

 


9.3             
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out
of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


9.4             
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Holders of the Warrants.


 


9.5             
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6             
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7             
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.


 


9.8              Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including
any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private
Placement Warrants and Forward Purchase Warrants, shall require the vote or written consent of the Registered Holders of 50% of the
then outstanding Public Warrants; provided that if an amendment adversely affects the Private Placement Warrants and Forward
Purchase Warrants in a different manner than the Public Warrants or vice versa, then the vote or written consent of the Registered
Holders of 65% of the Public Warrants and 65% of the Private Placement Warrants and Forward Purchase Warrants (voting together as a
single class), voting as separate classes, shall be required. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
Holders.


 






    20


     


    

 


9.9             
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A — Form of Warrant Certificate


Exhibit B Legend — Private Placement Warrants


Exhibit C Legend — Forward Purchase Warrants


 






    21


     


    

 








IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.


 


	 	ZIMMER ENERGY TRANSITION ACQUISITION CORP.
	 	 
	 	By:  	 
	 	 	Name:  	 Stuart J. Zimmer
	 	 	Title: 	Chief Executive Officer



 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By: 	 
	 	 	Name:	[●]
	 	 	Title:	 [●]



 


[Signature Page to Warrant Agreement]


 






    


     


    

 












 


EXHIBIT A


 


[Form of Warrant Certificate]

[FACE]


 


Number


 


Warrants


 


________________________


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

ZIMMER ENERGY TRANSITION ACQUISITION CORP.


 


Incorporated Under the Laws of the State of
Delaware


 


CUSIP [●]


 


Warrant Certificate


 


This Warrant Certificate
certifies that _____________________, or registered assigns, is the registered holder
of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase
shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of Zimmer Energy Transition Acquisition
Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period
set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares
of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the
Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement)
of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of
the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this
Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock issuable upon exercise of
the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price
per share of Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void.


 






    A-1 


     


    

 


Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.


 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 






    A-2 


     


    

 


	 	ZIMMER ENERGY TRANSITION ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  





 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  



 






    A-3 


     


    

 








[Form of Warrant Certificate]

[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common
Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder
of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof
upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the
Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of
Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 






    A-4 


     


    

 


Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 






    A-5 


     


    

 








Election to Purchase

(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment
for such shares of Common Stock to the order of Zimmer Energy Transition Acquisition Corp. (the “Company”) in the amount
of $________ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered
in the name of _________, whose address is ________________ and that such shares of Common Stock be delivered to ___________ whose address
is __________. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of
_____________, whose address is ___________ and that such Warrant Certificate be delivered to __________, whose address is ______________.


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise
its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.


 


In the event that the Warrant
is a Private Placement Warrant or a Forward Purchase Warrant that is to be exercised on a “cashless” basis pursuant to subsection
3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares
of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares
of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to
the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common
Stock be registered in the name of __________, whose address is __________ and that such Warrant Certificate be delivered to ___________,
whose address is __________.


 


[Signature Page Follows]


 






    A-6 


     


    

 


	Date:  ___________, 20	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)
	Signature Guaranteed:	 
	 	 
	 	 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 






    A-7 


     


    

 








EXHIBIT B

PRIVATE PLACEMENT WARRANTS LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT
BY AND AMONG ZIMMER ENERGY TRANSITION ACQUISITION CORP. (THE “COMPANY”), ZETA SPONSOR LLC AND THE OTHER PARTIES THERETO, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON
WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT
TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH
TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES
OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


No.         Warrants


 






    B-1 


     


    

 








EXHIBIT C

FORWARD PURCHASE WARRANTS LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE WARRANT AGREEMENT
BY AND BETWEEN ZIMMER ENERGY TRANSITION ACQUISITION CORP. (THE “COMPANY”) AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE
UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN)
EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT
TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES
OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A FORWARD
PURCHASE AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 






    C-1