Exhibit 10.4


 


Zimmer Energy Transition Acquisition Corp.


9 West 57th Street, 33rd
Floor


New York, NY 10019





 


June 15, 2021


 


Zimmer Partners, LP


9 West 57th Street, 33rd Floor


New York, NY 10019


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between Zimmer Energy
Transition Acquisition Corp., a Delaware corporation (the “Company”), and Zimmer Partners, LP, a Delaware limited
partnership (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing
on the date that securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”)
and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation
(in each case as described in the Registration Statement on Form S-1 (File No. 333-254940) filed with the Securities and Exchange Commission)
(such earlier date hereinafter referred to as the “Termination Date”):


 


1.                  
The Services Provider (and/or any of its affiliates designated by the Services Provider) shall make available to the Company, at
the address of the Services Provider referred to above (or any successor location or other existing office locations of the Services Provider
or any of its affiliates), office space, utilities and secretarial and administrative support as may be reasonably requested by the Company.
In exchange therefor, the Company shall pay to the Services Provider, on the first day of each month, the sum of $10,000 per month commencing
on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


2.                  
The Services Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind or
nature whatsoever (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it
out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the
proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby
irrevocably waives any Claim it presently has or may have in the future as a result of, or arising out of, this letter agreement, which
Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further
agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets
in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes the entire agreement
and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby.


 


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


 






     


     


    

 


No party hereto may assign either this letter agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other party, provided that the Services
Provider may assign this letter agreement or any of its rights, interests, or obligations hereunder to an affiliate without the prior
written approval of the Company. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 


This letter agreement constitutes the entire relationship
of the parties hereto with respect to the subject matter described herein and any litigation between the parties (whether grounded in
contract, tort, statute, law or equity) shall be governed by and construed in accordance with the laws of the State of New York.


 


This letter agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and
the same letter agreement.


 


[Signature page follows]


 






    2 


     


    

 





	 	Very truly yours,




 


	 	Zimmer Energy Transition Acquisition Corp.




 





	 	By:	/s/ Stuart J. Zimmer




	 	 	Name: Stuart J. Zimmer




	 	 	Title: Chief Executive Officer and Chairman of the Board







 


AGREED TO AND ACCEPTED BY:


 


Zimmer Partners, LP


 


By: Zimmer Partners GP, LLC, its general partner


 


By: Sequentis Financial, LLC, its managing partner


 





	By:	/s/ Barbara Burger	 




	 	Name: Barbara Burger	 




	 	Title: Authorized Signatory	 







 


[Signature Page to Administrative
Services Agreement]