Exhibit 10.7


 


FORWARD PURCHASE AGREEMENT


 


This
Forward Purchase Agreement (this “Agreement”) is entered into as of June 11, 2021, by and among
Zimmer Energy Transition Acquisition Corp., a Delaware corporation (the “Company”), and Bluescape Resources
Company LLC, a Delaware limited liability company (the “Purchaser”).


 


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


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement
on Form S-1 (File No. 333-254940) (the “Registration Statement”) for its initial public offering (“IPO”)
of units (the “Units”) at a price of $10.00 per Unit, each comprised of one share of the Company’s Class A
common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one warrant, where
each whole warrant is exercisable to purchase one share of Class A Common Stock at an exercise price of $11.50 per share;


 


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


 


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


 


WHEREAS,
the Company has entered into or intends to concurrently with entering into this Agreement enter into a forward purchase agreement (the
 “Zimmer Forward Purchase Agreement”) with ZP Master Utility Fund, Ltd., a Cayman Islands exempted
limited company (the “Zimmer Entity”), for the purchase by the Zimmer Entity of 10,000,000 units, at a price
of $10.00 per unit, each comprised of one share of Class A Common Stock and one-third of one warrant to purchase one share of Class A
Common Stock at an exercise price of $11.50 (the “Zimmer Forward Purchase Securities”) immediately prior to
the Business Combination Closing.


 


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


 






     


     


    

 


1.            Sale
and Purchase.


 


(a)            Forward
Purchase Securities.


 


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


 


(ii)            The
number of Forward Purchase Securities to be issued and sold by the Company and purchased by the Purchaser hereunder shall be determined
as follows:


 


(1)            
No earlier than the execution of a letter of intent or term sheet related to the Business Combination (the “Executed LOI/Term
Sheet”) but no later than ten (10) Business Days prior to the Company’s entry into a definitive agreement for the
Business Combination (the “Business Combination Agreement”) or such other date as the Company and the
Purchaser shall mutually agree upon, the Company shall provide the Purchaser with notice (the “Company
Notice”) that it desires the Purchaser to purchase the Maximum Units pursuant to this Agreement in connection with the
Business Combination Closing, together with a copy of the Executed LOI/Term Sheet and such supporting documentation and analyses as
the Company deems relevant to assist the Purchaser in its evaluation of the Business Combination. Following delivery of the Company
Notice, the Company shall provide the Purchaser with such other information as the Purchaser (or any applicable assignee pursuant to
Section 8(f) hereof (such assignee, a “Transferee”)) may reasonably request so that the
Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the purchase of the Forward Purchase
Securities hereunder.


 


(2)            Within
five (5) Business Days after receipt of the Company Notice, the Purchaser shall provide the Company with notice (the
 “Purchaser Notice”) of the decision of its investment committee as to the number of Forward Purchase
Securities it wishes to purchase pursuant to this Agreement, if any, which shall not exceed the Maximum Units, which notice shall
constitute the binding obligation of the Purchaser to purchase such number of Forward Purchase Securities, (a) subject to the terms
and conditions of this Agreement and (b) provided that the material terms of the Business Combination do not change in a manner adverse to the Purchaser from the information
set forth in, or appended to, the Company Notice.


 


(3)            At
least three (3) Business Day before the Business Combination Closing, the Company shall provide a notice to the Purchaser specifying
the anticipated date of the Business Combination Closing, the FPS Purchase Price applicable to the number of Forward Purchase Securities
set forth in the Purchaser Notice and instructions for wiring the FPS Purchase Price to an account designated by the Company.


 


(iii)            In
the event that any Business Combination Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed
pursuant to clause (ii) above to determine the number of Forward Purchase Securities to be purchased by the Purchaser in connection
with such Business Combination Agreement shall be disregarded and the provisions of clause (ii) above must be separately completed
for each Business Combination Agreement entered into by the Company.


 


(iv)            The
closing of the sale of Forward Purchase Securities (the “Forward Closing”) shall be held on the same date and
immediately prior to the Business Combination Closing (such date being referred to as the “Forward Closing Date”).
At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company the FPS Purchase Price
for the Forward Purchase Securities by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company
in the notice pursuant to Section 1(a)(ii)(3) to be held in escrow until the Forward Closing. Immediately prior to the
Forward Closing on the Forward Closing Date, (i) the FPS Purchase Price shall be released from escrow automatically and without
further action by the Company or the Purchaser, and (ii) upon such release, the Company shall issue the Forward Purchase Securities
to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state
or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or
to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within five (5) Business
Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business
Day thereafter) return the FPS Purchase Price to the Purchaser. For purposes of this Agreement, “Business Day”
means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in the City of New York, New York.


 






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


 


(b)            Delivery
of Forward Purchase Securities.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(q)            S-1
Disclosure. The information provided by the Purchaser and its affiliates to the Company for disclosure in the Registration Statement
is true and accurate in all material respects.


 


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


 






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


 


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


 


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


 


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


 


(ii)           20,000,000
shares of Class B common stock of the Company, par value $0.0001 per share, 8,625,000 of which are issued and outstanding; and all
of the outstanding shares of Class B common stock of the Company have been duly authorized, are fully paid and nonassessable and
were issued in compliance with all applicable laws; and


 


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


 


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


 






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(d)            Valid
Issuance of Forward Purchase Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(l)             Issuance
Totals. Prior to or concurrently with the execution and delivery of this Agreement, the Company has or is entering into the Zimmer
Forward Purchase Agreement.


 


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


 






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


 


(a)            Trust
Account.


 


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


 


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


 


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


 


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


 


(d)            Disclosure;
SEC Filings. Purchaser acknowledges that this Agreement and its terms will be disclosed by the Company in the Registration Statement
and other filings with the SEC and other governmental or regulatory authorities and hereby agrees (i) to provide to the Company any
required information to enable the Company to comply with the applicable rules and regulations and (ii) to the disclosure of
such information in the Registration Statement and such other filings.


 






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5.             Additional
Agreements of the Company.


 


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


 


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


 


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


 


6.             Forward
Closing Conditions.


 


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


 


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


 


(ii)           The
Purchaser and any applicable Transferee shall have obtained the approval of its respective investment committee to consummate the purchase
of the Forward Purchase Securities;


 


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


 


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


 


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


 


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


 






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(vii)          The
Zimmer Entity shall have performed, satisfied and complied in all respects with its obligations under the Zimmer Forward Purchase Agreement
and shall have concurrently funded the purchase of the Zimmer Forward Purchase Securities concurrently with the purchase of the Forward
Purchase Securities pursuant to this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)            automatically


 


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


 






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


 


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


 


8.             General
Provisions.


 


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


 


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


 


(ii)            All
communications to the Purchaser shall be sent to shall be sent to: Bluescape Resources Company LLC, 200 Crescent Court, 19th Floor, Dallas,
Texas 75201, Attn: C. John Wilder, email: cjwilder@bluescapegroup.com, with a copy to the Company’s counsel at: Kirkland &
Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Christian O. Nagler, Esq. and Sean T. Wheeler, Esq., email: cnagler@kirkland.com
and sean.wheeler@kirkland.com, fax: (212) 446-4644, or to such e-mail address, facsimile number (if any) or address as subsequently
modified by written notice given in accordance with this Section 8(a).


 







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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


[Signature Page Follows]


 






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


 


PURCHASER:


 


Bluescape Resources
Company LLC


 


	By: 	/s/ Jonathan Siegler	 	 
	Name: 	Jonathan Siegler	 	 
	Title: 	Officer	 	 






 


COMPANY:


 


	Zimmer Energy Transition Acquisition
    Corp.	 	 
	 	 	 
	By:	 /s/ Stuart J. Zimmer	 	 
	Name:	 Stuart J. Zimmer	 	 
	Title:	 Chief Executive Officer and Chairman of the Board	 	 






 


[Signature
Page to Forward Purchase Agreement]


 






    


     


    

 


Exhibit A


 


Registration Rights


 


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


 


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


 






    A-1


     


    

 


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


 







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


 


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


 


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


 






    A-2


     


    

 


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


 







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


 


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


 


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


 






    A-3


     


    

 










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


 


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


 


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


 






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14.          As
long as Registrable Securities are outstanding, the Company, at all times while it shall be reporting under the Exchange Act, covenants
to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed
by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act, and to promptly furnish the Holders
with true and complete copies of all such filings, unless filed through the SEC’s EDGAR system. The Company further covenants that
it shall take such further action as the Holders may reasonably request, all to the extent required from time to time, to enable the
Holders to sell the shares of Class A Common Stock and Forward Purchase Warrants held by the Holders without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including
providing any legal opinions, to the extent such exemption is available to the Purchaser at such time. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements.


 






    A-5


     


    

 


Exhibit B


 


Form of Amended and Restated Certificate
of Incorporation of the Company


 


See attached.