35,000,000 Units Star Peak Energy Transition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
Star Peak Energy Transition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 35,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 20th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 20, 2020 by and between Star Peak Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 11th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August [●], 2020, by and between Star Peak Energy Transition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 20th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 17, 2020, is entered into by and among Star Peak Energy Transition Corp., a Delaware corporation (the “Company”), and Star Peak Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Star Peak Energy Transition Corp.Underwriting Agreement • August 11th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Star Peak Energy Transition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 35,000,000 of the Company’s units (including 5,250,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registrat
WARRANT AGREEMENT between STAR PEAK ENERGY TRANSITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 20th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 20, 2020, is by and between Star Peak Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 11th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August [●], 2020 by and between Star Peak Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • August 20th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2020, is made and entered into by and among Star Peak Energy Transition Corp., a Delaware corporation (the “Company”), Star Peak Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2022 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [●], 2021, by and between Stem, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENT between STAR PEAK ENERGY TRANSITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 11th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August [●], 2020, is by and between Star Peak Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
STEM, INC. and [ ], as Trustee INDENTURE Dated as of [ ] Debt SecuritiesIndenture • September 2nd, 2022 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies
WHEREAS, the Issuer has duly authorized the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;
STEM, INC. 2009 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • February 28th, 2022 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
Unless otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 28th, 2022 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This Executive Employment Agreement (the “Agreement”) is entered into as of [Date], by and between [Name] (“Executive”) and Star Peak Energy Transition Corp., a Delaware corporation (the “Company”).
STEM, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as TrusteeIndenture • April 3rd, 2023 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of April 3, 2023, between Stem, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
STEM, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of November 22, 2021 0.50% Convertible Senior Notes due 2028Indenture • November 22nd, 2021 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of November 22, 2021, between Stem, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
STEM, INC.Stock Option Agreement • August 7th, 2024 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
Unless otherwise defined herein, the terms defined in the 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
STEM, INC.Stock Option Agreement • February 29th, 2024 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
Unless otherwise defined herein, the terms defined in the 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
STEM, INC. GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT RECITALSGlobal Restricted Stock Unit Award Agreement • February 29th, 2024 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
SUPPORT AGREEMENTSupport Agreement • December 4th, 2020 • Star Peak Energy Transition Corp. • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of December [●], 2020, is entered into by and among Star Peak Energy Transition Corp. (“STPK”) and each of the Pre-Closing Holders set forth on Schedule A hereto (the “Supporting Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
From: [Dealer] Attention: [__________] Telephone No.: [__________] Email: [__________] To: Stem, Inc. San Francisco, CA 94111 Attention: Bill Bush (Chief Financial Officer)Call Option Transaction • November 22nd, 2021 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the call option transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”) and Stem, Inc. (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below.
Stem, Inc. $400,000,000 0.5% Convertible Notes Due 2028 Purchase AgreementPurchase Agreement • November 22nd, 2021 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Stem, Inc., a Delaware corporation (the “Company”), proposes to sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $400,000,000 principal amount of the Company’s 0.5% Convertible Notes due 2028 (the “Firm Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to $60,000,000 additional principal amount of such Notes for the sole purpose of covering sales of Notes in excess of the principal amount of Firm Securities (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). The Securities are convertible into cash up to the aggregate principal amount of such Securities and cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), or a combination of cash and Underlying Securities, at the Company’s ele
Star Peak Energy Transition Corp. Evanston, Illinois 60201Underwriting Agreement • August 20th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Star Peak Energy Transition Corp., a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 35,000,000 of the Company’s units (including 5,250,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registrat
MASTER SUPPLY AGREEMENTMaster Supply Agreement • August 5th, 2022 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Master Supply Agreement (together with all exhibits, schedules, purchase orders, and annexes hereto, this “Agreement”) is made and entered into as of September 14, 2020 (“Agreement Effective Date”) by and among Powin Energy Corporation, a Nevada corporation, with its principal place of business located at 20550 SW 115th Ave, Tualatin, OR 97062 (“Supplier”), and Stem, Inc., a company duly organized and existing under the laws of Delaware, located at 100 Rollins Road, Millbrae, CA 94030 (“Customer” or “STEM”). Supplier and Customer may, hereinafter, be referred to individually as a “Party” or collectively as the “Parties”. This Agreement sets forth the terms and conditions for the purchase and sale of the Products (as defined below). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Exhibits hereto.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 4th, 2020 • Star Peak Energy Transition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020 by and among (i) Star Peak Energy Transition Corp., a Delaware corporation (together with its successors, “STPK”), (ii) Stem, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
STAR PEAK ENERGY TRANSITION CORP.Sponsor Agreement • August 11th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Star Peak Energy Transition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 4th, 2021 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 28, 2021, by and among Stem, Inc. (f/k/a Star Peak Energy Transition Corp.), a Delaware corporation (the “Company”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2, an “Investor” and collectively, the “Investors”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG STAR PEAK ENERGY TRANSITION CORP., STPK MERGER SUB CORP., AND, STEM, INC. DATED AS OF DECEMBER 3, 2020Merger Agreement • December 4th, 2020 • Star Peak Energy Transition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 3, 2020, is made by and among Star Peak Energy Transition Corp. (f/k/a Star Peak Energy Acquisition Corp.), a Delaware corporation (“STPK”), STPK Merger Sub Corp., a Delaware corporation, a wholly-owned Subsidiary of STPK (“Merger Sub”) and Stem, Inc., a Delaware corporation (the “Company”). STPK, Merger Sub, and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
STOCK PURCHASE AGREEMENT among THE SELLERS named herein and ROBERT SCHAEFER AND CLAIRVEST GP MANAGECO INC., as Sellers’ Representatives and STEM, INC. dated as of December 16, 2021Stock Purchase Agreement • February 28th, 2022 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies
STEM, INC. GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 4th, 2022 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
Note: If you do not want to accept this Restricted Stock Unit Award Agreement, you must notify the Stock Department in writing no later than 15 days after receipt of the applicable Award Notice.
STAR PEAK ENERGY TRANSITION CORP.Sponsorship Agreement • August 20th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Star Peak Energy Transition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
EXCHANGE AGREEMENTExchange Agreement • June 28th, 2021 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Exchange Agreement (this “Agreement”) is made and entered into as of June 25, 2021, by and among Stem, Inc. (f/k/a Star Peak Energy Transition Corp.), a Delaware corporation (the “Company”), and each of the other signatories hereto (each a “Holder” and together, the “Holders” and, together with the Company, the “parties”).
FRAMEWORK BESS SALE & PURCHASE AGREEMENT (US)Framework Bess Sale & Purchase Agreement • August 5th, 2022 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This Framework BESS Sale & Purchase Agreement (this “Agreement”) is entered into as of August 17, 2021 (the “Effective Date”) between Tesla and Buyer (each as defined below, together the “Parties”). This Agreement comprises (i) the Key Terms set out below (the “Key Terms”), and (ii) all exhibits and schedules referenced in the “Attachments” section of the Key Terms.
FIRST AMENDED AND RESTATED MASTER SUPPLY AGREEMENT FOR PURCHASE AND SALE OF ENERGY STORAGE EQUIPMENT By and Between Sungrow USA Corporation And Sungrow Samsung SDI Energy Storage Power Supply Co, Ltd. (“Supplier” or “Suppliers”) And Stem, Inc....Master Supply Agreement • August 5th, 2022 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This First Amended and Restated Master Supply Agreement (together with all exhibits, schedules, purchase orders, and annexes hereto, this “Agreement”) is made and entered into as of February 28th, 2020 (“First Restated Agreement Effective Date”) by and among Sungrow USA Corporation ., a Delaware corporation, with its principal place of business located at 575 Market St, 4th Floor, San Francisco, CA, USA, 94105(“Sungrow USA” or “Supplier”), Sungrow Samsung SDI Energy Storage Power Supply Co, Ltd., a Chinese corporation, with its principal place of business located at No.788 Mingchuan Rd., Boyan Science & Technology Park, Hefei State Hi-tech Zone, P.R. China 230088 (“Sungrow Samsung SDI”), and Stem, Inc., a company duly organized and existing under the laws of Delaware, located at 100 Rollins Road, Millbrae, CA 94030 (“Customer” or “STEM”). Supplier and Customer may, hereinafter, be referred to individually as a “Party” or collectively as the “Parties”. This Agreement sets forth the term
RESTATEMENT OF MASTER SUPPLY AGREEMENTMaster Supply Agreement • November 4th, 2022 • Stem, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This amendment and restatement of that certain Master Supply Agreement executed between the Powin Energy Corporation (predecessor to Powin, LLC) and Stem, Inc. on September 14, 2020 (together with all exhibits, schedules, purchase orders, and annexes hereto, this “First Restated Agreement”) is made and entered into as of September 14, 2022 (“Agreement Effective Date”) by and among Powin, LLC, a Delaware limited liability company, with its principal place of business located at 20550 SW 115th Ave, Tualatin, OR 97062 (“Supplier”), and Stem, Inc., a company duly organized and existing under the laws of Delaware, located at 100 Rollins Road, Millbrae, CA 94030 (“Customer” or “Stem”). Supplier and Customer may, hereinafter, be referred to individually as a “Party” or collectively as the “Parties”. This First Restated Agreement sets forth the terms and conditions for the purchase and sale of the Products (as defined below). Capitalized terms used but not defined herein shall have the meaning
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2020 • Star Peak Energy Transition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of November 8, 2018, is made and entered into by and between Roaring Fork Acquisition Corp., a Delaware corporation (the “Company”), and Roaring Fork Sponsor LLC, a Delaware limited liability company (the “Buyer”).
