35,000,000 Units Star Peak Energy Transition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 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
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 11th, 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 [·], 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
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 11th, 2020 • Star Peak Energy Transition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August [●], 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”).
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”).
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”):
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”).
