0001104659-20-132221 Sample Contracts

SUPPORT AGREEMENT
Support 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).

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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, 2020
Agreement and Plan of Merger • 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.

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 4th, 2020 • Star Peak Energy Transition Corp. • Blank checks

In connection with the proposed business combination (the “Transaction”) between Star Peak Energy Transition Corp., a Delaware corporation (including any successor thereto pursuant to the terms of the Transaction Agreement, “STPK”), and Stem, Inc., a Delaware corporation (“Stem”), pursuant to a business combination agreement (the “Transaction Agreement”) to be entered into among Stem, STPK and a newly formed entity formed for the purpose of consummating the Transaction (the “Company”), STPK is seeking commitments from interested investors to purchase shares of Class A Common Stock, par value $0.0001 per share (the “Shares”), of STPK, for a purchase price of $10.00 per share. The aggregate purchase price to be paid by the undersigned (the “Investor”) for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.”

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