REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2021 • ST Energy Transition I Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2021, is made and entered into by and among ST Energy Transition I Ltd., a Bermuda exempted company limited by shares (the “Company”), Sloane Square Capital Holdings Ltd., a Bermuda exempted company limited by shares (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
25,000,000 SAILSM Securities ST Energy Transition I Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2021 • ST Energy Transition I Ltd. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2021 • ST Energy Transition I Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 7, 2021, by and between ST Energy Transition I Ltd., a Bermuda exempted company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT between ST ENERGY TRANSITION I LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 7, 2021Warrant Agreement • December 7th, 2021 • ST Energy Transition I Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 7, 2021, is by and between ST Energy Transition I Ltd., a Bermuda exempted company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 7th, 2021 • ST Energy Transition I Ltd. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of December 2, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ST Energy Transition I Ltd., a Bermuda exempted company limited by shares (the “Company”), and Sloane Square Capital Holdings Ltd., a Bermuda exempted company limited by shares (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • December 7th, 2021 • ST Energy Transition I Ltd. • Blank checks • Delaware
fullest extent permitted by applicable law and the Bye-laws so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
ST Energy Transition I Ltd. Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton, HM08, BermudaUnderwriting Agreement • December 7th, 2021 • ST Energy Transition I Ltd. • 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 or proposed to be entered into by and between ST Energy Transition I Ltd., a Bermuda exempted company limited by shares (the “Company”), and Morgan Stanley & Co., Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s SAILSM securities (including up to 3,750,000 SAILSM securities that may be purchased to cover over-allotments, if any) (the “SAILSM securities”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Class A Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Share at a price of $11.50 per
ST Energy Transition I Ltd. Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton, HM08, BermudaAdministrative Services Agreement • December 7th, 2021 • ST Energy Transition I Ltd. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between ST Energy Transition I Ltd. (the “Company”) and Sloane Square Capital Holdings Ltd. (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-261056) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at Par-la-Ville Place, 4th Floor, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative support and personnel s
