INDEMNITY AGREEMENTIndemnity Agreement • December 18th, 2020 • Star Peak Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Star Peak Corp II, a Delaware corporation (the “Company”), and (“Indemnitee”).
STAR PEAK CORP II Evanston, Illinois 60201Star Peak Corp II • December 18th, 2020 • Blank checks • Delaware
We are pleased to accept the offer Star Peak Sponsor II LLC (the “Subscriber” or “you”) has made to purchase 10,062,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,312,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Star Peak Corp II, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Star Peak Corp II 1603 Orrington Avenue, 13th Floor Evanston, Illinois 60201Letter Agreement • December 18th, 2020 • Star Peak Corp II • 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 Corp II, a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) 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-fourth 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 18th, 2020 • Star Peak Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Star Peak Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 18th, 2020 • Star Peak Corp II • 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 [●], 2021, is entered into by and among Star Peak Corp II, a Delaware corporation (the “Company”), and Star Peak Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 18th, 2020 • Star Peak Corp II • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Star Peak Corp II, a Delaware corporation (the “Company”), Star Peak Sponsor II 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 CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 18th, 2020 • Star Peak Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Star Peak Corp II, 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 CORP II 1603 Orrington Avenue, 13th Floor Evanston, IL 60201Star Peak Corp II • December 18th, 2020 • 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 Corp II (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”):
