Exhibit 10.1


 


THIS SECOND AMENDED AND RESTATED PROMISSORY
NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF
THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


SECOND AMENDED AND RESTATED PROMISSORY
NOTE


 


	Principal Amount: up to $300,000	Dated as of July 10, 2020




(as set forth on the Schedule of Borrowings
attached hereto)


 


Star Peak Energy Transition
Corp., a Delaware corporation and blank check company (f/k/a Star Peak Energy Acquisition Corp., the “Maker”),
promises to pay to the order of Star Peak Sponsor LLC, a Delaware limited liability company (the “Payee”), or
its registered assigns or successors in interest, or order, the principal sum of up to three hundred thousand dollars ($300,000)
(as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and
conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or
as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance
with the provisions of this Note.


 


1.             Principal.
The principal balance of this Note shall be payable on the earlier of: (i) December 31, 2020 or (ii) the date on which
Maker consummates an initial public offering of its securities (the “IPO”). The principal balance may be prepaid
at any time.


 


2.             Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3.             Application
of Payments. All payments shall be applied
first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.


 


4.             Events
of Default. The following shall constitute
an event of default (“Event of Default”):


 


(a)               Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within
ten (10) business days of the date specified above.


 


(b)               Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency,
reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its
property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts
as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)               Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises
in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days.


 






     


     


    

 





5.            
Remedies.


 


(a)               Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable
thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)               Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note,
and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.


 


6.             Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee. Any Event of Default
that previously existed or is existing on the date hereof is hereby waived by the Maker.


 


7.             Unconditional
Liability. Maker hereby waives all notices
in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that
its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner
by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and
all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without
notice to Maker or affecting Maker’s liability hereunder.


 


8.             Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing
and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such
other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail
address most recently provided to such party or such other electronic mail address as may be designated in writing by such party.
Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally,
on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business
day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


9.             Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF.


 


10.          Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 






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11.           Trust
Waiver. Notwithstanding anything herein to
the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in
or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker
(including the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private
placement to occur prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration
statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees
not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account on account of any amounts
owing hereunder.


 


12.           Amendment;
Waiver. Any amendment hereto or waiver of
any provision hereof may be made with, and only with, the written consent of the Maker and the Payee. This Note is executed and
delivered by the Maker to amend and restate in its entirety that certain note, dated as of November 8, 2018 in the original notational
amount of one hundred and seventy five thousand dollars ($175,000), executed and delivered by Maker and payable to the order of
the Payee (the “Original Note”). The execution or delivery of this Note does not constitute a novation or payment
of any part of the indebtedness evidenced by the Original Note.


 


13.           Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation
of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


[Signature page follows]


 






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       IN
WITNESS WHEREOF, Maker and Payee, intending to be legally bound hereby and consenting to the amendment and restatement
of the Original Note in the form of this Note, have caused this Note to be duly executed by the undersigned as of the day and year
first above written.


 


	 	MAKER:
	 	 
	 	STAR PEAK ENERGY TRANSITION CORP.
	 	a
    Delaware corporation
	 	 
	 	By:	/s/ Tyson Taylor
	 	 	Name:	Tyson Taylor
	 	 	Title:	Secretary
	 	 
	 	PAYEE:
	 	 
	 	STAR PEAK SPONSOR LLC
 a
    Delaware limited liability company
	 	 
	 	By:	 MTP Energy Management LLC
	 	Its:	Sole Member
	 	 
	 	By:	 Magnetar Financial LLC
	 	Its:	Sole Member
	 	 
	 	By:	 /s/ Eric Scheyer
	 	 	Name:	Eric Scheyer
	 	 	Title:	Authorized Signatory




 






     


     


    

 


SCHEDULE OF BORROWINGS


 


The following increases or decreases in
the Note have been made:


 


	Date of Increase or Decrease	 	Amount of decrease in Principal Amount of the Note	 	Amount of increase in Principal Amount of the Note	 	Principal Amount of the Note following such decrease or increase



 






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