Exhibit 10.7


 


INDEMNITY AGREEMENT


 


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”).


 


WHEREAS, highly competent persons have become more reluctant
to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection
through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of such corporations;


 


WHEREAS, the Board of Directors of the Company (the
“Board”) has determined that, in order to attract and retain qualified individuals, the Company
will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities. The Second Amended and Restated Certificate of Incorporation (the
“Charter”) and the Second Amended and Restated Bylaws (the “Bylaws”) of
the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to
indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”).
The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other
persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS, the uncertainties relating to such insurance
and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined that the increased
difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and
that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable, prudent and necessary for
the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue
concern that they will not be so protected against liabilities;


 


WHEREAS, this Agreement is a supplement to and in furtherance
of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee may not be willing to serve as an
officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing
to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be
so indemnified.


 


NOW, THEREFORE, in consideration of the premises and
the covenants contained herein and subject to the provisions of the letter agreement dated as of August [●], 2020, the Company
and Indemnitee do hereby covenant and agree as follows:


 


1. SERVICES TO THE COMPANY. In consideration of the Company’s
covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee
or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until
Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue
in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity
of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company
to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments
of the parties, if any.





 






     


     


    

 


2. DEFINITIONS. As used in this Agreement:


 


(a) References to “agent” shall mean
any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized
by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor,
fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise
at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.


 


(b) The terms “Beneficial Owner” and
“Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange
Act as in effect on the date hereof.


 


(c) A “Change in Control” shall be
deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:


 


(i) Acquisition of Stock by Third Party. Other than an
affiliate of Star Peak Sponsor LLC (the “Sponsor”), any Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s
then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial
Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding
shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by
the Continuing Directors and such acquisition would not constitute a Change in Control under part (iii) of this definition;


 


(ii) Change in Board of Directors. Individuals who, as
of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date
hereof or whose election or nomination for election was previously so approved (collectively, the “Continuing Directors”),
cease for any reason to constitute at least a majority of the members of the Board;


 


(iii) Corporate Transactions. The effective date of a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the
Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business
Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled
to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the
election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result
of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or
more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of
the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding
any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the
combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving
corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of
the board of directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the
execution of the initial agreement, or of the action of the Board, providing for such Business Combination;


 


(iv) Liquidation. The approval by the stockholders of
the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the
Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables
or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation,
sale, or disposition in one transaction or a series of related transactions); or


 


(v) Other Events. There occurs any other event of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar
item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting
requirement.


 


(d) “Corporate Status” describes the
status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or
agent of the Company or of any other Enterprise which such person is or was serving at the request of the Company.





 






     


     


    

 


(e) “Delaware Court” shall mean the
Court of Chancery of the State of Delaware.


 


(f) “Disinterested Director” shall
mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by
Indemnitee.


 


(g) “Enterprise” shall mean the Company
and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or
merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as
a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.


 


(h) “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


 


(i) “Expenses” shall include all direct
and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’
fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators
and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax
transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or
otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she
is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with
any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating
to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in
settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(j) References to “fines” shall include
any excise tax assessed on Indemnitee with respect to any employee benefit plan.


 


(k) References to “serving at the request of the
Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes
duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in
the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted
in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


(l) “Independent Counsel” shall mean
a law firm or a member of a law firm with significant experience in matters of corporate law and that neither presently is, nor
in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement.


 


(m) The term “Person” shall have the
meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person”
shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the Company or of a
Subsidiary of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 


(n) The term “Proceeding” shall include
any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company
or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative
or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee
is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action
(or failure to act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he
or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary,
employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense
is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.


 






     


     


    

 


(o) The term “Subsidiary,” with respect
to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which
a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.


 


(p) The phrase “to the fullest extent permitted by applicable
law” shall include, but not be limited to: (a) to the fullest extent authorized or permitted by the provision of the DGCL
that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or
replacement of the DGCL, and (b) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL
adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.


 


3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest
extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the
provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent
or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by
reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated
against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid
in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that
his or her conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced
any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any)
that Indemnitee may incur by reason of his or her own actual fraud or intentional misconduct. Indemnitee shall not be found to
have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction
shall have made a finding to that effect.


 


4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance
with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness,
deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s
Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses
actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or
matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4
in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction
to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.


 


5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY
OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement, but subject to Section 27, to the extent that
Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on
the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company
shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses
actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding,
the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against
all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved
claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent
permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection
with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this
Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 






     


     


    

 


6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding
any other provision of this Agreement, but subject to Section 27, to the extent that Indemnitee is, by reason of his or her Corporate
Status, a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he or she
shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection therewith.


 


7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION
RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5, but subject to Section 27, the Company shall, to the fullest
extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened
to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor)
against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration
rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s
duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct
or a knowing violation of the law.


 


8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


(a) To the fullest extent permissible under applicable law,
if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in
whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall
pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts
paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute
to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


(b) The Company shall not enter into any settlement of any Proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides
for a full and final release of all claims asserted against Indemnitee.


 


(c) The Company hereby agrees to fully indemnify, hold harmless
and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company
other than Indemnitee who may be jointly liable with Indemnitee. Indemnitee shall seek payments or advances from the Company only
to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.


 


9. EXCLUSIONS. Notwithstanding any provision in this
Agreement, but subject to Section 27, the Company shall not be obligated under this Agreement to make any indemnification, advance
Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


(a) for which payment has actually been received by or on behalf
of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess beyond
the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;





 






     


     


    

 


(b) for an accounting of profits made from the purchase and
sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act
(or any successor rule) or similar provisions of state statutory law or common law; or


 


(c) except as otherwise provided in Sections 14(f) and (g) hereof,
prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees
or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or
(ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers
vested in the Company under applicable law.


 


10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


(a) Notwithstanding any provision of this Agreement to the contrary,
but subject to Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred
by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding
within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time,
prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest
free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the
Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the
other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce
this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the
Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced
amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the
provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise. If it shall be determined by
a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, any advancement shall be returned
to the Company (without interest) by the Indemnitee. This Section 10(a) shall not apply to any claim made by Indemnitee for which
an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9, but shall apply to any Proceeding referenced
in Section 9(b) prior to a final determination that Indemnitee is liable therefor.


 


(b) The Company will be entitled to participate in the Proceeding
at its own expense.


 


(c) The Company shall not settle any action, claim or Proceeding
(in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s
prior written consent.


 


11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a) Indemnitee agrees to notify promptly the Company in writing
upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding,
claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of
Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement, or otherwise.


 


(b) Indemnitee may deliver to the Company a written application
to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from
time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application
for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a)
of this Agreement.


 


12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


(a) A determination, if required by applicable law, with respect
to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which
shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum
of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested
Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee, or (iv) by vote of the stockholders by ordinary resolution. The Company promptly will advise Indemnitee in writing
with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason
or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person,
persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing
to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless
therefrom.


 






     


     


    

 


(b) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in
this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection
be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel
so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written
notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent
Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either
event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have
been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity
the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel.
If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel
unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without
merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section
11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition
the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s
selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court,
and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).


 


(c) The Company agrees to pay the reasonable fees and expenses
of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a) In making a determination with respect to entitlement to
indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b)
of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including
by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant
to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met
the applicable standard of conduct.





 






     


     


    

 



 


(b) If the person, persons or entity empowered or selected under
Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination
within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination
that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may
be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination
with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation
and/or information relating thereto.


 


(c) The termination of any Proceeding or of any claim, issue
or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable
cause to believe that his or her conduct was unlawful.


 


(d) For purposes of any determination of good faith, Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any
director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise,
its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent
certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board
or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed
to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable
standard of conduct set forth in this Agreement.


 


(e) The knowledge and/or actions, or failure to act, of any
other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be
imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14. REMEDIES OF INDEMNITEE.


 


(a) In the event that (i) a determination is made pursuant to
Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses,
to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after
receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5,
6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request
therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification
pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee
is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement
or otherwise is not made in accordance with this Agreement within ten (10) days after receipt by the Company of a written request
therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration,
contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association.
Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such
arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b) In the event that a determination shall have been made
pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or
arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on
the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.


 






     


     


    

 


(c) In any judicial proceeding or arbitration commenced pursuant
to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advancement
of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified,
held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce
into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee
commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company
for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification
(as to which all rights of appeal have been exhausted or lapsed).


 


(d) If a determination shall have been made pursuant to Section
12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any
judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(e) The Company shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by
all the provisions of this Agreement.


 


(f) The Company shall indemnify and hold harmless Indemnitee
to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after
the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such
Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i)
to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless,
exoneration, advancement or contribution agreement or provision of the Charter, or the Bylaws now or hereafter in effect; or (ii)
for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome
and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement,
contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee
in good faith).


 


(g) Interest shall be paid by the Company to Indemnitee at the
legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged
to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification,
to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such
payment is made to Indemnitee by the Company.


 


15. SECURITY. Notwithstanding anything herein to the
contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time
and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank
line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released
without the prior written consent of Indemnitee.


 


16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION;
PRIORITY OF OBLIGATIONS.


 


(a) The rights of Indemnitee as provided by this Agreement
shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the
Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or
claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his or her
Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by
statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses
than would be afforded currently under the Charter, the Bylaws or this Agreement, then this Agreement (without any further
action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the
Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any
other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 






     


     


    

 


(b) The DGCL, the Charter and the Bylaws permit the Company
to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing
a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee
against any liability asserted against him or her or incurred by or on behalf of him or her or in such capacity as a director,
officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would have the
power to indemnify him or her against such liability under the provisions of this Agreement or under the DGCL, as it may then be
in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect
the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution
and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of
the Company or the other party or parties thereto under any such Indemnification Arrangement.


 


(c) To the extent that the Company maintains an insurance policy
or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries,
employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee
shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available
for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or
policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant
(as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give
prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company
shall thereafter use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such policies.


 


(d) In the event of any payment under this Agreement, the Company,
to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents
as are necessary to enable the Company to bring suit to enforce such rights. No such payment by the Company shall be deemed to
relieve any insurer of its obligations.


 


(e) The Company’s obligation to indemnify, hold harmless,
exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer,
trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such
Enterprise. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 27, (i) Indemnitee shall
have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement,
contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction
and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this
Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


(f) Notwithstanding anything contained herein, the Company is
the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates or members or any other
Person is secondary.


 


17. DURATION OF AGREEMENT. All agreements and
obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of
the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other
corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the
request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement)
by reason of his or her Corporate Status, whether or not he or she is acting in any such capacity at the time any liability
or expense is incurred for which indemnification or advancement can be provided under this Agreement.


 






     


     


    

 


18. SEVERABILITY. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability
of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted
by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give
the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested thereby.


 


19. ENFORCEMENT AND BINDING EFFECT.


 


(a) The Company expressly confirms and agrees that it has entered
into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer
or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director,
officer or key employee of the Company.


 


(b) Without limiting any of the rights of Indemnitee under the
Charter or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written
and implied, between the parties hereto with respect to the subject matter hereof.


 


(c) The indemnification, hold harmless, exoneration and advancement
of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto
and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to
be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member,
fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee
and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(d) The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession
had taken place.


 


(e) The Company and Indemnitee agree herein that a monetary
remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree
that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest
extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof,
without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance,
Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and
Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance
and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity
of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond
or undertaking may be required of Indemnitee by a court of competent jurisdiction, and the Company hereby waives any such requirement
of such a bond or undertaking to the fullest extent permitted by law.


 


20. MODIFICATION AND WAIVER. No supplement,
modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this
Agreement nor shall any waiver constitute a continuing waiver.


 






     


     


    

 


21. NOTICES. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and
receipted for by the party to whom said notice or other communication shall have been directed, or (ii) if mailed by certified
or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


(a) If to Indemnitee, at the address indicated on the signature
page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.


 


(b) If to the Company, to:


 


Star Peak Energy Transition Corp.


1603 Orrington Avenue, 13th Floor


Evanston, IL 60201


Attention: Eric Scheyer


 


With a copy, which shall not constitute notice, to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022


Attn: Christian O. Nagler


Peter S. Seligson


 


or to any other address as may have been furnished to Indemnitee
in writing by the Company.


 


22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This
Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws
of the State of New York, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee
pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably
and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought
only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other
country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising
out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in
the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the
Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the
fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such
action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and
sufficient service thereof.


 


23. IDENTICAL COUNTERPARTS. This Agreement may be executed
in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.


 


24. MISCELLANEOUS. The headings of the paragraphs of
this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.


 


25. PERIOD OF LIMITATIONS. No legal action shall be
brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s
spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless
asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of
limitations is otherwise applicable to any such cause of action such shorter period shall govern.


 






     


     


    

 


26. ADDITIONAL ACTS. If for the validation of any of
the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by
law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that
will enable the Company to fulfill its obligations under this Agreement.


 


27. WAIVER OF CLAIMS TO TRUST ACCOUNT. Notwithstanding
anything contained herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of
any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the
Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby
waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not
seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification
provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account
to satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.


 


28. MAINTENANCE OF INSURANCE. The Company shall use commercially
reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the
Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors
of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification
obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms
to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance
policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits
as are accorded to the most favorably insured of the Company’s directors and officers.


 


[Signature Page Follows]


 









     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused this
Indemnity Agreement to be signed as of the day and year first above written.


	 	 	 
	 	STAR PEAK ENERGY TRANSITION CORP.
	 	 	 
	 	By:	 
	 	 	Name: Eric Scheyer
	 	 	Title: Chief Executive Officer
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Address: