Exhibit 10.7


 


THIS
CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE.  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND
THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE
WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  


 


ST
ENERGY TRANSITION I LTD.

CONVERTIBLE PROMISSORY NOTE


 


	Principal
    Amount:  Up to $1,300,000	Dated
    as of February 16, 2022


(See
Schedule A)


 


FOR
VALUE RECEIVED and subject to the terms and conditions set forth herein, ST Energy Transition I Ltd., an exempted company limited by
shares incorporated under the laws of Bermuda (“Maker”), promises to pay to Sloane Square Capital Holdings Ltd., an
exempted company limited by shares incorporated under the laws of Bermuda (“Payee”), or order, the principal balance
as set forth on Schedule A hereto in lawful money of the United States of America, which schedule shall be updated from time to
time by the parties hereto to reflect all advances and readvances outstanding under this Note; provided that at no time shall the aggregate
of all advances and readvances outstanding under this note exceed One Million Three Hundred Thousand U.S. Dollars (U.S.$1,300,000). Any
advance hereunder shall be made by the Payee upon a request of Maker and shall be set forth on Schedule A. All payments on this Note
shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may
from time to time designate by written notice in accordance with the provisions of this Note.


 


1.
Principal. All unpaid principal under this Note shall be due and payable in full on the earlier of: (i) the date by which Maker
has to complete a merger, amalgamation, share purchase, capital stock exchange, asset acquisition, reorganization or similar business
combination with one or more businesses (a “Business Combination”) pursuant to its Amended and Restated Bye-laws (as
may be amended from time to time), and (ii) the effective date of a Business Combination (such earlier date of (i) and (ii), the “Maturity
Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal under this
Note may be prepaid at any time by Maker, at its election and without penalty; provided, however, that Payee shall have a right to first
convert such principal balance pursuant to Section 5 below upon notice of such prepayment. Under no circumstances shall any individual,
including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or
liabilities of Maker hereunder.


 


2.
Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to One Million Three Hundred Thousand U.S.
Dollars (U.S.$1,300,000) in draw-downs under this Note to be used for working capital purposes. The principal of this Note may be drawn
down from time to time prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown Request”). Each
Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand U.S. Dollars (U.S. $10,000)
unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of
a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may
not exceed One Million Three Hundred Thousand U.S. Dollars (U.S.$1,300,000). No fees, payments or other amounts shall be due to Payee
in connection with, or as a result of, any Drawdown Request by Maker.


 






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3.
Interest. No interest shall accrue on the unpaid principal balance of this Note.


 


4.
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.


 


5.
Events of Default. The occurrence of any of 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 on the Maturity Date.


 


(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 sixty
(60) consecutive days.


 


6.
Conversion


 


(a)
Optional Conversion. At the option of Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this
Note (or any portion thereof), up to One Million Three Hundred Thousand U.S. Dollars (U.S.$1,300,000) in the aggregate, may be converted
into whole warrants to purchase Class A shares, par value $0.0001 per share (“Class A Shares”), of Maker at a
conversion price (the “Conversion Price”) per warrant (“Warrants”) equal to U.S.$1.00 per Warrant.
If Payee elects such conversion, the terms of such Warrants issued in connection with such conversion shall be identical to the warrants
issued to Payee in the private placement (the “Private Placement Warrants”) pursuant to that certain Sponsor Warrants
Purchase Agreement, dated December 2, 2021, between Maker and Payee, including that each Warrant will entitle the holder thereof to purchase
one Class A Share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants.
Before this Note may be converted under this Section 6(a), Payee shall surrender this Note, duly endorsed, at the office of Maker and
shall state therein the amount of the unpaid principal of this Note to be converted and the name or names in which the certificates for
Warrants are to be issued (or the book-entries to be made to reflect ownership of such Warrants with Maker’s transfer agent); provided
that such amount is no greater than One Million Three Hundred Thousand U.S. Dollars (U.S.$1,300,000). The conversion shall be deemed
to have been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled
to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Warrants as of
such date. Each such newly issued Warrant shall include a restricted legend that contemplates the same restrictions as the Private Placement
Warrants. The Warrants and Class A Shares issuable upon exercise of the Warrants shall constitute “Registrable Securities”
pursuant to that certain Registration Rights Agreement, dated December 2 2021, among Maker, Payee and the other parties thereto.


 






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(b)
Remaining Principal. All accrued and unpaid principal of this Note that is not then converted into Warrants, shall continue to
remain outstanding and to be subject to the conditions of this Note.


 


(c)
Fractional Warrants; Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Note. In lieu of any
fractional Warrants to Payee upon conversion of this Note, Maker shall pay to Payee an amount equal to the product obtained by multiplying
the Conversion Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this Note in full
and the payment of any amounts specified in this Section 6(c), this Note shall be cancelled and void without further action of Maker
or Payee, and Maker shall be forever released from all its obligations and liabilities under this Note.


 


7.
Remedies.


 


(a)
Upon the occurrence of an Event of Default specified in Section 5(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 5(b) or 5(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.


 


8.
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.


 


9.
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.


 


10.
Notices. All notices, statements or other documents which are required or contemplated by this Note 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 or (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.


 






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11.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each party hereto submits
to the exclusive jurisdiction of any New York State or United States Federal court sitting in Borough of Manhattan in The City of New
York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this letter agreement
(the “Related Proceeding”). Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such
Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that each party has or hereafter
may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with
respect to itself or its property, each party irrevocably waives, to the fullest extent permitted by law, such immunity in respect of
any such suit, action or proceeding. Each party hereby irrevocably appoints Puglisi & Associates, with offices at 850 Library Avenue,
Suite 204, Newark, Delaware 19711, United States of America, as its agent for service of process in any Related Proceeding and agrees
that service of process in any such Related Proceeding may be made upon it at the office of such agent. Each party waives, to the fullest
extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each party represents
and warrants that such agent has agreed to act as each party’s agent for service of process, and each party agrees to take any
and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in
full force and effect.


 


12.
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.


 


13.
Trust Waiver. Notwithstanding anything herein to the contrary, 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 established in which proceeds of Maker’s
initial public offering (the “IPO”) (including the deferred underwriting discounts and commissions) and proceeds of
the sale of Private Placement Warrants were or will be deposited, as described in greater detail in the registration statement on Form
S-1 relating to the IPO filed by Maker with the Securities and Exchange Commission, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


14.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
Maker and Payee.


 


15.
Successors and Assigns.  Subject to the restrictions on transfer in Sections 16 and 17 below, the rights and obligations
of Maker and Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any
party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment
without the required consent shall be void.


 






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16.
Transfer of this Note or Securities Issuable on Conversion.  With respect to any sale or other disposition of this Note
or securities into which this Note may be converted, Payee shall give written notice to Maker prior thereto, describing briefly the manner
thereof, together with (i) except for a Permitted Transfer (as defined below), in which case the requirements in this clause (i) shall
not apply, a written opinion (unless waived by Maker) reasonably satisfactory to Maker in form and substance from counsel reasonably
satisfactory to Maker to the effect that such sale or other distribution may be effected without registration or qualification under
any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to
Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice,
reasonably satisfactory opinion (unless waived by Maker), or other evidence, and such written acknowledgement, Maker, as promptly as
practicable, shall notify Payee that Payee may sell or otherwise dispose of this Note or such securities, all in accordance with the
terms of the note delivered to Maker. If a determination has been made pursuant to this Section 16 that the opinion of counsel for Payee,
or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to Maker, Maker shall so
notify Payee promptly after such determination has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions
on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for Maker such legend is not
required in order to ensure compliance with the Securities Act. Maker may issue stop transfer instructions to its transfer agent in connection
with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained
for such purpose by or on behalf of Maker. Prior to presentation of this Note for registration of transfer, Maker shall treat the registered
holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal hereon and for all other purposes
whatsoever, whether or not this Note shall be overdue and Maker shall not be affected by notice to the contrary. For purposes hereof
“Permitted Transfer” shall have the same meaning as any transfer that would be permitted for the Private Placement
Warrants under the Letter Agreement, dated December 2, 2021, among Maker, Payee and the other parties thereto.


 


17.
Acknowledgment. Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to,
or for resale in connection with, any distribution thereof in violation of applicable securities laws. Payee understands that the acquisition
of this Note involves substantial risk. Payee has experience as an investor in securities of companies and acknowledges that it is able
to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests
in connection with this investment.


 


[Signature
page follows]








 






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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the
day and year first above written.


 


	 	ST Energy Transition I Ltd.
	 	 
	 	By:
    	/s/ Gunnar
    W Eliassen                                     
	 	 	Name:
Gunnar Eliassen    
	 	 	Title: CEO


 


Acknowledged
and agreed as of the day and year first above written.


 


Sloane
Square Capital Holdings Ltd.


 


	By:	/s/ James Ayers	 
	 	Name:	James
    Ayers	 
	 	Title:	Director	 


 


 


[Signature Page to Promissory Note]


 






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SCHEDULE
A


 


Subject
to the terms and conditions set forth in the Note to which this schedule is attached to, the principal balance due under the Note shall
be set forth in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.


  


	Date	Drawing	Interest
    Earned	Principal
    Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






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