Exhibit 10.5


 


STAR PEAK CORP II

1603 Orrington Avenue, 13th Floor

Evanston, IL 60201


 


January 8, 2021


 


Star Peak Sponsor II LLC

1603 Orrington Avenue, 13th Floor

Evanston, IL 60201


 


Ladies and Gentlemen:


 


This letter agreement
will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement
(the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Star Peak
Corp II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial
business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such
earlier date hereinafter referred to as the “Termination Date”):


 


		i.	Star Peak Sponsor II LLC (the “Sponsor”) shall take steps directly or indirectly to
make available to the Company, at 1603 Orrington Avenue, 13th Floor, Evanston, IL 60201 (or any successor location), certain
office space, secretarial and administrative services as may be required by the Company from time to time. In exchange therefor,
the Company shall pay Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination
Date; and



 


		ii.	Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a
 “Claim”) in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be
established upon the consummation of the IPO, and hereby irrevocably waives any Claim it may have in the future as a result of,
or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account
for any reason whatsoever.



 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


 


This letter agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


The parties may not
assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the other party.


 


This letter agreement
shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving
effect to its choice of laws principles that will apply the laws of another jurisdiction.


 


This letter 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 letter agreement.


 


[Signature Page Follows]


 






    


     


    

 


	 	Very truly
    yours,
	 	 	 
	 	 	 
	 	STAR
    PEAK CORP II
	 	 
	 	 	 
	 	By:	/s/
    Michael D. Wilds
	 	 	Name:
    Michael D. Wilds
	 	 	Title: Chief Financial
    Officer and Chief Accounting Officer




 


	AGREED TO
    AND ACCEPTED BY:	 
	 	 
	STAR
    PEAK SPONSOR II LLC	 
	 	 
	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	 




  


[Signature page to Administrative Services
Agreement]