Spartan Acquisition Corp. III 40,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • January 15th, 2021 • Spartan Acquisition Corp. III • Blank checks • New York
Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Cowen and Company, LLC are acting as representatives (each a “Representative”, and collectively the “Representatives”), an aggregate of 40,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company in the Offering being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
WARRANT AGREEMENT between SPARTAN ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of February 8, 2021Warrant Agreement • February 12th, 2021 • Spartan Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 2021 is by and between Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 7th, 2021 • Spartan Acquisition Corp. III • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May 3, 2021, by and between SPARTAN ACQUISITION CORP. III, a Delaware corporation (the “Company”), and Matthew J. Smith (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • Spartan Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2021, is made and entered into by and among Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • January 15th, 2021 • Spartan Acquisition Corp. III • Blank checks • Delaware
This Securities Subscription Agreement (this “Agreement”), effective as of December 23, 2020, is made and entered into by and between Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (the “Buyer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 28th, 2021 • Spartan Acquisition Corp. III • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 28th day of July, 2021, by and among Spartan Acquisition Corp. III, a Delaware corporation (“Spartan”), Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Issuer”), and the undersigned (“Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2022 • Spartan Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 16, 2022, is made and entered into by and among Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“NewCo”), Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (“Spartan Sponsor”), Madeleine Charging B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Madeleine Charging”), E8 Partenaires, a French societe par actions simplifee (“E8 Investor”) and any Person (as defined below) who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • Spartan Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2021 by and between Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 12th, 2021 • Spartan Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).
February 8, 2021 Spartan Acquisition Corp. III New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 12th, 2021 • Spartan Acquisition Corp. III • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Cowen and Company, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 55,200,000 of the Company’s units (including up to 7,200,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The U
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • March 22nd, 2022 • Spartan Acquisition Corp. III • Blank checks • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of March 16, 2022, by and among Spartan Acquisition Corp. III, a Delaware corporation (“Spartan”), Athena Pubco B.V., a Dutch private limited liability company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 15th, 2021 • Spartan Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021 by and between Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement • February 28th, 2022 • Spartan Acquisition Corp. III • Blank checks
THIS AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is entered into as of February 28, 2022 by and among Spartan Acquisition Corp. III, a Delaware corporation (“Spartan”), Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“NewCo”), Athena Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Madeleine Charging B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Madeleine Charging”), Allego Holding B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”) and, solely for the purposes of Article II, Section 7.08, Section 7.13, Section 7.17, Article VIII and Article X of the Business Combination Agreement (as defined below), E8 Partenaires, a French societe par actions simplifee (“E8 Investor”). Spartan, NewCo, Merger Sub, Madeleine Charging, the Company and E8 Inve
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • July 28th, 2021 • Spartan Acquisition Corp. III • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of July 28, 2021, to the Letter Agreement (as defined below) is entered into by and among Spartan Acquisition Corp. III, a Delaware corporation (“Spartan”), Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (“Sponsor”), and each of the undersigned individuals (the “Insiders”) and effective as of the Effective Date (as defined below). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Letter Agreement.
SPARTAN ACQUISITION CORP. IIIAdministrative Services Agreement • January 15th, 2021 • Spartan Acquisition Corp. III • Blank checks • New York
SPARTAN ACQUISITION CORP. IIIAdministrative Services Agreement • February 12th, 2021 • Spartan Acquisition Corp. III • Blank checks • New York
This letter agreement by and between Spartan Acquisition Corp. III (the “Company”) and Spartan Acquisition Sponsor III LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FOUNDERS STOCK AGREEMENTFounders Stock Agreement • July 28th, 2021 • Spartan Acquisition Corp. III • Blank checks
This FOUNDERS STOCK AGREEMENT, dated as of July 28, 2021 (this “Agreement”), is by and among Spartan Acquisition Corp. III, a Delaware corporation (“Spartan”), and Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (“Sponsor”), Jan C. Wilson and John M. Stice (together with Sponsor, each, a “Founder” and, collectively, the “Founders”), each of which own Class B common stock of Spartan, par value $0.0001 per share (“Class B Common Stock”).
Insider Letter Acknowledgement and AgreementInsider Letter Acknowledgement and Agreement • May 7th, 2021 • Spartan Acquisition Corp. III • Blank checks • New York
This acknowledgement and agreement shall be governed by and construed in accordance with the laws of the State of New York without references to such state’s principles of conflicts of law that would cause the laws of any other jurisdiction to apply.
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATIONBusiness Combination Agreement • March 9th, 2022 • Spartan Acquisition Corp. III • Blank checks
THIS SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is entered into as of March 8, 2022 by and among Spartan Acquisition Corp. III, a Delaware corporation (“Spartan”), Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“NewCo”), Athena Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Madeleine Charging B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Madeleine Charging”), Allego Holding B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”) and, solely for the purposes of Article II, Section 7.08, Section 7.13, Section 7.17, Article VIII and Article X of the Business Combination Agreement (as defined below), E8 Partenaires, a French societe par actions simplifee (“E8 Investor”). Spartan, NewCo, Merger Sub, Madeleine Charging, the Company and E8 I
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among SPARTAN ACQUISITION CORP. III, ATHENA PUBCO B.V., ATHENA MERGER SUB, INC., MADELEINE CHARGING B.V., ALLEGO HOLDING B.V. and solely with respect to the sections specified herein, E8...Business Combination Agreement • July 28th, 2021 • Spartan Acquisition Corp. III • Blank checks • Delaware
This Business Combination Agreement and Plan of Reorganization, dated as of July 28, 2021 (this “Agreement”), is entered into by and among Spartan Acquisition Corp. III, a Delaware corporation (“Spartan”), Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“NewCo”), Athena Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Madeleine Charging B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Madeleine Charging”), Allego Holding B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”) and, solely for the purposes of Article II, Section 7.08, Section 7.13, Section 7.17, Article VIII and Article X, E8 Partenaires, a French societe par actions simplifee (“E8 Investor”). Spartan, NewCo, Merger Sub, Madeleine Charging, the Company and, solely with respect to the sections of this Agreement to which it is a p
