REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2022 • Allego N.V. • Retail-retail stores, nec • 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”).
NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • July 3rd, 2024 • Allego N.V. • Services-automotive repair, services & parking
This Non-Disclosure Agreement (this “Agreement”), dated as of 09/05/2023, (the “Effective Date”) is entered into by and between (i) Madeleine Charging BV (“Madeleine”), a company organized and existing under the laws of the Netherlands, with offices at Zuidplein 126, WTC Tower H, 15th Floor,1077 XV Amsterdam, and (ii) Allego Holding N.V, a company organized and existing under the laws of the Netherlands, with offices at Westervoortsedijk 73 KB, 6827 AV Anhem (“Allego Holding”). Each referred to individually as a “Party” and collectively as the “Parties”.
Allego N.V. Dealer Manager and Solicitation Agent Agreement (the “Agreement”)Manager and Solicitation Agent Agreement • August 25th, 2023 • Allego N.V. • Services-automotive repair, services & parking • New York
Allego N.V., a public limited liability company (naamloze vennootschap) governed by the laws of the Netherlands (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding Warrants (as defined below), in exchange for consideration consisting of 0.23 Ordinary Shares (as defined below), par value €0.12 per share (the “Exchange Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • March 22nd, 2022 • Allego N.V. • Retail-retail stores, nec • 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”).
TRANSACTION FRAMEWORK AGREEMENT DATED 16 JUNE 2024 BETWEEN ALLEGO N.V. AND MADELEINE CHARGING B.V. AND MERIDIAM FUND IV, represented by its management company MERIDIAM S.A.S. Allen Overy Shearman Sterling LLPTransaction Framework Agreement • June 18th, 2024 • Allego N.V. • Services-automotive repair, services & parking
The Company, the Offeror and Meridiam Fund IV are hereinafter also individually referred to as a Party and collectively as the Parties.
INDEMNIFICATION AGREEMENT between as the Officer and Allego N.V. as the CompanyIndemnification Agreement • July 3rd, 2024 • Allego N.V. • Services-automotive repair, services & parking
Contract ammendmentAthena Pubco B.V. • September 30th, 2021
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2021 • Athena Pubco B.V.
PARALLEL DEBT AGREEMENT dated 27 May 2019 ALLEGO B.V. ALLEGO INNOVATIONS B.V. ALLEGO HOLDING B.V. as Debtors SOCIETE GENERALE as Agent SOCIETE GENERALE as Security Agent ALLEGO CHARGING LTD as service of process agent for the Debtors Linklaters Ref:...Parallel Debt Agreement • September 30th, 2021 • Athena Pubco B.V.
ALLEGO B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, having its official seat (statutaire zetel) in Arnhem, the Netherlands, and its office at Westervoortsedijk 73 LB1, 6827 AV Arnhem, the Netherlands, registered with the Dutch Trade Register under number 54100038, acting as an original debtor; and
SPECIAL FEES AGREEMENT N°2Special Fees Agreement • September 30th, 2022 • Allego N.V. • Retail-retail stores, nec
Madeleine Charging B.V., a company incorporated under Dutch law whose registered office is located at Zuidplein 126, WTC Toren H, 15e, 1077 XV Amsterdam, the Netherlands, registered under number 71768068, duly represented,
Innovation and Networks Executive Agency W910 – 01/38 Avenue du Bourget, 1 B-l140 Brussels Belgium Paris, on August 21st, 2020Athena Pubco B.V. • September 30th, 2021
We, the undersigned, SOCIETE GENERALE, which follows the rules on international financial sanctions of UN, EU or one of its state Members and the United States of America and the United Kingdom, public limited company with a capital of 1.066.714.367,50 Euros, registered under number 552 120 222 RCS Paris, with registered office located at 29, boulevard Haussmann 75454 Paris Cedex 09, France, with its International Guarantees Department at GTPS/GPS/OPE/TRA/GAR, Immeuble CRISTALLIA, 189 rue d’Aubervilliers - 75886 Paris Cedex 18, France (Swift: SOGEFRPP) where all requests must be sent (‘the Guarantor’), hereby confirm that we give the INNOVATION AND NETWORKS EXECUTIVE AGENCY (hereinafter referred to as “the Agency”), an unconditional, irrevocable and independent first-demand guarantee consisting in the undertaking to pay to the Agency a sum equivalent, in the maximum, to the amount of:
EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2024 • Allego N.V. • Services-automotive repair, services & parking
Performance Fees AgreementPerformance Fees Agreement • September 30th, 2021 • Athena Pubco B.V.
Madeleine Charging B.V., a company incorporated under Dutch law whose registered office is located at Zuidplein 126, WTC Toren H, 15e, 1077 XV Amsterdam, the Netherlands, registered under number 71768068, duly represented, hereinafter referred to as ‘‘Madeleine”,
THIS BONUS AGREEMENT (the “Agreement”) is made on 11 February 2021 BETWEEN:Bonus Agreement • September 30th, 2021 • Athena Pubco B.V.
SETTLEMENT AGREEMENT (In accordance with section 7:900 of the Dutch Civil Code)Settlement Agreement • July 3rd, 2024 • Allego N.V. • Services-automotive repair, services & parking
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • October 3rd, 2023 • Allego N.V. • Services-automotive repair, services & parking • New York
This Amendment (this “Amendment”) is made as of October 3, 2023, by and between Allego N.V., public limited liability company (naamloze vennootschap) formed under the laws of the Netherlands (formerly Athena Pubco B.V.) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”), and constitutes an amendment to the Warrant Agreement, dated as of February 8, 2021, by and between the Spartan Acquisition Corp. III (“Spartan”) and Continental, as assumed by the Company pursuant to the Warrant Assumption Agreement, dated as of March 16, 2022, by and among the Company, Spartan and Continental (as assumed, the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
THIS BONUS AGREEMENT (the “Agreement”) is made on 10 February 2021 BETWEEN: BACKGROUNDBonus Agreement • September 30th, 2021 • Athena Pubco B.V.
THIS BONUS AGREEMENT (the “Agreement”) is made on 10 February 2021 BETWEEN: BACKGROUNDBonus Agreement • September 30th, 2021 • Athena Pubco B.V.
AMENDMENT TO THE IRREVOCABLE VOTING POA AND PRIOR CONSENT AGREEMENTAllego N.V. • March 31st, 2022 • Retail-retail stores, nec
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 25th, 2023 • Allego N.V. • Services-automotive repair, services & parking • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 25, 2023, by and among Allego N.V., a public limited liability company (naamloze vennotschap) governed by the laws of the Netherlands (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Warrant Holders,” and each a “Warrant Holder”).
IRREVOCABLE VOTING POA AND PRIOR CONSENT AGREEMENT between Madeleine Charging B.V. as Madeleine E8 Partenaires as E8 for the terms and conditions of the Shareholders’ voting policy in Pubco and the restriction on transfers of Pubco shares by E8Consent Agreement • September 30th, 2021 • Athena Pubco B.V.
