REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2021 • Athena Pubco B.V. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, 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”).
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
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:
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.
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.
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.
