MADELEINE CHARGING B.V., a company organised under the laws of the Netherlands, whose corporate seat is at Zuidplein 126, WTC Toren H, 15e, 1077 XV Amsterdam and with trade register number 71768068, hereinafter referred to as the “Madeleine”;

E8 PARTENAIRES, a French société par actions simplifiée with capital of 8,000 euros, whose registered office is located at 75 avenue des Champs-Elysées, 75008 Paris, registered with the Paris Trade and Companies Register under number 440 366 334, hereinafter referred to as the “E8”;

Madeleine is a company wholly-owned by investment vehicles managed and represented Meridiam, a French société par actions simplifiée, whose registered office is located at 4 place de l’Opéra 75002 Paris, France, registered with the Paris Trade and Companies Register under number 483579389;

As of the date hereof, Madeleine owns 100% of Allego Holding B.V, a Dutch besloten vennootschap met beperkte aansprakelijkheid, whose registered office is located at Westervoortsedijk 73 KB, 6827 AV Arnhem, registered under number 73283752 (“Allego Holding”), which is the holding company of the Allego group, an end-to-end and integrated EV charging solutions provider which owns, designs, operates and/or services charge points.

E8 is a strategic consulting firm with a proven background in management of technological highgrowth firms with whom Meridiam has partnered with E8 since 2019 for E8 to provide strategic support to Allego and proceed with a complete turnaround and strategic repositioning of the Allego group.

On 16 December 2020, E8 and Madeleine entered into a special fees agreement, as amended on 15 January 2021 and on 8 April 2021 (the “Fees Agreement”), pursuant to which, immediately prior to completion of the Transaction (as such term is defined below), E8 shall be entitled to subscribe for up to 15% of the share capital and voting rights of Pubco (as such term is defined below).

Madeleine contemplates in the coming months to carry out a “SPAC-IPO” transaction whereby 100% of the outstanding share capital and voting rights of Allego Holding would be ultimately held by a holding company listed in the US (“Pubco”) (the “Transaction”), in which Madeleine and E8 would hold (after completion of the Transaction), respectively, more than 50% and up to 15% of the share capital and voting rights of Pubco.

In light of the amendments to the Fees Agreement agreed upon between E8 and Madeleine on 8 April 2021, the Parties wish to lay down in this Agreement the terms and conditions of their future co-operation in respect of the voting policy at all shareholders’ meetings of Pubco (the “Meetings”) further to the completion of the Transaction.

IRREVOCABLE POA

PRIOR CONSENT

E8 acknowledges that it is essential for Madeleine to ensure that E8 will remain invested in Pubco for a minimum period and that the Pubco shares held by Madeleine will be subject to a “lock-up” for 6 months after the consummation of the Transaction (subject to early release upon certain conditions being met).

Accordingly, (a) E8 undertakes not to Transfer (through one or several transactions) more than two-third (2/3) of the Pubco shares owned by it on the date of completion of the Transaction before 30 September 2026 without having obtained the prior written consent of Madeleine or Meridiam and (b) E8 undertakes not to Transfer any of the Pubco shares until Madeleine has been released from its “lock-up.” For the avoidance of doubt, E8 shall be free to Transfer up to two-third (2/3) of the Pubco shares owned by it after the date at which Madeleine is released from its “lock-up” but before 30 September 2026 (without the prior consent of Madeleine or Meridiam) and from 1 October 2026, E8 shall be free to Transfer all its shares of Pubco.

For the purpose of this article 2, the term “Transfer” means in relation to Pubco shares to directly or indirectly: (a) sell, offer to sell, assign, hypothecate, pledge, grant any option to purchase, transfer or otherwise dispose of it; (b) create or permit to subsist any encumbrance over it; (c) direct that another person should receive it, or assign any right to it; (d) enter into any agreement in respect of the votes or any other rights attached to it; (e) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Pubco shares, whether any such transaction is to be settled by delivery of such Pubco shares, in cash or otherwise or (f) agree, whether or not subject to any condition precedent or subsequent, to do any of the foregoing.

Additionally, E8 agrees for the duration of this Agreement that it will use its reasonable best efforts to comply with all rules and regulations promulgated under the Securities Act of 1933 as amended, and the Securities Exchange Act of 1934, as amended, including taking reasonable action to file or to facilitate the filing of any necessary document with the United States Securities and Exchange Commission or to take any action reasonably requested by Madeleine to assist Madeleine in complying with such rules and regulations.

DURATION AND TERMINATION

This Agreement shall come into force immediately upon completion of the Transaction for a duration which shall expire on the earlier of:

31 December 2028;

the date on which one of the Parties no longer holds, directly or indirectly, any shares in Pubco or any of its subsidiaries (as at the date hereof);

the date on which the aggregate direct and indirect shareholdings owned by the Parties in Pubco is strictly below 50% of the share capital and voting rights of Pubco; and

the date on which Madeleine notifies E8 in writing of its intention to unilaterally terminate the Agreement.

Without prejudice to article 3.1 hereof, the provisions of articles 2.1 to 2.3 hereof shall cease to apply on the later of (i) the date on which Madeleine has been released from its “lock-up” in respect of the Pubco shares and (ii) the date on which Mr. Mathieu Bonnet is removed from his position as CEO of Pubco, or Allego Holding, as applicable.

MISCELLANEOUS

Entire agreement

Specific performance, damages and remedies

Invalid provisions

No rescission or nullification

Counterparts

Notices

Language

Choice of law

Disputes

Electronic Signature

For and on behalf of

E8

By

: Bruno Heintz

Title

: authorized signatory