Allego GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, having its registered seat at Stralauer Platz 34, 10243 Berlin, Germany and registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Charlottenburg under HRB 155351 B, as assignor (the “Assignor”); and

Société Générale, a société anonyme incorporated under the laws of France, having its registered seat located at 29 boulevard Haussmann, 75009 Paris, France and registered with the trade and companies registry (registre du commerce et des sociétés) of Paris under number 552 120 222, as assignee (the “Security Agent”).

By a facility agreement dated 27 May 2019, as amended, modified or supplemented from time to time (including, but not limited, by way of amendment letters dated 26 June 2019 and 28 August 2019) (the “Facility Agreement”), Société Générale as agent, Kommunalkredit Austria AG and Société Générale as mandated lead arrangers, the Security Agent as security agent and the lenders named therein (together the “Finance Parties”) have agreed to provide to Allego B.V. and Allego Innovations B.V as borrowers (the “Borrowers”) a term loan facility in the aggregate amount of EUR 150,000,000 (including the option to increase the total commitments by an EUR 30,000,000 accordion facility (the “Accordion Increase Option”)),such facility being guaranteed by Allego Holding Holding B.V. and the Borrowers as original guarantors (the “Original Guarantors”, and together with the Borrowers and any future borrower and/or future guarantor acceding to the Facility Agreement in any such capacity, the “Obligors”).

On 27 May 2019, inter alios, the Finance Parties, Opera Charging B.V. as parent, Madeleine Charging B.V. as subordinated creditor and the Borrowers as original debtors have entered into an intercreditor agreement regarding their respective claims under the Facility Agreement (the “Intercreditor Agreement”).

On 27 May 2019, the Original Guarantors as debtors and the Security Agent as agent and security agent have entered into a parallel debt agreement (the “Parallel Debt Agreement”), the terms of which provide for a separate and independent obligation of any Obligor to pay to the Security Agent an amount which will be equal at any time to the aggregate of all amounts owed at such time by that Obligor under the Secured Documents (as defined below) to any Finance Party.

Under an accession deed dated on or about the date of this Agreement, the Assignor has acceded to the Facility Agreement as additional guarantor and to the Intercreditor Agreement and the Parallel Debt Agreement as additional debtor.

It is a condition precedent under the Facility Agreement to the Finance Parties making the credit facility available to the Borrowers that the Assignor enters into this Agreement.

It is the intention of the Assignor to secure all claims of the Finance Parties under the Secured Documents by way of an assignment for security of certain receivables.

The Security Agent will hold and administer the security created under this Agreement for the benefit of the Finance Parties subject to the terms of the Intercreditor Agreement.

in relation to any intercompany loan(s) made to any such Subsidiary on or before 31 December 2019, EUR 3,000,000 (individually or in aggregate); and

in relation to any intercompany loan(s) made to any such Subsidiary thereafter, EUR 2,000,000 (individually or in aggregate).

Assignment

Assignment of Receivables

all present and future rights and monetary claims of the Assignor arising from the delivery of goods and rendering of services including any service fee receivables and development fee receivables against its customers arising under any Material Commercial Agreements; and

all present and future rights and claims of the Assignor against any of its Subsidiaries arising under or in connection with Structural Intercompany Loans.

Current accounts

If there is a genuine or non-genuine current account relationship (echtes oder unechtes Kontokorrentverhältnis) between the Assignor and any third party debtor relating to the claims assigned under Clause 1.1 (Assignment of Receivables) or if such relationship is entered into at any time after the date of this Agreement, the Assignor hereby assigns to the Security Agent (i) its right to terminate such current account relationship and (ii) the right to determine the present balance.

The Assignor shall be authorised to exercise these rights alone, subject to the provisions of this Agreement, unless and until the Security Agent revokes such authorisation.

The Security Agent may revoke such authorisation and exercise the rights referred to above under the same conditions under which it may revoke the authorisation under Clause 2.1 (Authorisation to collect) in accordance with Clause 2.3 (Revocation).

Payment by cheque or bill of exchange

Retention of title

If any claims assigned under Clause 1.1 (Assignment of Receivables) are subject to an extended retention of title arrangement (verlängerter Eigentumsvorbehalt) the assignment of such claims shall become effective only upon the expiration of such extended retention of title arrangement. If any claims assigned under Clause 1.1 (Assignment of Receivables) are only partly subject to an extended retention of title agreement only the assignment of the part that is subject to the extended retention of title agreement shall become effective only upon the expiration of such extended retention of title arrangement, whereas the assignment of the part that is not subject to the extended retention of title agreement shall become effective in accordance with Clause 1.8 (Effect) of this Agreement.

The Assignor assigns to the Security Agent all claims for re-assignment of claims assigned to a supplier in connection with such an extended retention of title agreement together with any possible inchoate right (Anwartschaftsrecht) with respect to the assignment of claims assigned under Clause 1.1 (Assignment of Receivables) which is subject to a dissolving condition (auflösende Bedingung). The Assignor also assigns to the Security Agent all claims to the transfer of proceeds paid out to the supplier and all rights in connection thereto. The Security Agent is authorised but not obliged to discharge the extended retention of title arrangement in paying the relevant amount to the respective supplier.

Ancillary rights

Secured Claims

The assignment of Receivables under this Agreement and every other transferred right under this Agreement shall secure all present and future claims (including conditional (bedingt) and time-limited (befristet) claims) of the Finance Parties against any Obligor arising:

under the Secured Documents;

under the Secured Documents each as increased (including by way of increase of the margin or existing facilities or by including new facilities (including by way of the Accordion Increase Option)) or extended (in particular by way of extension of the maturity) from time to time; and

in connection with the Secured Documents (including by way of increase of the margin or existing facilities or by including new facilities) or extended (in particular by way of extension of the maturity) from time to time).

The claims described in paragraph 1.6.1 above are hereinafter referred to as the “Secured Claims”. The Secured Claims shall include in particular any claims for the payment of principal, interest, costs, fees and damages based on contract, unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

Acceptance of assignment

Effect

Authorisation to collect, disposal of Receivables

Authorisation to collect

Authorisation to disposal of Receivables (Factoring)

pursuant to a factoring agreement on a non-recourse basis (echtes Factoring); or

pursuant to a factoring agreement on a recourse basis (unechtes Factoring).

Revocation

Notification of assignments

Promptly, and in any event not later than 10 business days after execution of this Agreement, the Assignor will deliver to the Security Agent three (3) blank notice forms duly signed by an authorised signatory of the Assignor who is registered as director (Geschäftsführer) of the Assignor in the commercial register substantially in the form attached hereto as Annex 3 (Form of Blank Notice) on its own letterhead to allow notification of the assignment of Receivables to the respective third party debtors of the Receivables (the “Debtors”) in accordance with Clause 7.2.1 (Collection) below.

The Security Agent is hereby irrevocably authorised to prepare photocopies of that form, complete that form or photocopy by including addresses, invoice numbers, amounts and other details and to use such form to notify any Debtor.

The right of the Security Agent to effect the notification in any other way remains unaffected.

Representations

all Present Receivables are governed by German law; and

all information included in this Agreement regarding the Present Receivables and the Assignor is correct and complete.

Undertakings

not to assign or transfer in any other way any of the Future Receivables to a third party unless so required under an extended retention of title agreement (verlängerter Eigentumsvorbehalt) in the ordinary course of the Assignor’s business;

not to take, or participate in, any action or omit to take any action which impairs, or which would for any other reason be inconsistent with, the security interest of the Security Agent or the security purpose as described in Clause 1.6 (Secured Claims) or which would have an adverse effect on the rights of the Security Agent under this Agreement;

not to agree to any other agreement adversely affecting the assignability of any of the Receivables or that will subject any of the Receivables to any law other than German law; and

to the extent collateral has been provided as security for the Receivables (including any retention right (Eigentumsvorbehalt) of the Assignor) which will not be acquired by the Security Agent by operation of law, to transfer any such collateral to the Security Agent promptly upon request of the Security Agent.

Information

Semi-annually Reports

The Assignor shall no later than 15 Business Days after the last day of each calendar half-year (being 30 June and 31 December) or upon reasonable request of the Security Agent at more regular intervals upon the occurrence of an Event of Default provide to the Security Agent a list of all Receivables outstanding as at the last day of the period to which such list relates (the “Reports”).

Unless otherwise agreed between the Assignor and the Security Agent, the Reports must be in the form of Annex 1 (List of Material Commercial Agreements) and Annex 2 (List of Structural Intercompany Loans) of this agreement and include the name and address of all of the Debtors, the amount owed by each Debtor and the date of the underlying Material Commercial Agreement or Structural Intercompany Loan, as the case may be, and the due date with regard to each Receivable.

For the avoidance of doubt, the assignment of Receivables under this Agreement shall be effective irrespective of whether the relevant Receivable has been included or accurately described in a Report.

Data processing services

If the Assignor has entered into a contract for bookkeeping or data processing services relating to the Receivables with a third party (the “Service Provider”), the Assignor will either ensure that the information kept or processed by the Service Provider is included in the Reports or that the Service Provider submits the complete Reports to the Security Agent to satisfy the Assignor’s obligations under Clause 6.1 (Quarterly Reports) on behalf and at the expense of the Assignor.

The Assignor hereby authorises the Security Agent to request any information in respect of the Receivables from the Service Provider directly. The Assignor will instruct the Service Provider, by presenting a copy of this Agreement, to comply with any information request by the Security Agent at the cost of the Assignor.

Information on request

Information in electronic form

Information on attachment

Enforcement

Enforcement Event

Procedure

Collection

Upon the occurrence of an Enforcement Event, the Security Agent shall be entitled to collect the Receivables by notifying the Debtors of the assignment of the Receivables under this Agreement and instructing them to pay to a designated account by the notice provided to it in accordance with Clause 3 (Notification of assignments) (or a copy thereof).

Upon request of the Security Agent, the Assignor shall collect the Receivables on behalf of the Security Agent. The Security Agent has the right to instruct the Assignor to pay proceeds of collection to an account of the Security Agent, to procure that the Debtors pay directly to an account of the Security Agent or otherwise direct the manner of collection as the Security Agent deems appropriate.

Notification of enforcement

the Assignor or any of the Obligors generally has ceased to make payments (Zahlungseinstellung); or

an application has been filed for the opening of insolvency proceedings (Antrag auf Eröffnung eines Insolvenzverfahrens) over the assets of the Assignor or any of the Obligors,

Selection

Assistance

Dealing with Debtors

Application of proceeds

Recourse claims

Limitation on enforcement

owing to any member of the Group or any other affiliated company which are subordinated by law or by contract to any Financial Indebtedness outstanding under the Secured Documents (including, for the avoidance of doubt, obligations that would in an insolvency be subordinated pursuant to section 39 para. 1 no 5 or section 39 para 2 of the German Insolvency Code (Insolvenzordnung)) and including obligations under guarantees for obligations which are so subordinated; and/or

incurred in violation of any of the provisions of the Secured Documents,

its (or, where the German Assignor is a GmbH & Co. KG, its general partner’s) share capital (Stammkapital) as registered in the commercial register (Handelsregister) provided that any increase registered after the date of this Agreement shall (x) not be taken into account unless such increase has been effected with the prior written consent of the Security Agent (even if such increase is permitted under any of the Secured Documents) and (y) otherwise be taken into account only to the extent it is fully paid up; and

its (or when applicable where the relevant German Assignor is a GmbH & Co. KG, its general partner’s) amount of profits (Gewinne) or reserves (Rücklagen) which are not available for distribution to its shareholder(s) in accordance with section 268 para 8 HGB.

This Clause 7.8 (Limitation on enforcement) applies if and to the extent the assignment of Receivables is made by a German Assignor and is an Up-stream and/or Cross-stream Security.

The Security Agent agrees that the enforcement of the assignment of Receivables made by a German Assignor shall be limited if and to the extent that:

the assignment constitutes an Up-stream and/or Cross-stream Security; and

the enforcement of the assignment would otherwise

have the effect of reducing the relevant German Assignor’s (or, where the German Assignor is a GmbH & Co. KG, its general partner’s) Net Assets to an amount that is lower than the amount of its (or, in the case of a GmbH & Co. KG, its general partner’s) Protected Capital or, if the amount of the Net Assets is already lower than the amount of its (or, in the case of a GmbH & Co. KG, its general partner’s) Protected Capital, cause the Net Assets to be further reduced; and

thereby give rise to a violation of the capital maintenance requirement as set out in section 30 para. 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung),

Within 10 Business Days after the notification of enforcement pursuant to Clause 7.2.2 (Notofication of enforcement) above by the Security Agent, the relevant German Assignor shall provide a certificate signed by its managing director(s) (Geschäftsführer) confirming in writing (x) if and to what extent the enforcement is an Up-stream and/or Cross-stream Security and (y) whether an enforcement of the assignment would have the effects referred to in paragraph 7.8.2(ii) above (the “Management Determination”). Such confirmation shall comprise an up-to-date balance sheet of the German Assignor (and, in the case of a GmbH & Co. KG, its general partner) and a detailed calculation, based on the provisions of this Agreement, of the amount of the Net Assets and the Protected Capital of the German Assignor (or, in the case of a GmbH & Co. KG, its general partner). The enforcement of the assignment shall be unlimited up to an amount which, pursuant to the Management Determination, would not cause the effects set out in paragraph 7.8.2(ii) above (irrespective of whether or not the Security Agent agrees with the Management Determination).

If the Security Agent (acting on the instructions of the Majority Lenders) disagrees with the Management Determination, it may within twenty (20) Business Days of its receipt request the relevant German Assignor to deliver, at the German Assignor’s own cost and expense, within 25 Business Days of such request an up-to-date balance sheet of the German Assignor (and, in the case of a GmbH & Co. KG, of

If the amount being enforceable pursuant to the Auditor’s Determination is lower than the amount being enforceable pursuant to the Management Determination and, if and to the extent that the assignment of Receivables has been enforced up to the amount set out in the Management Determination, the Security Agent shall upon written demand by the German Assignor to the Security Agent repay any proceeds from the enforcement of the assignment already received by the Security Agent to the German Assignor in an amount equal to the difference between the amount enforceable pursuant to the Management Determination and the amount enforceable pursuant to the Auditor’s Determination, provided that such demand for repayment is made by the relevant German Assignor to the Security Agent within one month after the Auditor’s Determination has been delivered as required by Clause 7.8.3 above.

The limitation in Clause 7.8.2 above shall not apply if:

a domination and/or profit and loss pooling agreement (Beherrschungs-und/oder Gewinnabführungsvertrag) is in force between the German Assignor (with the German Assignor as dominated entity) and the relevant primary obligor or a holding company of the relevant primary obligor (or an uninterrupted chain of domination agreements in force between the German Assignor (with the German Assignor as dominated entity) and the relevant primary obligor or a holding company of the relevant primary obligor) whose obligations and liabilities are secured, except where the existence of such domination and/or profit and loss agreement does not prevent the assertion or enforcement of the assignment of Receivables from having the effects referred to in paragraph 7.8.2(ii) above; or

if and to the extent that the relevant German Assignor has a fully recoverable recourse claim (Gegenleistungs- und Rückgewähranspruch).

No reduction of the amount enforceable pursuant to this Clause 7.8 (Limitation on enforcement) will prejudice the right of the Security Agent to continue to enforce the assignment of Receivables (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction of the claims secured.

Release of security interest upon satisfaction of Secured Claims

Continuation

Continuing security

Transfer

Substitution of the Security Agent

Notices and communication

Miscellaneous

Interpretation

Remedies cumulative

Partial invalidity

Conclusion of this Agreement (Vertragsschluss)

The parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by any means of telecommunication (telekommunikative Übermittlung) such as by way of fax or electronic photocopy.

If the parties to this Agreement choose to conclude this Agreement pursuant to Clause 11.4.1 above, they will transmit the signed signature page(s) of this Agreement to Linklaters LLP, attention to Michael Schnurr (by e-mail to Michael.Schnurr@linklaters.com) or Rosali Reindl (by e-mail to Rosali.Reindl@linklaters.com) (each a “Recipient”). The Agreement will be considered concluded once one Recipient has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all parties to this Agreement (whether by way of fax, electronic photocopy or other means of telecommunication) and at the time of the receipt of the last outstanding signature page(s) by such one Recipient.

For the purposes of this Clause 11.4 only, the parties to this Agreement appoint each Recipient as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient to collect the signed signature page(s) from all and for all parties to this Agreement. For the avoidance of doubt, each Recipient will have no further duties connected with its position as Recipient. In particular, each Recipient may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

Changes

Governing law

This Agreement is governed by the laws of the Federal Republic of Germany.

Any non-contractual rights and obligations arising out of or in connection with this Agreement shall also be governed by the laws of the Federal Republic of Germany.

Jurisdiction

The Security Agent