Exhibit 4.2
WARRANT ASSUMPTION AGREEMENT
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [•], 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”).
WHEREAS, Spartan and the Warrant Agent are parties to that certain Warrant Agreement dated as of February 8, 2021 (the “Warrant Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Business Combination Agreement (as defined below));
WHEREAS, Spartan, the Company, Athena Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), Madeleine Charging B.V., a Dutch private limited liability company, Allego Holding B.V., a Dutch private limited liability company, and, solely with respect to the sections specified therein, E8 Partenaires, a French société par actions simplifiée are parties to that certain Business Combination Agreement and Plan of Reorganization dated as of July 28, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions set forth therein, (i) Merger Sub will merge with and into Spartan, with Spartan being the surviving corporation in the merger and becoming a wholly owned subsidiary of the Company (the “Merger”) and (ii) the Company will be converted into a Dutch public limited company and shall be renamed and redesignated as Allego N.V.;
WHEREAS, pursuant to the terms and conditions of each of the Warrant Agreement and the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of any holder of Spartan Warrants, each Spartan Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be assumed by the Company and will automatically be converted into a warrant (each resulting warrant, an “Allego Warrant”) to acquire one ordinary share in the capital of the Company immediately following the Merger, with a nominal value of €0.12 per share (“NewCo Ordinary Shares”), subject to adjustments as provided in the Warrant Agreement, whereby each Allego Warrant shall be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding Spartan Warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger; and
WHEREAS, as a result of this Warrant Assumption Agreement, effective as of the Effective Time, each Spartan Warrant will be converted into an Allego Warrant.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Spartan, the Company and the Warrant Agent hereby agree as follows:
1. Assignment and Assumption.
(a) Upon and subject to the occurrence of the Effective Time, Spartan hereby assigns to the Company, and the Company hereby assumes, the rights and obligations of Spartan under the Warrant Agreement and the Spartan Warrants, and the Company hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of Spartan under the Warrant Agreement and the Spartan Warrants, including the obligations to issue NewCo Ordinary Shares upon the exercise of the Allego Warrants. As a result of the preceding sentence, upon and subject to the occurrence of the Effective Time, each Spartan Warrant will be converted into an Allego Warrant.
