SENIOR LOAN NOTE SUBSCRIPTION AGREEMENT TRITIUM PTY LTD (ACN 095 500 280) with CBA CORPORATE SERVICES (NSW) PTY LIMITED (ACN 072 765 434) acting as Security Trustee

SCHEDULE 1 THE ORIGINAL PARTIES

SCHEDULE 2 CONDITIONS PRECEDENT

SCHEDULE 3 UTILISATION REQUEST

SCHEDULE 4 FORM OF TRANSFER CERTIFICATE

SCHEDULE 5 FORM OF ACCESSION LETTER

SCHEDULE 6 FORM OF RESIGNATION LETTER

SCHEDULE 7 FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 8 FORMS OF DIRECTOR’S CERTIFICATE

SCHEDULE 9 FORM OF LOAN NOTE DEED POLL

SCHEDULE 10 FORM OF ACCORDION FACILITY LETTER

SIGNATURE PAGES

TRITIUM HOLDINGS PTY LTD (ACN 145 324 910) (“Holdco”);

TRITIUM PTY LTD (ACN 095 500 280) (the “Borrower”);

The PERSONS listed in Part II of Schedule 1 (The Original Parties) as original guarantors (the “Original Guarantors”);

The PERSONS listed in Part III of Schedule 1 (The Original Parties) as original Facility A lenders (the “Original Facility A Lenders”); and

CBA CORPORATE SERVICES (NSW) PTY LIMITED (ACN 072 765 434) as security trustee for the Beneficiaries (the “Security Trustee”).

DEFINITIONS AND INTERPRETATION

Definitions

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB+ or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa1or higher by ▇▇▇▇▇’▇ Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or

any other bank or financial institution approved in writing by the Majority Lenders (in their absolute discretion).

in relation to an Original Accordion Facility Lender and the Accordion Facility, the amount specified as its commitment in relation to the Accordion Facility in the relevant Accordion Facility Letter, and the amount of any other Accordion Facility Commitment transferred to it under this Agreement;

in relation to any other Lender and the Accordion Facility, the aggregate of the amount of any Accordion Facility Commitment transferred to it under this Agreement,

an authorisation, consent, approval, resolution, licence, exemption, filing, lodgement or registration required by any Governmental Agency or any law; or

in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

in respect of an Obligor, any company secretary or director, or any other person from time to time nominated as an “Authorised Officer” by the Obligor by a notice to the Lenders in an agreed form of certificate accompanied by certified copies of signatures of all new persons so appointed (and in respect of which the identity of such persons has been verified to each Finance Party’s

in respect of a Finance Party, any person whose title includes the word Manager, Head, Chief, Executive, Director, Associate, Counsel, President, Lawyer or cognate expressions, or any company secretary or director.

in relation to Facility A:

the period from and including the date of this Agreement to and including the earlier of:

5 (five) Business Days after CP Close (or such later date as may be agreed between the Borrower and the Lenders);

the date on which the Total Commitment is cancelled in full; and

the Long Stop Date; and

in relation to the Accordion Facility, the period specified in the Accordion Facility Letter.

the amount of its participation in any outstanding Utilisations under that Facility; and

in relation to any proposed Utilisation under that Facility, the amount of its participation in any Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date,

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail- In Legislation Schedule from time to time;

in relation to the United Kingdom, the UK Bail-In Legislation; and

in relation to any other state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

a person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC;

a person, entity, organisation, country or regime that is blocked or a target of sanctions that have been imposed under Economic Sanctions Laws; or

a person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any person, entity, organisation, country or regime described in paragraph (a) or (b) above.

the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

the amount which that ▇▇▇▇▇▇ would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Market or acquiring a bill of exchange accepted by a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

that cash is repayable on demand; and

repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition or subject to any Security (other than under the Security Documents).

certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

bonds, debentures, stock, treasury bills, notes or any other security issued or guaranteed by the Commonwealth of Australia, the government of New Zealand or any other country (in the case of the latter, only if its credit rating complies with paragraph (c)(iv) below) or any government of any State or Territory of Australia or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

commercial paper not convertible or exchangeable to any other security:

for which a recognised trading market exists;

issued by an issuer incorporated in Australia;

which matures within one year after the relevant date of calculation; and

which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

any investment in money market funds (i) which have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (c) above and (iii) to the extent that investment can be turned into cash on not more than 30 days’ notice; or

any other debt security approved in writing by the Majority ▇▇▇▇▇▇▇ (in their absolute discretion),

the Borrower ceases to be the wholly-owned Subsidiary of Holdco;

either Holdco or SPAC is not or ceases to be 100% legally and beneficially owned by Tritium DCFC;

an Obligor (other than Tritium DCFC, Holdco or SPAC) is not or ceases to be 100% legally and beneficially owned (directly or indirectly) by Tritium DCFC;

a change in ownership or control of the shares or units in a member of the Group (other than Tritium DCFC) such that any one or more person/s who does not at date of this Agreement have Control of such member of the Group, gains Control of such entity; or

in respect of Tritium DCFC:

a single entity (or entities acting in concert) (whether directly or indirectly and whether individually or together) has the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, greater than 50% of the maximum number of votes that might be cast at a general meeting of such listed entity; and

appoint or remove all, or the majority of, the directors or other equivalent officers of such listed entity,

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 37 (Confidentiality); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

in the case of primary syndication, the Confidentiality and Front Running Letter published by Asia Pacific Loan Market Association (Australian Branch); and

in the case of secondary trading, the Confidentiality Letter (Seller) published by the Loan Market Association,

owning or controlling more than 50% of the shares or units in that entity;

being in a position to cast, or control the casting of 50% of more of the maximum number of votes that might be cast at a meeting of that entity; or

controlling the outcome of decisions in relation the financial and operating policies of that entity.

in respect of an Australian Obligor, a certificate substantially in the form set out in Part I of Schedule 8 (Forms of Director’s Certificate) in the case of any Original Obligors or Part II of Schedule 8 (Forms of Director’s Certificate) in the case of any Additional Guarantors; and

in respect of any other Obligor (other than an Australian Obligor), a certificate substantially in the form set out in Part II of Schedule 8 (Forms of Director’s Certificate), including any confirmations or amendments that are customary or required in the jurisdiction of incorporation of that Obligor.

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

a dividend, distribution or other amount of money or assets (whether as fees, profits or interest or by way of a redemption, repayment or return of capital) in respect of any shares, membership or other interests, or other securities in or issued by the Borrower; and

any other amount (including without limitation, management fees or the repayment of any Subordinated Shareholder Loan or any other subordinated indebtedness) paid or payable by an Obligor to the lender under any Subordinated Shareholder Loan or the holder of shares, membership or other interests, or other securities in or issued by an Obligor or its Affiliate.

the Dutch Security Agreement; and

the Dutch Deeds of Share Pledge.

Interest Expense of the Group in respect of the period;

taxation on income or profits or capital gains of the Group in respect of the period;

depreciation and amortisation expense or significant items of the Group in respect of the period; and

any unrealised gains or losses as a result of derivatives being marked to market in respect of the period.

the English Share Charge; and

the English Debenture.

all forms of equity contributions, including by way of subscriptions for ordinary or preference shares, units or capital contribution; and

a Subordinated Shareholder Loan.

are received under any public liability, business interruption, personal injury, directors’ and officers’ liability, other third party liability and workers compensation insurance; or

are, or are to be, applied towards reinstatement or replacement of the assets in respect of which those moneys were received, to purchase assets for use in the business or to meet a liability in respect of which those moneys were received, if those proceeds are committed to be applied within 6 months after receipt and, if so committed, actually applied within 12 months after receipt.

in relation to an Original Facility A Lender, the amount set opposite its name under the heading “Facility A Commitment” in Part III of Schedule 1 (The Original Parties), and the amount of any other Facility A Commitment transferred to it under this Agreement; and

in relation to any other Lender, the aggregate of the amount of any Facility A Commitment transferred to it under this Agreement,

each Original Facility A Lender; and

any person which has become a Party as a Facility A Lender in accordance with Clause 23 (Changes to the Finance Parties),

in respect of a Lender, the office or offices notified by that Lender to the Borrower in writing on or before the date it becomes a Lender (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

in respect of any other Finance Party, the office in the jurisdiction where it is a resident for tax purposes.

sections 1471 to 1474 of the Code or any associated regulations; or

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA,

this Agreement;

any Security Document;

each Loan Note Deed Poll and each Loan Note; (d) the Security Trust Deed;

any Intercreditor Deed;

any Compliance Certificate;

any Fee Letter;

each Warrant Document;

any Accession Deed;

any Accession Letter;

any Utilisation Request;

any Accordion Facility Letter;

any Resignation Letter;

any other document designated as such by the Lenders (in their absolute discretion) and the Borrower; and

any document or agreement entered into or given under any of the above.

Lease” means a Lease constituting, or accounted for in a similar way to, a finance lease or capital lease under GAAP.

each Lender; and

the Security Trustee.

with respect to SPAC, the first six (6) month period of its Financial Year ending on 30 June; and

with respect to any other Obligor, the first six (6) month period of its Financial Year ending on 31 December.

moneys borrowed and any debit balance at any financial institution;

any amount raised under any acceptance credit, bill acceptance or bill endorsement facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior and effect to 1 January 2019 have been treated as an operating lease);

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any redeemable shares where the holder has the right, or the right in certain conditions, to require redemption;

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

consideration for the acquisition of assets or services payable more than 90 days after acquisition;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any currency, rate or price (provided that (i) when calculating the value of any derivative transaction, only the marked to market value shall be taken into account (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount); and (ii) for the purposes of testing the financial covenants in Clause 19.1 (Financial undertakings), unrealised gains or losses shall be excluded);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) (inclusive) above.

a statement of financial performance (profit and loss statement);

a statement of financial position (balance sheet); and

a statement of cash flow,

with respect to SPAC, the 12 month period ending on 31 December; and

with respect to any other Obligor, the 12 month period ending on 30 June.

accounting standards approved under the Australian Corporations Act and its requirements about the preparation and contents of accounts; and

generally accepted accounting principles, standards and practices in Australia.

an administrator being appointed to the corporation or any of the corporation’s property;

the corporation resolving to appoint a Controller or analogous person to the corporation or any of the corporation’s property;

an application being made to a court for an order or any corporate action, legal proceedings or other procedure or step is taken to appoint a Controller, provisional liquidator, liquidator, administrator, receiver, administrative receiver, judicial manager, compulsory manager, trustee for creditors or in bankruptcy or analogous person to the corporation or any of the corporation’s property or have that person declared bankrupt, which application is not dismissed or withdrawn within 21 days of being made;

an appointment of the kind referred to in paragraph (c) above being made (whether or not following a resolution or application);

the holder of a Security or any agent on its behalf, appointing a Controller or taking possession of any of the corporation’s property;

the corporation being taken under section 459F(1) of the Australian Corporations Act to have failed to comply with a statutory demand;

an application being made to a court for an order for its winding up;

an order being made, or the corporation passing a resolution, for its winding up, or its winding up commences for any other reason;

the corporation being unable to pay its debts or suspending payment of its debts, ceasing or threatening to cease to carry on all or a material part of its business, stating or admitting that it is unable to pay its debts, or being or becoming or being taken or presumed or deemed by law or a court to be insolvent or unable to pay its debts;

in the case of a corporation registered under the Australian Corporations Act, any step is taken to deregister the person or cancel its registration under the Australian Corporations Act;

the corporation taking any step toward entering into a compromise or arrangement with, or assignment for the benefit of, any of its members, beneficiaries or creditors;

the corporation becoming, or the corporation taking any step that could result in the corporation becoming, an insolvent under administration (as defined in section 9 of the Australian Corporations Act);

a court or other authority enforcing any judgment or order against the corporation for the payment of money or the recovery of any property, which in the opinion of the Lenders (acting reasonably) would have a Material Adverse Effect, or which involves a liability in excess of US$500,000 (or its equivalent);

a writ of execution is levied against the person or a material part of the persons property which is not dismissed within 15 Business Days after the writ is levied;

a moratorium is declared in respect of any indebtedness of any member of the Group;

in respect of a Dutch Obligor, the corporation taking steps to filing a request for bankruptcy (faillissement) or for a suspension of payment (surseance van betaling), each as meant under the Dutch Bankruptcy Code (Faillissementswet);

in respect of a Dutch Obligor, the corporation has had its assets placed under administration (onder bewind gesteld);

in respect of a Dutch Obligor, the corporation has been subjected to any or more of the insolvency and winding up proceedings in Annex A to the EU Insolvency Regulation (number 848/2015 of 20 May 2015); or

any analogous event under the law of any applicable jurisdiction including, without limitation, the United States Bankruptcy Code (11 U.S.C. §101 et seq.).

future tax benefits;

patents, trademarks or licenses;

goodwill; or

any other assets which in accordance with GAAP are regarded as intangible assets.

any dividend payable on any share or stock the obligations in respect of which constitute Financial Indebtedness of any member of the Group;

any discount on any bills or bonds, notes or other instruments drawn, accepted or endorsed by any member of the Group;

any line, facility, acceptance, discount, guarantee or other fees and amounts incurred on a regular or recurring basis payable in relation to Financial Indebtedness of any member of the Group; and

Finance Lease Charges,

an announcement, application, compromise, arrangement, managing controller, or administration as described in section 415(D)(1), 434J(1) or 451E(1) of the Australian Corporations Act; or

any process which under any law with a similar purpose may give rise to a stay on, or prevention of, the exercise of contractual rights.

a member of the Group directly or indirectly holds shares or an equivalent equity ownership interest in the relevant entity; and

members of the Group own (directly or indirectly) less than 100 per cent of the shares or other equivalent equity ownership interests in that relevant entity.

by a person other than the owner; or

for or on behalf of the owner or another person by a person other than the owner where that last mentioned person or one of its related bodies corporate (as defined in the Australian Corporations Act or any analogous definition in another relevant jurisdiction) is required to make or assume minimum periodic payments,

where used in respect of a particular Facility (as the context requires):

each Facility A Lender in respect of Facility A; and

each Accordion Facility Lender in respect of the Accordion Facility; and

where used without reference to a particular Facility, all Lenders.

in respect of Facility A, the deed poll entitled “Loan Note Deed Poll” dated on or after the date of this Agreement in the form set out in Schedule 9 (Form of Loan Note Deed Poll) of this Agreement, as amended or amended and restated from time to time;

in respect of an Accordion Facility, a deed poll entitled “Loan Note Deed Poll” dated on or after the Accordion Facility Effective Date in respect to Accordion Facility Commitments made available under that Accordion Facility and which is in the form set out in Schedule 9 (Form of Loan Note Deed Poll) of this Agreement, as amended or amended and restated from time to time (if any); and

any other document designated as such by the Lenders (in their absolute discretion) and the Borrower.

the total amount of all outstanding Loans on that date; to

fair market value of the Group determined with reference to the most recent Valuation as at that date.

the amount of the interest payable on the Relevant Prepaid Loan Amount for the balance of the Non-call Period; plus

an amount equal to 2.50% of the principal amount of the Relevant Prepaid Loan Amount.

marketable securities as defined in the Australian Corporations Act or equivalent provision in any applicable jurisdiction;

interest in a partnership;

unit (whatever called) or interest in a trust estate which represents a legal or beneficial interest in any of the income or assets of that trust estate and includes any options to acquire any units as described; or

any other investment instrument (as defined in the PPSA) or equivalent provision in any other applicable jurisdiction.

the business, operation, property, condition (financial or otherwise) or prospects of the Group (taken as a whole);

the ability of the Obligors (taken as a whole) to perform their obligations under the Finance Documents;

the validity or enforceability of any Finance Document or any material rights or remedies of any Finance Party under the Finance Documents; or

the effectiveness or priority of any Security.

a consolidated profit and loss statement, a consolidated balance sheet and a cash flow statement; and

a confirmation on the Liquidity Reserve Amount.

the acquisition of an entity or business (the “New Target”), provided that:

made in the ordinary course of trading of the disposing entity on arm’s length commercial terms and at fair market value;

of assets in exchange for (or where the proceeds are used to purchase) other assets comparable or superior as to type, value and quality and for a similar purpose;

of worn out or obsolete assets or surplus assets no longer required for the efficient operation of the business;

of Leases or licenses, in each case in the ordinary course of business that do not materially interfere with the business of the Group taken as a whole;

made by a member of the Group with the prior written approval of the Majority ▇▇▇▇▇▇▇ (in their absolute discretion);

made by a member of the Group to an Obligor or by a non-Obligor to a non- Obligor;

to another Obligor (provided that if immediately prior to the Disposal the asset was the subject of a Security in favour of the Security Trustee the asset must immediately after the disposal be the subject of a Security in favour of the Security Trustee);

to the extent that the grant or existence of a Permitted Security constitutes or gives rise to a Disposal, that Disposal; and

provided no Default or Review Event is continuing (or would arise by reason of the sale, lease, transfer or Disposal), where the proceeds of that Disposal that is on arm’s length terms and for fair market value (when aggregated with the proceeds received for any other Disposal, other than any Disposal permitted under paragraphs (a) to (h) above) does not exceed US$1,000,000 (or its equivalent).

Financial Indebtedness incurred under the Finance Documents;

unsecured Financial Indebtedness under any transactional facilities (including overdrafts, guarantees, bonding, documentary or stand-by letters of credit, short term loans, foreign currency facilities, credit card facilities or any other facility or accommodation used for the effective cash management and/or day to day operation of the ordinary business of the Group) used as part of the ordinary operation of the ordinary business of the Group which are intraday, or, if not intraday, and only to the extent it involves actual Financial Indebtedness, up to US$3,000,000 (or its equivalent) in aggregate for the Group at any time;

Financial Indebtedness incurred under any Finance Lease, hire purchase arrangement or similar facility where the amount of the aggregate outstanding capital or principal value in respect of all Finance Leases, hire purchase arrangement or similar asset based financing arrangements entered into by members of the Group at any time is not greater in aggregate than US$500,000 (or its equivalent), provided the recourse of the provider of the relevant lease or arrangement is limited to the relevant asset or the lender under any such Financial Indebtedness is otherwise a party to an Intercreditor Deed;

any Subordinated Debt or Subordinated Shareholder Loan;

unsecured Financial Indebtedness owed to trade creditors on terms not exceeding 90 days on account of services provided to an Obligor in the ordinary course of that ▇▇▇▇▇▇▇’s ordinary business;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any currency, rate or price undertaken in the ordinary course of the ordinary business of an Obligor and not entered into for speculative purposes;

unsecured loans between Obligors;

Financial Indebtedness of any person that becomes a member of the Group after CP Close as a result of an acquisition and was not incurred in contemplation of that acquisition, provided that such Financial Indebtedness does not increase since the date of, or in contemplation of, the acquisition and is repaid within 45 days of the date that person became a member of the Group;

any Financial Indebtedness not otherwise referred to in paragraphs (b) to (h) above (inclusive) in a principal amount which, when aggregated with the principal amount of any other Financial Indebtedness permitted under this paragraph (i), does not at any time exceed USD25,000,000 (or its equivalent) in aggregate for the Group taken as a whole where such Financial Indebtedness is any of:

unsecured; or

export financing where such financing is secured by either:

Financial Indebtedness to which the Majority Lenders (in their absolute discretion) consent to in writing (unless the consent was conditional and any of the conditions are not complied with);

until Financial Close, Financial Indebtedness under the Existing LNSA; and

any guarantee pursuant to Part 2M.6 of the Australian Corporations Act or an equivalent provision where the only members of the class order are Obligors.

the provision of equity or shareholder loans to the Group in the form of Subordinated Shareholder Loans save where permitted pursuant to paragraph (g) of the definition of Permitted Financial Indebtedness;

having rights or liabilities in connection with any Marketable Securities in it or any Subsidiary;

providing guarantees in respect of the obligations of the members of the Group; (d) having rights or liabilities (and performing its obligations) under the Finance Documents to which it is expressed to be a party;

holding of or expenditure of Cash or Cash Equivalent Investments or disposing or acquiring of short term investments;

providing an Equity Contribution to an Obligor;

activities necessary to maintain the Tax status of the Group or activities of a similar nature thereto;

making claims (and the receipt of any related proceeds) for rebates or indemnification with respect to Taxes and receiving the benefit of Distributions where expressly permitted under the Finance Documents;

activities in connection with any litigation or court or other proceedings that are, in each case, being contested in good faith;

the ownership of cash balances or Cash Equivalent Investments at any time arising under any cash pooling arrangement entered into with any of its Subsidiaries and the on-lending of cash intra-Group;

in connection with preparing for and entering into customary agreements relating to and carrying out an equity or debt issuance which is permitted by the Finance Documents or which would result in all amounts under the Finance Documents being repaid in full;

incurring liabilities arising by operation of law in the ordinary course of ordinary business;

the ownership of Intellectual Property and licensing of that Intellectual Property to a member of the Group;

any other activity consistent with that of a passive holding company;

any other holding company activity to which the Majority Lenders have given their consent (in their absolute discretion);

borrowings under shareholder loans which are permitted under the Finance Documents;

incurring and paying Taxes;

those activities contemplated in the Finance Documents providing Security which is permitted under the Finance Documents;

obtaining advice and incurring professional fees and administration costs in the ordinary course of business as a Holding Company; and

provision of administrative and treasury services to the Group.

any Security created under a Security Document;

any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

any lien arising by operation of law and in the ordinary course of trading so long as the Permitted Financial Indebtedness it secures is paid when due or contested in good faith and appropriately provisioned;

any Security that secures Financial Indebtedness specified in paragraph (c) of the definition of Permitted Financial Indebtedness, provided the Security is only over the relevant asset and recourse of the provider of the relevant lease or arrangement is limited to the relevant asset;

any Security that secures a Subordinated Debt or a Subordinated Shareholder Loan, provided that it is subject to an Intercreditor Deed;

any Security, arrangement or transaction over or affecting any asset acquired by a member of the Group after the date of this Agreement if:

it was not created in contemplation of or after the acquisition of that asset by a member of the Group;

the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and

it is removed or discharged within 45 days of the date of acquisition of such asset;

any Security, arrangement or transaction over or affecting any asset of any entity which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that entity becomes a member of the Group, if:

it was not created in contemplation of or after the acquisition of that entity;

the principal amount secured has not increased in contemplation of or since that entity became a member of the Group; and

it is removed or discharged within 45 days of that entity becoming a member of the Group;

any title retention arrangement entered into by any member of the Group in the ordinary course of trading on the supplier’s usual terms of sale (or on terms more favourable to the members of the Group) provided that:

the Security is only over the relevant asset and recourse of the provider of the relevant Financial Indebtedness is limited to the relevant asset; and

the debt it secures is paid when due or contested in good faith and sufficient reserves of liquid assets have been set aside to pay the debt if the contest is unsuccessful;

until Financial Close, any Security with respect to the Existing LNSA;

in respect of an Australian Obligor, a deemed security interest under section 12(3) of the PPSA which does not secure payment or performance of an obligation;

any Security contemplated (and in accordance with) paragraph (i)(ii) of the definition of “Permitted Financial Indebtedness”;

any Security arising under the general terms and conditions (Algemene Bank Voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) or any similar term applied by a financial institution in The Netherlands pursuant to its general terms and conditions; and

any Security created or subsisting with the prior written consent of the Majority Lenders (in their absolute discretion).

Tritium DCFC Activity” means:

the provision of equity or shareholder loans to the Group in the form of Subordinated Shareholder Loans save where permitted pursuant to paragraph (g) of the definition of Permitted Financial Indebtedness;

holding, owning and/or having rights or liabilities in connection with any Marketable Securities in Holdco and SPAC;

entering into arrangements regarding an Equity Contribution to an Obligor;

having rights or liabilities (and performing its obligations) under the Finance Documents to which it is expressed to be a party;

activities necessary to maintain the Tax status of the Group or activities of a similar nature thereto;

making claims (and the receipt of any related proceeds) for rebates or indemnification with respect to Taxes and receiving the benefit of Distributions where expressly permitted under the Finance Documents;

activities in connection with any litigation or court or other proceedings that are, in each case, being contested in good faith;

incurring liabilities arising by operation of law in the ordinary course of ordinary business;

making decisions on and determining the strategic direction of the Group;

the ownership of Intellectual Property and licensing of that Intellectual Property to a member of the Group;

any other activity consistent with a publicly traded company;

any other holding company activity to which all the Majority Lenders have given their prior written consent (in their absolute discretion);

incurring and paying Taxes;

obtaining advice and incurring professional fees and administration costs in the ordinary course of business as a Holding Company;

any activity in connection with the Palantir Subscription Agreement; (p) any activity in connection with the ▇▇▇▇▇ Equity Facility;

any activity contemplated by the Warrant Documents;

providing guarantees permitted pursuant to paragraph (l) of the definition of Permitted Financial Indebtedness;

issuing stock based incentives to employees of the Group; and (t) provision of administrative and treasury services to the Group.

has the meaning given to that term in Clause 17.23 (Sanctions).

in respect of the Borrower and Tritium Technologies Limited, the International Financial Reporting Standards;

in respect of Holdco and Tritium DCFC, the International Reporting Standards & Generally Accepted Accounting Principles (United States);

in respect of the US Obligors, the Generally Accepted Accounting Principles (United States); and

in respect of the Dutch Obligors, the Dutch Generally Accepted Accounting Principles.

Compliance Date

Relevant EBITDA

31 March 2024

30 June 2024

30 September 2024

Each Compliance Date thereafter

any member of the Group or their respective Affiliates; or

any person that is a shareholder of Tritium DCFC.

Documents” means any of the following documents:

any General Security Deed;

any Guarantee;

any Dutch Security Document;

any US Security Document;

any English Security Document;

any document entered into by any Obligor and which create a Security over any of its assets in favour of, or for the benefit of, the Security Trustee in respect of all or any part of the obligations of the Obligors (with or without securing the obligations of other Obligors) under the Finance Documents; and

any other document designated in writing between the Borrower and the Lenders as a Security Document for the purposes of the Finance Documents.

the proposed “Transfer Date” specified in the Transfer Certificate; and

the date of execution of the relevant Transfer Certificate by the relevant Lender.

the document entitled “Senior Pledge Agreement” dated on or about the date of this Agreement between Holdco and the Security Trustee; and

the document entitled “Senior Pledge Agreement” dated on or about the date of this Agreement between Tritium DCFC and the Security Trustee.

the document entitled “Senior Security Agreement” dated on or about the date of this Agreement between Tritium Technologies LLC and the Security Trustee;

the document entitled “Senior Security Agreement” dated on or about the date of this Agreement between Tritium America Corporation and the Security Trustee; and

the document entitled “Senior Security Agreement” dated on or about the date of this Agreement between SPAC and the Security Trustee.

each US Security Agreement; and

each US Pledge Agreement.

the Warrant Agreement;

the Warrant Registration Rights Agreement; and

the Warrant Side Letter Agreement.

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

in relation to any other applicable Bail-In Legislation:

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

any similar or analogous powers under that Bail-In Legislation.

Construction

Any reference in this Agreement to:

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Borrower and the Lenders or, if not so agreed, is in the form specified by the Lenders;

“assets” or “property” includes present and future properties, revenues and rights of every description;

a “Finance Document” or any other agreement or instrument is, unless expressly stated otherwise, a reference to that Finance Document or other agreement or instrument, and without prejudice to any prohibitions on amendments as amended, supplemented, amended and restated, novated or assigned;

“guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness or to assure any creditor against loss;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “person” or “entity” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing and any reference to a particular person or entity (as so defined) includes a reference to that person’s or entity’s executors, administrators, successors, substitutes (including by novation) and assigns;

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and if not having the force of law, with which responsible entities in the position of the relevant Party would normally comply;

the words “including”, “for example” or “such as” when introducing an example do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

a provision of law or a regulation is a reference to that provision as amended or re-enacted;

unless a contrary indication appears, a time of day is a reference to Sydney time;

a reference to United States dollars, USD or US$ is a reference to the lawful currency of the United States of America.

In respect of a Dutch Obligor, a reference to:

the “suspension of payments” or a “moratorium” includes surseance van betaling;

an “administrator” includes a bewindvoerder;

a “receiver” includes a curator; and

“a winding up”, “administration” or “dissolution” includes failliet verklaard and ontbonden.

An obligation to be performed by an “Obligor” or the “Obligors” binds each Obligor jointly and severally.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

An Event of Default, Default, or Review Event is “continuing” if it has not been remedied to the satisfaction of the Lenders (in their absolute discretion) or waived in writing or otherwise remedied in the manner provided in this Agreement.

Security Trust Deed

Despite any other provision of this Agreement or another Finance Document to the contrary, each Party agrees that this Agreement and the other Finance Documents are subject in all respects to the Security Trust Deed.

To the extent there is any inconsistency between a term of this Agreement or any other Finance Document (other than the Security Trust Deed) and the Security Trust Deed, the Security Trust Deed prevails.

Obligors’ agent

All communications and notices under the Finance Documents to and from the Obligors may be given to or by the Borrower and each Obligor irrevocably authorises each Finance Party to give those communications to the Borrower.

Each Obligor (other than the Borrower) irrevocably appoints the Borrower to act on its behalf as its agent in connection with the Finance Documents and irrevocably authorises the Borrower on its behalf to:

supply all information relating to itself as contemplated by any Finance Document to any Finance Party;

give and receive all communications and notices (including any Utilisation Request) and instructions under the Finance Documents; and

agree and sign all documents under or in connection with the Finance Documents (including any amendment, novation, supplement, extension or restatement of or to any Finance Document) without further reference to, or the consent of, that Obligor.

An Obligor shall be bound by any act of the Borrower under this Clause 1.4 (Obligors’ agent) irrespective of whether the Obligor knew about it or whether it occurred before the Obligor became an Obligor under any Finance Document.

To the extent that there is any conflict between any communication or notice by the Borrower on behalf of an Obligor and any other Obligor, those of the Borrower shall prevail.

Security Trustee’s Limitation of Liability & Capacity

FACILITIES

Facility A

Subject to the terms of this Agreement, the Lenders will subscribe for Loan Notes in an aggregate principal amount equal to their respective Total Facility A Commitments on the applicable Utilisation Date and by way of that subscription make available to the Borrower a USD term loan note facility in an aggregate principal amount equal to the Total Facility A Commitments.

If the Total Facility A Commitments are not utilised in full on the last day of the Availability Period, the whole of the Available Facility shall be automatically cancelled and the Total Facility A Commitments shall be reduced rateably at 00:01am (Brisbane time) on the day immediately after the last day of the Availability Period.

Finance Parties’ rights and obligations

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance party include any debt owing to that Finance Party under the Finance Documents and for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in the Facilities or its role under a Finance Document is a debt owing to that Finance Party by that Obligor.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Accordion Facility

The Borrower may, subject to the remaining requirements of this Clause 2.3, seek commitments for a single additional USD term loan note facility from the Relevant Lenders on the same terms as Facility A, provided that the aggregate commitments for such facility will not exceed USD$10,000,000 (any such facility, once committed, being the Accordion Facility).

Each Relevant Lender at such time must be given the right to accept an offer to provide the Accordion Facility (noting, for the avoidance of doubt, that no Relevant Lender is obliged to participate (nor procure that any of its nominees participate) in any Accordion Facility). The Relevant Lenders will have 15 Business Days to accept or decline to provide such Accordion Facility. If the Relevant Lenders at such time, together, accept commitments in relation to the

The Borrower may, by giving notice to the Original Facility A Lenders, request that the Relevant Lenders provide the Accordion Facility, provided that (unless all Lenders agree otherwise in writing):

the Original Accordion Facility Lenders shall be any one or more of the Relevant Lenders;

no more than one Accordion Facility may be made available;

the requested commitments in respect of the Accordion Facility shall not exceed an aggregate amount of USD10,000,000;

the borrower in respect of the Accordion Facility shall be the Borrower;

the Accordion Facility is on the same terms as Facility A including as to Termination Date (other than in respect of the Availability Period for that Accordion Facility and any conditions precedent to Utilisation of the Accordion Facility (provided that such conditions precedent shall not be more favourable to the Accordion Facility Lenders than the conditions precedent applicable to Facility A));

no Default or Review Event is subsisting or would result from the implementation and drawing in full of the Accordion Facility;

Facility A has been fully drawn; and

the Accordion Facility Effective Date must occur by no later than 30 days from (and including) Financial Close.

In order to establish the Accordion Facility and subject to the provisions of this Clause 2.3, the Borrower will deliver the following documents duly completed and executed by the Borrower:

the Accordion Facility Letter in respect of the Accordion Facility in sufficient counterparts to each Original Accordion Facility Lender and each other Lender;

a Loan Note Deed Poll in respect of the Accordion Facility in sufficient counterparts to each Original Accordion Facility Lender and each other Lender; and

to the extent that the Original Accordion Facility Lender is not already a Beneficiary of the Security Trust Deed, a Recognition Deed in sufficient counterparts to each Original Accordion Facility Lender and the Security Trustee with a copy thereof to each other Lender.

Subject to compliance with the terms of this Clause 2.3, on and from the later to occur of the date that the Accordion Facility Letter and a Recognition Deed (as applicable) are duly executed by each applicable Party (including the Security Trustee, as applicable) (the Accordion Facility Effective Date) and provided that no Default or Review Event is continuing or would result from the implementation and drawing in full of the Accordion Facility:

an Original Accordion Facility Lender is deemed to:

have become a Party to this Agreement as the “Accordion Facility Lender” and accordingly a “Lender” in respect of such Accordion Facility, and is entitled to the benefits of each other Finance Document in its capacity as an Accordion Facility Lender (other than, for the avoidance of doubt, any Fee Letter in respect of which it is not a party); and

make available the applicable Accordion Facility Commitment equal to the “Accordion Facility Commitment” set out opposite that Original Accordion Facility Lender’s name in the Accordion Facility Letter, and make available the Accordion Facility, subject to the terms and conditions set out in the Accordion Facility Letter and this Agreement;

the aggregate commitments under the Accordion Facility shall be deemed to be the Total Accordion Facility Commitments;

From and with effect from the Accordion Facility Effective Date and subject to the terms and conditions of this Agreement and the relevant Accordion Facility Letter:

the Accordion Facility Lenders will subscribe for Loan Notes in an aggregate principal amount equal to their respective Total Accordion Facility Commitments on the applicable Utilisation Date and by way of that subscription make available to the Borrower a USD term loan note facility in an aggregate principal amount equal to the Total Accordion Facility Commitments;

the Borrower irrevocably authorises the Accordion Facility Lender (or person nominated by them, as applicable) to date the Loan Note Deed Poll on the Utilisation Date in respect of the Accordion Facility and the Borrower will be taken to have delivered the Loan Note Deed Poll in respect of the Accordion Facility forthwith;

each Accordion Lender will be deemed to have instructed the Security Trustee to enter the Loan Notes to be issued under paragraph (iii) above in the Register. That entry will constitute issue of the Loan Notes;

each Original Accordion Facility Lender will execute and deliver a Counterpart Signature Page and ▇▇▇▇▇▇▇ to the Warrant Registration Rights Agreement and become a party to the Warrant Registration Rights Agreement; and

Tritium DCFC shall issue to each Original Accordion Facility Lender the Warrants to be issued to the Original Accordion Facility Lenders in accordance with the Warrant Registration Rights Agreement and the Warrant Agreement (the “Accordion Warrants”) and shall deliver to each Original Accordion Facility Lender a certified copy of the Warrant Register evidencing the Accordion Warrants issued to that Original Accordion Facility Lender.

If the Total Accordion Facility Commitments are not utilised in full on the last day of the Availability Period for the Accordion Facility, the whole of the Available Facility for the Accordion Facility shall be automatically cancelled and the Total Accordion Facility Commitments shall be reduced rateably at 00:01am (Brisbane time) on the day immediately after the last day of the Availability Period.

Each Obligor confirms and acknowledges that each Obligor’s obligations under the Finance Documents extend to and include any obligation to pay any amount under the Finance Documents, in each case resulting from the addition of the Accordion Facility which arises as a result of the procedure described in this Clause 2.3 (Accordion Facility).

PURPOSE

Purpose

The Borrower shall apply all subscription amounts received by it from the issue of Loan Notes towards:

in respect of Facility A, the refinancing of the Existing Facility (including any break costs, capitalised interest and prepayment fees associated therewith);

paying the Transaction Costs in relation to the Finance Documents and, in respect of Facility A, the refinancing of the Existing Facility;

funding general corporate requirements of the Group; or

any other purpose approved in writing by all of the Original Facility A Lenders in respect of Facility A, and all Lenders in respect of the Accordion Facility (in their absolute discretion).

Paragraph (a) above is a limited list of purposes for which the proceeds of the Loan Notes may be applied and the proceeds may be used for no other purpose whatsoever.

Monitoring

CONDITIONS OF UTILISATION

Initial Conditions precedent

Further conditions precedent

no Default is continuing or would result from the proposed Utilisation;

no Review Event would result from the proposed Utilisation; and

the representations and warranties set out in Clause 17 (Representations) to be made by each Obligor are in all material respects correct and not misleading.

UTILISATION - LOANS

Delivery of a Utilisation Request

Completion of a Utilisation Request

A Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

the proposed Utilisation Date is a Business Day within the Availability Period;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

the proposed Interest Period complies with Clause 9 (Interest Periods).

Only one Loan may be requested in a Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request must be USD.

The amount of the proposed Loan must be an amount equal to the Total Commitments in respect of that Facility.

Lenders’ participation

If the conditions set out in this Agreement have been met, each relevant Lender shall make its participation in each Loan in which it is participating available by the applicable Utilisation Date through its Facility Office by paying or applying (as applicable) those funds in accordance with the Utilisation Request. This will constitute the subscription for Loan Notes by each relevant Lender on the relevant Utilisation Date.

The amount of each relevant Lender’s participation in each such Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making that Loan.

Issue of Loan Notes

On the Utilisation Date for a Loan, the Borrower shall issue Loan Notes to each Lender with:

a maximum aggregate principal amount equal to the sum of the Lender’s Commitment; and

an aggregate principal amount outstanding equal to the Lender’s Loans outstanding from time to time.

The Borrower will before CP Close execute the Loan Note Deed Poll in respect of Facility A and forward it to the Lenders (or such other person as the Lenders may direct) in escrow. On the Utilisation Date, the Lenders (or person nominated by the Lenders (as applicable)) will date the Loan Note Deed Poll in respect of Facility A and the Borrower will be taken to have delivered the Loan Note Deed Poll in respect of Facility A.

On the Utilisation Date in respect of Facility A, each Lender will instruct the Security Trustee to enter the Loan Notes to be issued under paragraph (a) in the Register. That entry will constitute issue of the Loan Notes in respect of Facility A.

REPAYMENT

The Borrower shall repay each outstanding Loan Note together with all accrued and unpaid interest amounts and the Exit Fee on the Termination Date.

The Borrower may not reborrow any part of a Facility which is repaid.

ILLEGALITY, MANDATORY REPAYMENT AND VOLUNTARY PREPAYMENT

Illegality

that ▇▇▇▇▇▇ shall promptly notify the Borrower upon becoming aware of that event;

upon that ▇▇▇▇▇▇ notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

the Borrower shall repay that ▇▇▇▇▇▇’s participation in each Utilisation made to the Borrower on:

the later of the last day of the current Interest Period for the Utilisation and the 30^th day after that ▇▇▇▇▇▇ has notified the Borrower; or

if earlier, the date specified by that ▇▇▇▇▇▇ in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

Mandatory prepayment

(Change of Control or trade sale) Upon the occurrence of:

a Change of Control; or

a disposal of all or substantially all of the assets of a member of the Group (whether in a single transaction or a series of related transactions),

(Insurance Proceeds) The Borrower must procure that all Insurance Proceeds (other than Excluded Insurance Proceeds) received by an Obligor must be applied (in accordance with the provisions of Clause 7.5 (Application of repayments and prepayments) to permanently prepay the Utilisations within 45 Business Days of the occurrence of such event.

Voluntary prepayment of Loans

Break Costs

The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Borrower, provide a certificate to the Borrower confirming the amount of its Break Costs for any Interest Period in which they accrue.

Application of repayments and prepayments

Restrictions

Any notice of cancellation, repayment or prepayment given by any Party under this Clause 7 (Illegality, Mandatory Repayment, Voluntary Prepayment and Cancellation) shall (subject to the terms of those Clauses) be irrevocable and, shall specify the date or dates upon which the relevant cancellation, repayment or prepayment is to be made and the amount of that cancellation, repayment or prepayment.

Subject to Clause 7.7 (Prepayment Fee) and Clause 10.4 (Exit Fee), any repayment or prepayment under this Clause 7 (Illegality, Mandatory Repayment, Voluntary Prepayment and Cancellation) shall be made together with accrued interest on the amount repaid or prepaid and, subject to any Break Costs, without premium or penalty.

Any part of a Facility which is prepaid may not be reborrowed.

The Borrowers shall not repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

Prepayment fee

If all or any part of a Loan is prepaid at any time prior to the Termination Date pursuant to Clause 7.3 (Voluntary prepayment of Loans), Clause 7.2(a) (Mandatory prepayment) or Clause 19.4 (Equity Cure) (the “Relevant Prepaid Loan Amount”), then that prepayment may only be made if, in addition, to all other sums required to be paid under this Agreement in connection with that prepayment (including, without limitation, the Exit Fee), the Borrower pays to each of the Lenders in respect of the Facility to which that Relevant Prepaid Loan Amount relates (the “Relevant Lenders”) on or before the date of such prepayment a Prepayment Fee (as defined below).

The Prepayment Fee:

shall be calculated by the Relevant Lenders or on behalf of the Relevant Lenders by such person as the Relevant Lenders shall designate acting reasonably and in good faith; and

“Prepayment Fee” means:

during the Non-Call Period, the Make-whole Amount;

during the period from (and including) the first day after the expiry of the Non-Call Period to (and including) the date falling 12 months after Financial Close (“First Period”), an amount equal to:

2.50% of the principal amount of that Relevant Prepaid Loan Amount; plus

accrued interest, fees and Break Costs in respect of the Relevant Prepaid Loan Amount;

from (and including) the first day after the expiry of the First Period to (and including) the date falling 18 months after Financial Close (“Second Period”), an amount equal to:

1.25% of the principal amount of the Relevant Prepaid Loan Amount; plus

accrued interest, fees and Break Costs in respect of the Relevant Prepaid Loan Amount; and

from (and including) the day after the expiry of the Second Period to (and including) the date falling 24 months after Financial Close (“Third Period”), an amount equal to:

0.625% of the principal amount of the Relevant Prepaid Loan Amount; plus

accrued interest, fees and Break Costs in respect of in respect of the Relevant Prepaid Loan Amount; and

any day from (and including) the day after the expiry of the Third Period, no Prepayment Fee shall be payable under this Clause 7.7(b).

INTEREST

Calculation of interest

Payment of interest

The Borrower shall make payment of any interest payable under Clause 8.1 above in respect of an Interest Period on the Interest Payment Date for that Interest Period in cash.

Subject to Clause 8.3 (Default Interest) below, the Borrower shall pay accrued and unpaid interest on each Loan on the Termination Date or, if earlier, the date on which that Loan Note is repaid or redeemed.

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is the sum of two (2) per cent per annum and the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Lenders (acting reasonably). Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Obligor on demand by the Lenders.

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the overdue amount during that first Interest Period shall be the sum of two (2) percent per annum and the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

INTEREST PERIODS

Interest Periods

Subject to this Clause 9 (Interest Periods), each Interest Period in respect of a Loan is three (3) months.

An Interest Period for a Loan shall not extend beyond the Termination Date.

Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

The first Interest Period for a Loan under an Accordion Facility shall start on the Utilisation Date in respect thereof and end on the last day of the current Interest Period for the Loan under Facility A.

Non-Business Days

FEES

Commitment fee

In consideration for, among other things, each Facility A Lender’s entry into and performance of their obligations under this Agreement, the Borrower shall on Financial Close pay to each Facility A Lender a non-refundable commitment fee in an amount equal to 1.00% of the Commitment of that Facility A Lender.

In consideration for, among other things, each Accordion Lender’s entry into and performance of their obligations under this Agreement and an Accordion Facility Letter, the Borrower shall on the relevant Utilisation Date under the Accordion Facility pay to each relevant Accordion Facility Lender a non-refundable commitment fee in an amount equal to 1.00% of the Accordion Facility Commitments of that Accordion Lender.

Original Issue Discount

In consideration for, among other things, the performance by the Facility A Lenders of their obligations as contemplated under the Finance Documents, the Borrower shall on Financial Close pay to each Facility A Lender a non-refundable fee (the “OID”) in an amount equal to 2.50% of that Facility A Lender’s Commitment as at Financial Close.

In consideration for, among other things, the performance by an Accordion Lender of their obligations as contemplated under the Finance Documents (including the Accordion Facility Letter), the Borrower shall relevant Utilisation Date under the Accordion Facility pay to each relevant Accordion Facility Lender a non-refundable fee in an amount equal to 2.50% of that Accordion Facility Lender’s Accordion Facility Commitment as at the relevant Accordion Facility Effective Date.

Security Trustee’s fee

Exit Fee

TAX GROSS UP AND INDEMNITIES

Definitions

Tax gross-up

Each Obligor shall make all payments to be made by it under the Finance Documents without any Tax Deduction unless such Tax Deduction is required by law.

The Borrower or a Finance Party shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the relevant Finance Parties or the Borrower (respectively).

If a Tax Deduction is required by law to be made by an Obligor except in relation to a Tax described in Clause 11.3(b)(i) (Tax indemnity), the Obligor shall pay an additional amount together with the payment so that, after making any Tax Deduction, the Finance Party receives an amount equal to the payment which would have been due if no Tax Deduction had been required.

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Finance Party entitled to the payment evidence satisfactory to that Finance Party, acting reasonably, that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Tax indemnity

The Borrower shall (within three (3) Business Days of demand by the Protected Party or the date specified in the demand (whichever is later)) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document or a transaction or payment under it.

Paragraph (a) shall not apply:

with respect to any Tax assessed on a Finance Party if that Tax is imposed on or calculated by reference to the overall net income of that Finance Party:

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction;

to the extent the relevant loss, liability or cost relates to a FATCA Deduction required to be made by a Party;

to the extent the relevant loss, liability or cost is compensated for by an increased payment under Clause 11.2 (Tax gross-up).

A Protected Party making or intending to make a claim pursuant to paragraph (a) above shall promptly notify the Borrower of the event which will give, or has given, rise to the claim.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 11.3 (Tax indemnity), notify the Borrower.

Tax Credit

a Tax Credit is attributable to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

that Finance Party has obtained, utilised and retained that Tax Credit,

Stamp duties and Taxes

pay; and

within three (3) Business Days of demand or the date specified in the demand (whichever is later), indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to,

Indirect Tax

All payments to be made by an Obligor under or in connection with any Finance Document have been calculated without regard to Indirect Tax. If all or part of any such payment is the consideration for a taxable supply or chargeable with Indirect Tax then, when the Obligor makes the payment:

it must pay to the Finance Party an additional amount equal to that payment (or part) multiplied by the appropriate rate of Indirect Tax; and

the Finance Party will promptly provide to the Obligor a tax invoice complying with the relevant law relating to that Indirect Tax.

Where a Finance Document requires an Obligor to reimburse or indemnify a Finance Party for any costs or expenses, that Obligor shall also at the same time pay and indemnify that Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses save to the extent that that Finance Party is entitled to repayment or credit in respect of the Indirect Tax. The Finance Party will promptly provide to the Obligor a tax invoice complying with the relevant law relating to that Indirect Tax.

FATCA Deduction

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the other Finance Parties.

INCREASED COSTS

Increased costs

Subject to Clause 12.3 (Exceptions), the Borrower shall, within three (3) Business Days of a demand or the date specified in the demand (whichever is later) by a Finance Party, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of a Change in Law.

In this Agreement, “Change in Law” means the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or compliance with any law or regulation, in each case made after the date of this Agreement. This includes, without limitation, any law or regulation with regard to capital adequacy, prudential limits, liquidity, reserve assets or Tax.

In this Agreement, “Increased Costs” means:

a reduction in the rate of return from a Facility or on a Finance Party’s (or its Affiliate’s) overall capital (including, without limitation, as a result of any reduction in the rate of return on capital as more capital is required to be allocated);

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

Increased cost claims

A Finance Party intending to make a claim pursuant to Clause 12.1 (Increased costs) shall notify the Borrower of the event giving rise to the claim.

Each Finance Party shall, as soon as practicable after a demand by the Borrower, provide a certificate confirming the amount of its Increased Costs.

Exceptions

attributable to a Tax Deduction required by law to be made by an Obligor;

attributable to a FATCA Deduction required to be made by a Party;

compensated for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause 11.3 (Tax indemnity) but was not so compensated solely because one of the exclusions in Clause 11.3(b) (Tax indemnity) applied); or

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

OTHER INDEMNITIES

Currency indemnity

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

making or filing a claim or proof against that Obligor; or

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

Other indemnities

the occurrence of any Event of Default;

any information produced or approved by the Borrower under or in connection with the Finance Documents or the transactions they contemplate being or being alleged to be misleading or deceptive in any respect;

any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 26 (Sharing Among the Finance Parties);

funding, or making arrangements to fund, its participation in a Utilisation requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower; or

an amount being paid or payable by that Finance Party to the Security Trustee in accordance with the Security Trust Deed or any other Finance Document.

MITIGATION BY THE FINANCE PARTIES

Mitigation

Each Finance Party shall in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable to it under, or its Commitment cancelled pursuant to, any of the following Clauses: Clause 7.1 (Illegality), Clause 11 (Tax Gross Up and Indemnities) (other than Clause 11.6 (Indirect Tax)) or Clause 12 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents including under Clause 11 (Tax Gross Up and Indemnities).

Indemnity and limitation of liability

The Borrower shall (or shall procure that an Obligor will) promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 14.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 14.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

COSTS AND EXPENSES

Transaction expenses

Amendment costs

Enforcement costs

the enforcement of, or the preservation of any rights under, any Finance Document;

anything referred to in Clause 13.2(c) (Other indemnities); or

any proceedings instituted by or against the Security Trustee as a consequence of taking or holding the Transaction Security.

FATCA INFORMATION

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply.to.that.other.Party.such.forms,.documentation.and.other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(ii) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

REPRESENTATIONS

Status

It is a body corporate, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.

It and each of its Subsidiaries has full legal capacity and the power to own its assets and carry on its business as it is being conducted.

Binding obligations

Non-conflict with other obligations

its or any of its Subsidiaries’ constitutional documents; or

any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets in any material respect.

Power and authority

Authorisations

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

to ensure the Finance Documents to which it is a party are valid, enforceable and admissible in evidence in its jurisdiction of incorporation; and

for it and its Subsidiaries to carry on their business, where failure to obtain or maintain that Authorisation might have a Material Adverse Effect,

Governing law and enforcement

The choice of law referred to in any Finance Document as the governing law of that Finance Documents will be recognised and enforced in its jurisdiction of incorporation, subject to the general principles of law in that jurisdiction.

Any judgment obtained against it in the court specified in the relevant Finance Document in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation, subject to the general principles of law in that jurisdiction.

No filing or stamp taxes

the validity, enforceability or admissibility in evidence of the Finance Documents in any relevant jurisdiction; or

that each Finance Document which is a Security has the priority it is intended to have.

No default

No Event of Default or Review Event is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or its Subsidiaries’) assets are subject which might have a Material Adverse Effect.

Security

Subject to any perfection requirements, equitable principles and laws affecting creditors’ rights generally, each Security it has granted to a Beneficiary or to the Security Trustee creates the security which it is expressed to create and over the property it is expressed to apply to and, other than in respect of Permitted Security, has first ranking priority.

It is the sole legal and beneficial owner of the Secured Property purported to be charged or mortgaged by it under the Security Documents, free from any Security other than Permitted Security.

No misleading information

Any factual information provided by or on behalf of an Obligor or any other member of the Group (excluding financial projections) in connection with the Finance Documents and the transactions they contemplate was true and accurate in all material respects and was not misleading as at the date it was provided or as at the date (if any) at which it is stated.

Any financial projections provided by an Obligor have been prepared in good faith and with due care and skill on the basis of recent historical information and on the basis of reasonable assumptions.

Nothing has occurred or been omitted from the information provided in writing in connection with the Finance Documents and no information has been given or withheld that results in the information provided by or on behalf of an Obligor being untrue or misleading in any material respect.

It has disclosed to the Finance Parties all facts relating to it and its Subsidiaries, the Secured Property, and the Finance Documents and the transactions contemplated by them, which a reasonable person in its position would consider material to a Finance Party’s decision to enter into the Finance Documents.

Financial Statements

Its Financial Statements and Monthly Management Accounts were prepared in accordance with the Relevant Accounting Standard consistently applied unless expressly disclosed to the contrary in those Financial Statements or Monthly Management Accounts.

Its Financial Statements and Monthly Management Accounts give a true and fair view (in the case of Financial Statements) or fairly represent (in the case of Monthly Management Accounts) its financial condition and operations (consolidated in the case of the Borrower) during the relevant Financial Year, Financial Half Year, Financial Quarter or Month (as applicable) unless expressly disclosed to the contrary in those Financial Statements or Monthly Management Accounts (respectively).

There has been no adverse change in its business or financial condition (or, in the case of an Obligor that is a Trustee, the business or financial condition of the relevant Trust) since the date to which its most recent Financial Statements or Monthly Management Accounts (as applicable) given to the Finance Parties were prepared.

Pari passu ranking

No proceedings pending or threatened

Not Trustee

Authorised Signatories

Insurance

Benefit

No immunity

No benefit to related party

Completeness of information

Tax Consolidation

Anti-bribery and corruption

Sanctions

the subject of any sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or Australian Department of Foreign Affairs and Trade (collectively, “Sanctions”); or

located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, the Crimea region, Cuba, Iran, North Korea, Sudan and Syria.

Foreign Assets Control Regulations, etc.

No Group member nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a Sanctions List, or (iii) is a target of sanctions that have been imposed by the United Nations, the European Union, the UK or Australia.

No Group member nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable Economic Sanctions Laws, AML/CTF Laws or (ii) to an Obligor’s knowledge, is under investigation by any Governmental Agency for possible violation of any Economic Sanctions Laws, AML / CTF Laws.

No part of the proceeds from a Loan hereunder:

constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Borrower, any Group member or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Finance Party to be in violation of any Economic Sanctions Laws or (C) otherwise in violation of any Economic Sanctions Laws;

will be used, directly or indirectly, in violation of, or cause any Finance Party to be in violation of, any applicable AML/CTF Laws; or

will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any governmental official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Finance Party to be in violation of, any applicable AML/CTF Laws.

Status under Certain Statutes

Shares

The shares, membership or other interests, or other securities in or issued by any member of the Group which are subject to the Security granted in favour of the Security Trustee are fully paid and not subject to any option to purchase or similar rights, other than, in each case, as contemplated in the Warrant Agreement with respect to the shares of Tritium DCFC.

The constitutional or other documents of entities whose shares, membership, units or other interests, or other securities are subject to the Security granted in favour of the Security Trustee do not and could not restrict or inhibit any transfer or creation or enforcement of the Security granted in favour of the Security Trustee.

Group Structure Chart

Insolvency Event

No breach of laws

Ownership of Assets

Intellectual Property

Holding Company

Tritium DCFC

does not have any direct Subsidiaries except for Holdco and SPAC; and

has not engaged in any trading, business or other activities (either alone or in partnership or joint venture) or incurred any liabilities, other than performing the Permitted Tritium DCFC Activities.

Reliance

Repetition

the date of this Agreement;

the date of Financial Close;

(if applicable) the Accordion Facility Effective Date;

the date of the Utilisation Request and each Compliance Certificate and the first day of each Interest Period;

the date of exercise of rights under the Warrants; and

in the case of an Additional Guarantor, the day on which the company becomes (or it is proposed that the company become) an Additional Guarantor.

INFORMATION UNDERTAKINGS

Financial Statements, etc

as soon as the same become available, but in any event within 120 days after the end of Tritium DCFC’s Financial Years the Financial Statements of the Group on a consolidated basis for that Financial Year audited by an auditor approved in writing by the Lenders (in their absolute discretion) without any “going concern” qualification or similar qualification or exception (and for this purpose an “emphasis of matter” statement will not constitute a qualification or exception) and without any qualification or exception as to the scope of the audit on which such opinion is based;

as soon as the same become available, but in any event within 90 days after the end of each of Tritium DCFC’s Financial Half-Years, the audited consolidated Financial Statements of the Group for that Financial Half-Year;

as soon as the same become available, but in any event within 30 days after the end of each calendar month, Monthly Management Accounts for that calendar month;

a budget (which must take into account actual revenue and expenses, the forecast revenue and expenses of the Group, and any Equity Contributions received by the Obligors or to be made to the Obligors (or any of them)) in form and substance satisfactory to the Lenders (such update, an “Updated Budget”) within 60 days of end of SPAC’s Financial Years (commencing from the Financial Year ended 31 December 2022); and

if the Lenders notify the Borrower that they reasonably believe that a Default or Review Event has occurred, an updated Valuation on request by the Lenders.

Compliance Certificate

The Borrower shall supply to the Lenders as a condition precedent to CP Close as contemplated in Clause 4.1 (Initial Conditions Precedent) and with each set of its Financial Statements, and with each set of Monthly Management Accounts for a calendar month ending on a Financial Quarter, delivered pursuant to 18.1(a), 18.1(b) and 18.1(c) (Financial Statements, etc), a Compliance Certificate:

if the period to which the Compliance Certificate relates includes a Compliance Date or TTAR Compliance Date, setting out (in reasonable detail) computations as to compliance with Clause 19 (Financial Covenants), in each case as at (as applicable):

in respect of the Financial Statements contemplated in clauses 18.1(a) and 18.1(b) (respectively), the date as at which those Financial Statements were drawn up; and

in respect of the Monthly Management Accounts contemplated in clause 18.1(c) for a calendar month ending on a Financial Quarter, the date as at which those Monthly Management Accounts were drawn up; and

confirming the Liquidity Reserve Amount;

confirming that no Default or Review Event is continuing;

confirming compliance with Clause 20.13 (Guarantors) together with:

the aggregate Total Tangible Assets held by the Guarantors expressed as a percentage of the Total Tangible Assets of the Group; and

the aggregate EBITDA generated by the Guarantors over the previous 12 month period expressed as a percentage of the EBITDA generated by the Group over that period,

Each Compliance Certificate shall be signed by two (2) directors of the Borrower and, if required to be delivered with the Financial Statements delivered pursuant to Clause 18.1(a) or Clause 18.1(b) (Financial Statements, etc), by the Borrower’s auditors.

Requirements as to Financial Statements

Each set of Financial Statements or Monthly Management Accounts delivered by the Borrower pursuant to Clause 18.1(a), 18.1(b) or 18.1(c) (Financial Statements, etc) shall be certified by a director of the relevant company as giving a true and fair view (in the case of annual Financial Statements for a Financial Year or semi-annual Financial Statements for a Financial Half-Year) or certified by the Chief Financial Officer of the relevant company as fairly representing (in the case of Monthly Managements Accounts for a month) its financial condition as at the date as at which those Financial Statements or Monthly Management Accounts (as applicable) were drawn up.

The Borrower shall procure that each set of Financial Statements delivered pursuant to Clause 18.1(a), 18.1(b) or 18.1(c) (Financial Statements, etc) is prepared using the Relevant Accounting Standards applicable to Tritium DCFC.

The Borrower shall procure that each set of Financial Statements delivered gives a true and fair view of the financial position and performance of the consolidated entity or, in respect of each set of Monthly Management Accounts, fairly represents the financial condition of the consolidated entity, in the case of financial position, as at the date stated in the Financial Statements or Monthly Management Accounts (as applicable), and, in the case of financial performance, for the Financial Year, Financial Half-Year or month to which those Financial Statements and Monthly Management Accounts (as applicable) relate.

Information: miscellaneous

promptly, details of an event occurs which gives rise, or may give rise, to an insurance claim of US$100,000 (or its equivalent in another currency or currencies) or more or upon an insurance claim of US$100,000 (or its equivalent in another currency or currencies) or more being refused either in whole or in part;

all documents dispatched by an Obligor to its shareholders (or any class of them), any filings made by Tritium DCFC to any stock exchange (including any notice relating to a trading halt or suspension of shares in Tritium DCFC) or its creditors generally (or any class of them) at the same time as they are dispatched;

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, which, if adversely determined, is reasonably likely to give rise to a liability for one or more Obligors in excess of US$100,000 (or its equivalent in another currency or currencies) in aggregate or which, if adversely determined, is reasonably likely to have a Material Adverse Effect;

promptly, such further data and information relating to the business, operations, affairs, financial condition, assets or properties of any Obligor or any of its Subsidiaries or relating to the ability of any Obligor to perform its obligations hereunder and under the Finance Documents as from time to time may be requested by any ▇▇▇▇▇▇ (in its absolute discretion), except to the extent that disclosure of that information would breach any law, regulation, stock exchange requirement;

promptly, all access (to a Finance Party and its advisors) to any Obligor’s premises, assets, books, accounts and records for inspections or investigative accounting purposes as any Finance Party may reasonably request, except to the extent that disclosure of that information would breach any law, regulation, stock exchange requirement;

within a reasonable period of time (and, in any event, no later than 20 Business Days) after the acquisition or creation of any new Subsidiary of a Group member after the date of this Agreement (and without prejudice to any other obligations hereunder, including pursuant to Clause 20.7 (Acquisitions)), the name of each such entity that becomes a Subsidiary of such Group member after the date of this Agreement;

promptly, notice of any change in Authorised Officers of any Obligor signed by a director or secretary of the Obligor accompanied by specimen signatures of any new signatories and provide such information as to permit each Lender to satisfy its ‘know your customer’ obligations in respect of any new Authorised Officer;

promptly after the then current Group Structure Chart becomes incorrect or misleading (including as a result of the acquisition or incorporation by it of a new Subsidiary where permitted under this Agreement), an updated Group Structure Chart; and

within ten (10) days following the date on which the Group’s auditors resign or the Group elects to change auditors, as the case may be, notification thereof, together with such further information as the Lenders may request.

Notification of default or Review Event

Each Obligor shall notify the Lenders of any Default or Review Event (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

Promptly upon a request by a Lender, the Borrower shall supply to the Lenders a certificate signed by any director, the Chief Financial Officer of the Borrower or the Chief Executive Officer of the Borrower on its behalf certifying that no Default or Review Event is continuing (or if a Default or Review Event is continuing, specifying the Default or Review Event (as applicable) and the steps, if any, being taken to remedy it).

“Know your Customer” checks

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

any change in the status of an Obligor after the date of this Agreement;

any change in the authorised signatories of an Obligor after the date of this Agreement; or

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

The Borrower shall by not less than ten (10) Business Days’ prior written notice to the Lenders, notify the Lenders of its intention to request that one of the Group members becomes an Additional Guarantor pursuant to Clause 24 (Changes to the Obligors).

Following the giving of any notice pursuant to paragraph (b) above, if the accession of such Additional Guarantor obliges any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by any Lender (for itself or on behalf of any prospective new Lender) in order for such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

The Borrower shall promptly supply, or procure the supply of, such documentation and other evidence reasonably requested by any Finance Party from time to time in relation to an Obligor or an Additional Guarantor to enable the Finance Party to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to the Finance Party.

FINANCIAL COVENANTS

Financial undertakings

Total Leverage Ratio: on each Compliance Date, the Total Leverage Ratio must not be greater than the corresponding level specified below in respect of that Compliance Date.

Compliance Date

31 March 2024

30 June 2024

30 September 2024

31 December 2024

31 March 2025 and each Compliance Date thereafter

Total Interest Cover Ratio: on each Compliance Date, the Total Interest Cover Ratio must not be less than the corresponding level specified below in respect of that Compliance Date