Performance Fees Agreement

Exhibit 10.3

Performance Fees Agreement

Between

▇▇▇▇▇▇▇▇▇ Charging B.V., a company incorporated under Dutch law whose registered office is located at ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, registered under number 71768068, duly represented, hereinafter referred to as ‘‘▇▇▇▇▇▇▇▇▇”,

On the one hand,

And

E8 Partenaires, a French société par actions simplifiée with a share capital of 8,000 euros, whose registered office is located at ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, registered with the Paris Trade and Companies Register under number 440 366 334 and represented by ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, duly authorised, hereinafter referred to as “E8”,

On the other hand,

Hereinafter also referred to individually as a “Party” and collectively as the “Parties”.

Whereas:

1.E8 provides advice to the Allego Group, controlled by Meridiam EI SAS, a French société par actions simplifiée, whose registered office is located at ▇ ▇▇▇▇▇ ▇▇ ▇’▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, registered with the Paris Trade and Companies Register under number 839 874 583, hereinafter “Meridiam”), as part of a consulting service agreement signed on 31 October 2019 between E8 and Meridiam, (the “Consulting service agreement”), it being specified that Meridiam substituted ▇▇▇▇▇▇▇▇▇ in its rights and obligations under the Consulting service agreement, pursuant to a novation deed dated 28 February 2020.

2. The Parties have agreed that E8 will receive specific fees for its performance in connection with the commercial development of the Allego Group.

3. Accordingly, the Parties wished to enter into this agreement in order to set out the terms of those performance fees (the “Agreement”).

The Parties have therefore agreed as follows.

Preliminary Article—Definitions

Capitalized terms and expressions shall, for the purposes of the Agreement, have the meaning set out in this Article.

Affiliates: means, for any entity (i) an entity that directly or indirectly Controls, or is Controlled by such entity, (ii) if such entity is a management or consulting company, any mutual fund or other investment structure of which such entity, or any Affiliate of such entity, is the management or consulting company or the general partner, (iii) if such entity is a mutual fund or other investment structure, any person who is the management company, the general manager and majority shareholder or the general partner of such entity, or an Affiliate of the management company, the general manager and majority shareholder or the general partner of such entity; it being specified that (i) neither the portfolio companies managed by Meridiam, nor (ii) the entities of the Allego Group are included in the definition of Meridiam Affiliates for the purposes of this Agreement.

Allego: means Allego Holding B.V. a company incorporated under Dutch law whose registered office is located at Westervoortsedijk 73 KB, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, registered under number 73283752, as well as any entity into which Allego would be merged.

Control: means, for a given entity, the holding (directly or indirectly) of more than 50% of the share capital and voting rights of that entity, the terms “Control”, “Controlling” and “Controlled” shall be construed accordingly.

Allego Group: means Allego and any entity Controlled by Allego (currently or in the future) or in which Allego holds a direct or indirect interest.

Opera: means Opera Charging B.V., a company incorporated under Dutch law whose registered office is located at ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ H, 15th, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, registered under number 71766308.

First Listing: means the first (i) direct or indirect acquisition (including by way of transfer, merger, contribution, exchange or any combination thereof) of all (or substantially all) of the Securities of any Allego Group entity, ▇▇▇▇▇▇▇▇▇ or Opera, by a Third Party whose Securities are listed on a regulated or organised market or (ii) listing on a regulated or organised market of the Securities of any Allego Group entity, ▇▇▇▇▇▇▇▇▇ or Opera, as applicable.

Third Party: means any entity, other than (i) Meridiam, (ii) Meridiam Affiliates and (iii) any Allego Group entity.

Securities: for an entity, the shares of that entity or any other security giving immediate or deferred access to the capital of that entity.

Article 1—E8 Fees

The Parties hereby agree that E8 shall receive performance fees in consideration for the development of the Allego Group (hereinafter the “Fees”) under the following conditions.

Article 2—Calculation of Fees

2.1 Principle

The purpose of the Fees is to remunerate E8 (or its subcontractors or advisers) for its performance in connection with the conclusion of contracts by the Allego Group, as well as its contribution to the performance and management of the contracts for the Allego Group. If a contract is composed of several subcontracts, it is understood that the Fees will apply to each individual subcontract.

These Fees are based on the turnover (excluding tax) achieved by the Allego Group under the contracts entered into since E8 (or its subcontractors or advisers) started its mission and for which the gross margin is strictly greater than 25% of the turnover (excluding taxes) for the relevant entity of the Allego Group. Within the meaning hereof, gross margin means turnover (excluding taxes) less external costs (COGS, cost of goods sold) and any discounts or rebates granted under the relevant contract.

The Fees for a given contract (hereinafter the “Contract”) will be paid to E8 by ▇▇▇▇▇▇▇▇▇ in accordance with the following terms and conditions, where the variables below have the following meanings.

M is the total amount of Fees in respect of such Contract. M is equal to:

2

The Fees under each Contract shall be paid as follows:

As from the first commissioning date under a Contract (the “First Fully Performed Contract”), and in order to take into account the portfolio effect of the Contracts performed, the calculation shall be as follows:

Digital application illustrating the preceding terms and conditions

If the turnover generated from the contracts entered into has an aggregate value of €600 million (excluding tax) and are financed by Third Parties with a minimum gross margin recorded for Allego of €150 million (excluding tax), then the total amount of the Fees shall be €16.2 million (excluding tax).

Every year, on the anniversary date of this Agreement, ▇▇▇▇▇▇▇▇▇ and E8 shall draw up a list of contracts entered into by the Allego Group, or in the process of being validated, falling within the scope of the Fees. An initial list specifying the contracts entered into since 1 January 2020, and giving rise to Fees since that date, shall be drawn up between the Parties within fifteen days of the signing of this Agreement.

2.2 Fees following a First Listing

As an exception to the foregoing, the Parties agree that as from the First Listing, (i) the Fees shall relate exclusively to a list of contracts concluded or to be concluded within twenty-four (24) months with the clients mentioned in the Appendix (until their respective terms) and (ii) subject to compliance with the criteria referred to in Article 2.1 above, the amount M will be determined on the basis of the turnover generated by each of said contracts, it being specified, however, that in the event the turnover generated by each of said contracts is greater than the amounts indicated in the Appendix (the “Maximum

3

Turnover”), only the Maximum Turnover will be taken into account for the calculation of the amount M. As a result, as from the First Listing, the provisions of this article will cease to apply to any contract other than those listed in the Appendix.

Article 3—Catch-Up Right

The Parties agree that E8 shall be entitled to all Fees referred to in Article 2.1, corresponding to contracts entered into prior to the date on which this Agreement terminates and generating turnover after this Agreement up to the end of those contracts. In addition, fifteen (15) days prior to the end of this Agreement, the Parties shall determine the list of contracts entered into, under development or in the process of being concluded to which the Fee mechanism referred to in Article 2.1 shall apply.

As from the First Listing, the Parties agree that the provisions of this article 3 shall cease to apply, without prejudice to article 2.2.

Article 4—Entry into force

The Parties agree that this Agreement is entered into on this date, with retroactive effect on 31 October 2019.

Article 5—Term

This Agreement shall terminate on the earlier of (i) the termination date of the Consulting service agreement (for whatever reason) or (ii) 31 December 2023.

At the end of the initial period, the Contract may be renewed by ▇▇▇▇▇▇▇▇▇ for successive periods of one year, provided that (i) such renewal is notified in writing at least two months before the end of the initial period, or any renewal period, as the case may be, and (ii) E8 agrees to it.

This article 5 is provided for without prejudice to articles 2.2 and 3, such that the rights granted to E8 shall be fully effective, without it being possible to enforce the effects of termination of the contract. Similarly, any act which, after the termination of the Agreement, would be contrary to the exercise of said rights, shall be unenforceable against E8.

Article 6—Acting in Good faith

6.1 If any of the provisions of the Agreement becomes void, unenforceable, invalid, illegal or inapplicable, it shall not call into question the validity, enforceability, legality or applicability of the other provisions of the Agreement. In this case, the Parties shall negotiate in good faith in order to substitute the void; unenforceable, invalid, illegal or inapplicable provision with a lawful provision corresponding to the spirit and purpose of the Agreement.

Likewise, the Parties agree that in the event that, for technical reasons, in particular, the mechanisms provided for in this Agreement cannot be put in place or could not be fully implemented, they shall negotiate in good faith any adaptations that may be made to it in accordance with the spirit of the Agreement.

Each Party undertakes to sign any deed or document necessary for the purpose of implementing the transactions provided for in the Agreement and to provide each other with all necessary information for this purpose.

4

6.2 The Parties agree that in the event of disagreement regarding the application of the formulae referred to in Article 2 above, they shall appoint an independent expert by mutual agreement, whose mission shall be strictly limited to determining the outcome of the application of the formula (the “Expert”). In the absence of agreement on the appointment of said Expert within 15 days following the date on which one of the Parties has indicated to the other its wish to appoint an Expert, the Expert shall be appointed by the President of the Commercial Court of Paris, to which the matter is referred by the first party to take action.

The decision of the Expert shall not be open to appeal, except in the event of manifest or gross error on his part or violation of the law and regulations in force.

The costs of the expert shall, unless otherwise agreed by the Parties, be borne equally by the Parties.

The Expert shall notify his findings in writing to the Parties as soon as possible and where possible, within thirty days of his appointment.

Article 7—Notifications

Any notice or communications under this Agreement shall only be effective if they are given in writing and sent by registered letter with acknowledgement of receipt (or any equivalent concerning international mail), or by fax (the fax shall be confirmed on the same day by registered letter with acknowledgement of receipt) to the address and for the attention of the Party concerned.

Such notice shall be deemed to be received, in the case of faxes, on the business day following the day of sending, in the case of registered letters with acknowledgement of receipt, on the third business day following the day of sending and in the case of notice delivered by hand, on the day of delivery.

In the event of a change of address or recipient, the Party concerned shall notify the other Parties in the aforementioned forms.

Article 8—Applicable law and disputes

The Agreement is governed by, and shall be construed in accordance with the laws of France.

In the event of a dispute regarding the interpretation or performance of the Agreement, the Parties shall endeavour to resolve their dispute privately, within a maximum period of one month.

At the end of this period, this dispute shall be exclusively submitted to the Courts within the jurisdiction of the Paris Court of Appeal.

5

Signed in Paris, on 16 December 2020

In two original copies, each Party acknowledging that it has received its own copy.

▇▇▇▇▇▇▇▇▇

6

BETWEEN:

(hereinafter referred to as “▇▇▇▇▇▇▇▇▇”)

AND

(hereinafter referred to as “E8”)

Hereinafter also referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS:

IT IS AGREED AS FOLLOWS:

Capitalized terms and expressions not otherwise defined herein shall have the meaning ascribed to them in the Contract.

“Preliminary Article — Definitions

Capitalized terms and expressions shall, for the purposes of the Agreement, have the meaning set out in this Article.

Affiliates: means, for any entity (i) an entity that directly or indirectly Controls, or is Controlled by such entity, (ii) if such entity is a management or consulting company, any mutual fund or other investment structure of which such entity, or any Affiliate of such entity, is the management or consulting company or the general partner, (iii) if such entity is a mutual fund or other investment structure, any person who is the management company, the general manager and majority shareholder or the general partner of such entity, or an Affiliate of the management company, the general manager and majority shareholder or the general partner of such entity; it being specified that (i) neither the portfolio companies managed by Meridiam, nor (ii) the entities of the Allego Group are included in the definition of Meridiam Affiliates for the purposes of this Agreement.

Allego: means Allego Holding B.V. a company incorporated under Dutch law whose registered office is located at Westervoortsedijk 73 KB, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, registered under number 73283752, as well as any entity into which Allego would be merged.

Control: means, for a given entity, the holding (directly or indirectly) of more than 50% of the share capital and voting rights of that entity, the terms “Control”, “Controlling” and “Controlled” shall be construed accordingly.

Allego Group: means Allego and any entity Controlled by Allego (currently or in the future) or in which Allego holds a direct or indirect interest.

Opera: means Opera Charging B.V., a company incorporated under Dutch law whose registered office is located at ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ H, 15th, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, registered under number 71766308.

First Listing: means the first (i) direct or indirect acquisition (including by way of transfer, merger, contribution, exchange or any combination thereof) of all (or substantially all) of the Securities of any Allego Group entity, ▇▇▇▇▇▇▇▇▇ or Opera, by a Third Party whose Securities are listed on a regulated or organised market or (ii) listing on a regulated or organised market of the Securities of any Allego Group entity, ▇▇▇▇▇▇▇▇▇ or Opera, as applicable.

Third Party: means any entity, other than (i) Meridiam, (ii) Meridiam Affiliates and (iii) any Allego Group entity.

Securities: for an entity, the shares of that entity or any other security giving immediate or deferred access to the capital of that entity.”

2

“Article 2 — Calculation of Fees

2.1 Principle

The purpose of the Fees is to remunerate E8 (or its subcontractors or advisers) for its performance in connection with the conclusion of contracts by the Allego Group, as well as its contribution to the performance and management of the contracts for the Allego Group. If a contract is composed of several subcontracts, it is understood that the Fees will apply to each individual subcontract.

These Fees are based on the turnover (excluding tax) achieved by the Allego Group under the contracts entered into since E8 (or its subcontractors or advisers) started its mission and for which the gross margin is strictly greater than 25% of the turnover (excluding taxes) for the relevant entity of the Allego Group. Within the meaning hereof, gross margin means turnover (excluding taxes) less external costs (COGS, cost of goods sold) and any discounts or rebates granted under the relevant contract.

The Fees for a given contract (hereinafter the “Contract”) will be paid to E8 by ▇▇▇▇▇▇▇▇▇ in accordance with the following terms and conditions, where the variables below have the following meanings.

M is the total amount of Fees in respect of such Contract. M is equal to:

The Fees under each Contract shall be paid as follows:

3

Digital application illustrating the preceding terms and conditions

If the turnover generated from the contracts entered into has an aggregate value of €600 million (excluding tax) and are financed by Third Parties with a minimum gross margin recorded for Allego of €150 million (excluding tax), then the total amount of the Fees shall be €16.2 million (excluding tax).

Every year, on the anniversary date of this Agreement, ▇▇▇▇▇▇▇▇▇ and E8 shall draw up a list of contracts entered into by the Allego Group, or in the process of being validated, falling within the scope of the Fees. An initial list specifying the contracts entered into since 1 January 2020, and giving rise to Fees since that date, shall be drawn up between the Parties within fifteen days of the signing of this Agreement.

2.2 Fees following a First Listing

As an exception to the foregoing, the Parties agree that as from the First Listing, (i) the Fees shall relate exclusively to a list of contracts concluded or to be concluded within twenty-four (24) months with the clients mentioned in the Appendix (until their respective terms) and (ii) subject to compliance with the criteria referred to in Article 2.1 above, the amount M will be determined on the basis of the turnover generated by each of said contracts, it being specified, however, that in the event the turnover generated by each of said contracts is greater than the amounts indicated in the Appendix (the “Maximum Turnover”), only the Maximum Turnover will be taken into account for the calculation of the amount M. As a result, as from the First Listing, the provisions of this article will cease to apply to any contract other than those listed in the Appendix.”

“Article 3 — Catch-Up Right

The Parties agree that E8 shall be entitled to all Fees referred to in Article 2.1, corresponding to contracts entered into prior to the date on which this Agreement terminates and generating turnover after this Agreement up to the end of those contracts. In addition, fifteen (15) days prior to the end of this Agreement, the Parties shall determine the list of contracts entered into, under development or in the process of being concluded to which the Fee mechanism referred to in Article 2.1 shall apply.

4

As from the First Listing, the Parties agree that the provisions of this article 3 shall cease to apply, without prejudice to article 2.2.”

“Article 5 — Term

This Agreement shall terminate on the earlier of (i) the termination date of the Consulting service agreement (for whatever reason) or (ii) 31 December 2023.

At the end of the initial period, the Contract may be renewed by ▇▇▇▇▇▇▇▇▇ for successive periods of one year, provided that (i) such renewal is notified in writing at least two months before the end of the initial period, or any renewal period, as the case may be, and (ii) E8 agrees to it.

This article 5 is provided for without prejudice to articles 2.2 and 3, such that the rights granted to E8 shall be fully effective, without it being possible to enforce the effects of termination of the contract. Similarly, any act which, after the termination of the Agreement, would be contrary to the exercise of said rights, shall be unenforceable against E8.”

This Amendment shall enter into force from the date of its execution by all the Parties hereto. Except as set forth in Article 2 of this Amendment, all provisions of the Contract remain unchanged and fully enforceable.

This Amendment as well as any contractual or non-contractual obligation arising out of or in connection with this Amendment shall be exclusively governed by French law and shall be construed accordingly.

Any disputes relating to this Amendment (including without limitation, those relating to the existence, the validity, the enforcement, the termination or the construction of this Amendment as well as any contractual or non-contractual obligation arising out of or in connection with this Amendment) shall be submitted to the Commercial Court of Paris (Tribunal de Commerce de Paris).

5

6

Execution Version

BETWEEN THE UNDERSIGNED:

(hereafter referred to as the “Transferor”)

(hereafter referred to as the “Transferee”)

AND

(hereafter referred to as the “Remaining Party”)

The above parties listed in (1) to (3) are hereafter collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS:

THE PARTIES TO THIS AGREEMENT AGREE AS FOLLOWS:

Agreement means this Novation Agreement;

Novation Date means 6 August 2021;

Novation Time means 00:00 CET.

For the avoidance of doubt, the Remaining Party hereby agrees the Délégué as substituted debtor, and acknowledges that, if such delegation is decided by the Transferee and a copy of the executed delegation notified to the Remaining Party, (i) Transferee’s debt shall be purely and simply substituted by the Délégué‘s debt, as provided by Article 1337, first Paragraph of the French Civil Code, and (ii) the Remaining Party shall therefore have no remedy against the Transferee. However, the Transferee hereby agrees, in accordance with Article 1337 of the French Civil Code, to guarantee the Remaining Party against the insolvency of the Délégué; it being however specified that any recourse by the Remaining Party against the Transferee may only be initiated after a judicial determination of the Délégué‘s insolvency or bankruptcy.

Each Party represents and warrants to the others that as at the date hereof (with such representations and warranties being deemed to be repeated at the Novation Time on the Novation Date):

The Parties shall perform, execute and deliver such further acts and documents as may be required by law or reasonably requested by each other to implement the purposes of this Agreement.

Notwithstanding any other provision of this Agreement, the Parties agree that for VAT and invoicing purposes deliveries, which take place: (a) before the Novation Time, are invoiced as between the Remaining Party and the Transferor; and (b) at and after the Novation Time, are invoiced as between the Remaining Party and the Transferee or between the Remaining Party and the Délégué the Transferee will have delegated for the payment of all sums due.

For the avoidance of doubt, invoicing also includes the correction or amendment of invoices and the issuing of credit notes.

Parties shall bear their own costs, charges and expenses (including, without limitation, legal expenses) in relation to the preparation, negotiation and execution of this Agreement.

No amendment, modification or waiver in respect of this Agreement, including this clause, will be effective unless in writing and executed by each of the Parties.

If any of the provisions of this Agreement is or becomes ineffective, the effectiveness of the other provisions shall not be affected. In such case, the Parties undertake to replace the ineffective provision by an effective provision which achieves an economic result as similar as possible to that of the provision so replaced. This shall apply mutatis mutandis to any lacuna in this Agreement.

This Agreement, and any dispute or claim arising out of or in connection with this Agreement or it subject matter or formation, including any non-contractual disputes or claims, will be exclusively governed by and construed in accordance with French law.

All disputes relating to this agreement shall be resolved exclusively by the Tribunal de Commerce of Paris.

Made in Paris on 10 August 2021.