THIRD AMENDMENT TO
BUSINESS COMBINATION AGREEMENT
This THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this Third Amendment) is entered into as of August 6, 2021, by and among TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 353463 (SPAC), Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (Dutch Holdco), New TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 (New SPAC), ENGIE New Business S.A.S., a société par actions simplifiée organized and existing under the laws of France (Seller), and EV Charged B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the Company and together with SPAC, Dutch Holdco, New SPAC and Seller, the Parties). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
WHEREAS, the Parties entered into that certain Business Combination Agreement, dated as of December 10, 2020, as amended by that certain First Amendment to Business Combination Agreement, dated as of March 15, 2021 and that certain Second Amendment to Business Combination Agreement dated as of May 31, 2021 (collectively, and as may be further amended, modified or supplemented from time to time, the Agreement);
WHEREAS, the Parties acknowledge that the 2020 Audit has not been completed on or before August 6, 2021, and uncertainty persists regarding the timing for completion of the Companys interim unaudited financial statements for each of the six months ended June 30, 2021 and 2020, as required to be delivered by Seller to SPAC by Section 8.02(e) of the Agreement;
WHEREAS, the Parties acknowledge that the extended delay in the Closing is beyond the reasonable expectations of the Investors in the Private Placements and the investors under the Forward Purchase Agreements and therefore such investors should be released from their obligations under the Subscription Agreements and the Forward Purchase Agreements, respectively;
WHEREAS, the Parties acknowledge that the Transactions, including the economic terms thereof, will need to be renegotiated to reflect the revised expectations of the Companys projected performance once the 2020 Audit and the Interim Unaudited Financial Statements (as defined herein) have been completed and delivered; and
WHEREAS, the Parties desire to amend the Agreement in accordance with Section 9.04 thereof as more fully set forth herein.
NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows: