Item 1.01 Entry into a Material Definitive Agreement
On December 10, 2020, TPG Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under
company number 353463 (the Company), entered into the Business Combination Agreement, as defined and described below, and certain other agreements related thereto, each as described below.
Business Combination Agreement
On
December 10, 2020, the Company, Edison Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) and wholly owned subsidiary of the Company (Dutch Holdco), New TPG
Pace Beneficial Finance Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 368739 and wholly owned subsidiary of Dutch Holdco (New SPAC), ENGIE New Business
S.A.S., a société par actions simplifiée organized and existing under the laws of France (Engie Seller) and EV Charged B.V., a Dutch private limited
liability company (besloten vennootschap met beperkte aansprakelijkheid) (EVBox Group), entered into a Business Combination Agreement (the Business Combination Agreement, and the
transactions contemplated thereby, the Business Combination), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) the Company and Dutch Holdco will enter into an
agreement for the repurchase by Dutch Holdco of ordinary shares in Dutch Holdco, par value EUR 0.01 (the Dutch Holdco Common Shares), held by the Company, subject to the completion of the SPAC Merger (as defined below),
(ii) the Company will contribute to Dutch Holdco the aggregate amount of cash held by the Company at such time (including the aggregate amount paid by investors pursuant to the Subscription Agreements (as defined below) and certain forward purchase
agreements) (the Dutch Holdco Contribution), (iii) immediately following the Dutch Holdco Contribution, the Company will merge with and into New SPAC, with New SPAC surviving as a wholly owned subsidiary of Dutch Holdco
(the SPAC Merger), and (iv) immediately after the SPAC Merger, Engie Seller will, directly or indirectly, sell, transfer, assign, convey or contribute to Dutch Holdco all of the issued and outstanding equity interests
in EVBox Group, for a purchase price of approximately $786.5 million (the Purchase Price), consisting of (i) cash in an amount equal to 50% of the amount of Available Cash (as defined below) in excess of
$260.0 million plus the transaction expenses borne by the Company, (ii) cash in an amount equal to 60% of the amount of Available Cash in excess of $560.0 million plus the transaction expenses borne by the Company and
(iii) Dutch Holdco Common Shares, valued at $10.00 per share, in respect of the remaining portion of the Purchase Price; provided, that in no event will the cash consideration described in clauses (i) and (ii) exceed
$180.0 million.
In addition, Engie Seller may be eligible to receive two earnouts, payable in additional Dutch Holdco Common Shares
valued at $10.00 per share, of (i) up to 6,050,000 Dutch Holdco Common Shares based on 2021 revenue thresholds of EVBox Group, vesting linearly at certain intermediate revenues thresholds between EUR 125.0 million and EUR
145.0 million, and (ii) up to 3,630,000 Dutch Holdco Common Shares if any of the following conditions is met: (a) certain 2022 revenue thresholds of EVBox Group, vesting linearly based on such threshold intermediate revenues thresholds
between EUR 230.0 million and EUR 245.0 million; (b) full vesting if the Closing Sale Price (as defined in the Business Combination Agreement) of the Dutch Holdco Common Shares is above $14.00 per share for 20 out of any 30 trading
days in the calendar year ending December 31, 2022; and (c) full vesting if the Closing Sale Price of the Dutch Holdco Common Shares is above $16.00 per share for 20 out of any 30 trading days in calendar year ending December 31,
2023.
Representations, Warranties and Covenants; Indemnification
The Business Combination Agreement contains customary representations and warranties by the parties thereto, as more particularly set forth in
the Business Combination Agreement. The Business Combination Agreement also contains customary pre-Closing (as defined below) covenants of the parties, including the obligation of the Company and its subsidiaries and EVBox Group and its subsidiaries
to conduct their respective businesses in the ordinary course and to refrain from taking certain specified actions, subject to certain exceptions, without the prior written consent of certain counterparties to the Business Combination Agreement.
The Business Combination Agreement does not provide for indemnification with respect to any of the representations and warranties of the
parties thereto. Additionally, Dutch Holdco will enter into customary indemnification agreements reasonably satisfactory to EVBox Group and Dutch Holdco with the post-Closing (as defined below) directors and officers of Dutch Holdco, which
indemnification agreements shall continue to be effective following the closing of the Business Combination (the Closing).