12,500,000 Units EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 26th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LRT Capital1 LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • January 31st, 2022 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of December 22, 2021, is by and between ADS-TEC ENERGY PLC, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”), European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (“EUSG”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 26th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 26, 2021, by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 4th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2021, by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
European Sustainable Growth Acquisition Corp. 73 Arch Street, 3rd Floor Greenwich, CT 06830 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • January 26th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration s
INDEMNITY AGREEMENTIndemnification Agreement • January 4th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ADS-TEC ENERGY PUBLIC LIMITED COMPANY 2021 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • November 10th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ads-Tec Energy Public Limited Company an Irish public limited company duly incorporated under the laws of Ireland (the “Company”), and the Participant specified above, pursuant to the Ads-Tec Energy Public Limited Company 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2021, is made and entered into by and among European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE ADS-TEC ENERGY PUBLIC LIMITED COMPANYIncentive Stock Option Agreement • November 10th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ads-Tec Energy Public Limited Company, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”), and the Participant specified above, pursuant to the Ads-Tec Energy Public Limited Company 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE ADS-TEC ENERGY PUBLIC LIMITED COMPANY 2021 OMNIBUS INCENTIVE PLANStock Appreciation Rights Agreement • November 10th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ads-Tec Energy Public Limited Company, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”), and the Participant specified above, pursuant to the Ads-Tec Energy Public Limited Company2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE ADS-TEC ENERGY PUBLIC LIMITED COMPANY 2021 OMNIBUS INCENTIVE PLANNon-Qualified Stock Option Agreement • November 10th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ads-Tec Energy Public Limited Company,, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”), and the Participant specified above, pursuant to the Ads-Tec Energy Public Limited Company, 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 26th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 26, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ABN AMRO Securities (USA) LLC (the “Purchaser”).
SPECIAL ELIGIBILITY AGREEMENT FOR SECURITIES Irish Shares and Irish Warrants – ads tec Energy plcSpecial Eligibility Agreement for Securities • November 26th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
SPECIAL ELIGIBILITY AGREEMENT FOR SECURITIES, dated as of [___________], 20__ (as amended, modified or supplemented, this “Agreement”), among The Depository Trust Company (“DTC”), Cede & Co. (“Cede”), National Securities Clearing Corporation (“NSCC”), ads-tec Energy plc, a public limited company incorporated under the laws of Ireland (the “Issuer”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, acting as a transfer agent for the Issuer (the “Transfer Agent”).
RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE ADS-TEC ENERGY PUBLIC LIMITED COMPANY 2021 OMNIBUS INCENTIVE PLANRestricted Stock Award Agreement • November 10th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ads-Tec Energy Public Limited Company, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”), and the Participant specified above, pursuant to the Ads-Tec Energy Public Limited Company, 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
EARLYBIRDCAPITAL, INC. New York, New York 10017 January 21, 2021Advisory Agreement • January 26th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. and ABN AMRO Securities (USA) LLC (each an “Advisor” and collectively the “Advisors”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-251888) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 11th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this ______, day of August, 2021, by and between European Sustainable Growth Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 367833 (the “Issuer”), ads-tec Energy plc, an Irish public limited company duly incorporated under the laws of Ireland (“Irish Holdco”) solely for the limited purposes of Section 4 and Section 9, and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP.Administrative Services Agreement • January 26th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
This letter agreement by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LRT Capital1 LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF CASH CONSIDERATION TRANSFER AGREEMENTCash Consideration Transfer Agreement • August 13th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • Delaware
This CASH CONSIDERATION TRANSFER AGREEMENT (this “Agreement”) is entered into as of [●], by and between Bosch Thermotechnik GmbH, based in Wetzlar and entered in the commercial register of the Wetzlar Local Court under HRB 13 (“Bosch”), and ads-tec Energy plc, an Irish public limited company duly incorporated under the laws of Ireland (“Irish Holdco”).
EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP.Administrative Services Agreement • January 4th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • New York
This letter agreement by and between European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and LRT Capital1 LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
CEO AgreementCeo Agreement • November 26th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks
Thomas Speidel has been working as managing director for ads-tec Energy GmbH in Nurtingen (and its future subsidiaries and affiliated companies) as well as for ads-tec Holding GmbH and its subsidiaries since many years. The ads-tec group is continuing to develop at a highly dynamic pace. Based on the excellent cooperation to date, Thomas Speidel is now also to take on further tasks with an even higher level of responsibility. In this connection the parties agree the following, expressly maintaining all other provisions set out in the Managing Director’s Contract between Thomas Speidel and ads-tec Holding GmbH together with any amendment agreements, these shall remain unaffected by this CEO agreement:
FORM OF SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENTShare Consideration and Loan Transfer Agreement • August 11th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • Delaware
This SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENT (this “Agreement”) is entered into as of [●], by and among Bosch Thermotechnik GmbH, based in Wetzlar and entered in the commercial register of the Wetzlar Local Court under HRB 13 (“Bosch”), Robert Bosch Gesellschaft mit beschränkter Haftung, based in Stuttgart and entered in the commercial register of the Stuttgart Local Court under HRB 14000 (“Robert Bosch”), ads-tec Holding GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 224527 (“ADSH”) and ads-tec Energy plc, an Irish public limited company duly incorporated under the laws of Ireland (“Irish Holdco”).
BUSINESS COMBINATION AGREEMENT by and among EUROPEAN SUSTAINABLE GROWTH ACQUISITION CORP., ADS-TEC ENERGY PLC, EUSG II CORPORATION, BOSCH THERMOTECHNIK GMBH ADS-TEC HOLDING GMBH and ADS-TEC ENERGY GMBH Dated as of August 10, 2021Business Combination Agreement • August 13th, 2021 • European Sustainable Growth Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT, dated as of August 10, 2021 (this “Agreement”), by and among European Sustainable Growth Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 367833 (“SPAC”), ads-tec Energy plc, an Irish public limited company duly incorporated under the laws of Ireland (“Irish Holdco”), EUSG II Corporation, an exempted company incorporated in the Cayman Islands with limited liability under company number 379118 (“New SPAC”), Bosch Thermotechnik GmbH, based in Wetzlar and entered in the commercial register of the Wetzlar Local Court under HRB 13 (“Bosch”), ads-tec Holding GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 224527 (“ADSH”, together with Bosch, the “Sellers” and each individually, a “Seller”), and ads-tec Energy GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 762810 (the “Company”)
