European Sustainable Growth Acquisition Corp. 73 Arch Street, 3rd Floor Greenwich, CT 06830Securities Subscription Agreement • January 21st, 2022 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • New York
European Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer LRT Capital1 LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 3,593,750 Class B ordinary shares of the Company (the “Shares”), par value $0.0001 per share (the “Class B Shares”), up to 468,750 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A Shares on a one-for-one basis, subject to adjustm
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 7th, 2021 • Ads-Tec Energy Public LTD Co • 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 • December 29th, 2021 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 7th, 2021 • Ads-Tec Energy Public LTD Co • 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 EarlyBirdCapital, Inc. (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2021 • Ads-Tec Energy Public LTD Co • 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 7th, 2021 • Ads-Tec Energy Public LTD Co • 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 • December 29th, 2021 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • New York
SPECIAL ELIGIBILITY AGREEMENT FOR SECURITIES, dated as of 22 December, 2021 (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”).
ContractSecured Promissory Note • August 30th, 2024 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
This Note is issued August [__], 2024, and has not been registered under the Securities Act of 1933, as amended (the “33 Act”), and may not be sold, transferred, otherwise disposed of or offered for sale in the absence of an effective registration statement under the 33 Act and any applicable state or other securities law or an exemption from such registration.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 7th, 2021 • Ads-Tec Energy Public LTD Co • 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).
SECURITY AGREEMENTSecurity Agreement • August 25th, 2023 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • New York
This SECURITY AGREEMENT (this “Agreement”) is dated as of August 18, 2023 and entered into by and among ADS-TEC ENERGY, INC., a Delaware corporation (“Company”) and THE LUCERNE CAPITAL MASTER FUND, L.P., as secured party for the Lenders (in such capacity, the “Secured Party”).
Amendment Agreement to the Employment Contract of 18 September 2019 betweenEmployment Contract • December 29th, 2021 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
ads-tec Energy GmbH, Heinrich-Hertz-Straße 1, 72622 Nürtingen, represented by its Managing Directors Thomas Speidel and Robert Vogt
THIS Guarantee AGREEMENT (the ‘Agreement’) is made on 18 August 2023 BETWEEN: WHEREAS: IT IS AGREED as follows:Guarantee Agreement • August 25th, 2023 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 7th, 2021 • Ads-Tec Energy Public LTD Co • Delaware
This SPONSOR SUPPORT AGREEMENT, dated as of August 9, 2021 (this “Agreement”), by and among LRT Capital1 LLC, a Delaware limited partnership (the “Sponsor”), LHT Invest AB, a Swedish limited company (“LHT Invest”) (the Sponsor and LHT Invest, collectively, the “Sponsor Parties” and individually, a “Sponsor Party”), ads-tec Energy GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 762810 (the “Company”), and European Sustainable Growth Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 367833 (“SPAC”).
Amendment to the Service Contract dated 13 March 2020 betweenService Contract • April 28th, 2022 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
ads-tec Energy GmbH, Heinrich-Hertz-Straße 1, 72622 Nürtingen, represented by its shareholder, ads-tec Energy PLC, represented, in turn, by its duly authorised director, CEO Thomas Speidel
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2021 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 22, 2021, by and among (i) ads-tec energy plc, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”), (ii) the parties listed on Schedule A hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”), and (iii) for the limited purpose set forth in Section 5.5 of this Agreement, European Sustainable Growth Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 367833 (“EUSG”). Certain capitalized terms used and not otherwise defined herein are defined in Article 1 hereof.
SECURITY AGREEMENTSecurity Agreement • August 30th, 2024 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • New York
This SECURITY AGREEMENT (this “Agreement”) is dated as of August 26, 2024 and entered into by and among ADS-Tec Energy GmbH, a limited liability company under German law, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Stuttgart under number HRB 762810 (“Company”) and ADS-Tec Holding GmbH, a limited liability company under German law, registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Stuttgart under number HRB 224527, as secured party (in such capacity, the “Secured Party”).
THIS 1st AMENDMENT AGREEMENT TO THE Guarantee AGREEMENT (the ‘Agreement’) is made on 26 August 2024 BETWEEN:Guarantee Agreement • August 30th, 2024 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
SUBSCRIPTION AGREEMENTSubscription Agreement • December 28th, 2023 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this ___ day of December 2023, by and between Ads-Tec Energy plc a company incorporated in Ireland with registration number 700539 and having its registered address at 10 Earlsfort Terrace, Dublin 2, D02 T380 (the “Issuer”), and the undersigned (“Subscriber” or “you”).
CEO AgreementCeo Agreement • April 28th, 2022 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
ads-tec Energy GmbH, Heinrich-Hertz-Straße 1, 72622 Nürtingen, represented by its shareholder ads-tec Energy PLC, this one represented by Prof. Kurt Lauk as its chairman of board of directors.
AGREEMENT ON COST ALLOCATION FOR THE PROVISION OF SHARED SERVICES between ads- tec Energy GMBH Heinrich-hertz-Str. 1 72622 Nürtingen hereinafter also referred to as “ads E GmbH or service provider” and ADS-Tec Energy inc. 16302 Kendleshire Terrace...Cost Allocation Agreement • December 29th, 2021 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
Due to restructuring and “De-SPAC” proceedings, ads-tec Holding GmbH will in future only hold an indirect interest in ads E GmbH via ads E plc. Ads-tec Holding GmbH is also a shareholder in ads-tec Admin GmbH. Both companies provide shared services to ads E plc, ads E Inc and ads E GmbH. Furthermore, ads E GmbH provides shared services to ads E Inc and ads E plc. This agreement is concluded in this context.
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2021 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
This Employment Agreement (this “Agreement”) is effective as of October 1, 2021 (the “Effective Date”), and is entered into by and between ads-tec Energy, Inc. (the “Company”), and John Neville (“Employee”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”).
Amendment Agreement to the Employment Contract of 18 September 2021 betweenEmployment Contract • December 29th, 2021 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
ads-tec Energy GmbH, Heinrich-Hertz-Straße 1, 72622 Nürtingen, represented by its Managing Directors Thomas Speidel and Robert Vogt
CASH CONSIDERATION TRANSFER AGREEMENT and SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENTCash Consideration Transfer Agreement and Share Consideration and Loan Transfer Agreement • December 29th, 2021 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • Delaware
As far as the persons appeared did not act on their own behalf they provided proof of their power to represent third parties as enclosed (where applicable as certified copies of the original presented) to this notarial deed. As far as powers of attorney were presented today as originals I, Notary, hereby certify that the copies are true copies of the originals which have been presented to me. Unless explicitly stated otherwise in this notarial deed the persons appeared waived further proof and verification by the acting notary. Where copies of powers of attorney were presented the respective attorney-in-fact promised to immediately provide the respective original. The persons appeared mutually relieve each other from any personal liability with respect to the validity of the powers of attorney presented.
Dated 18 August 2023 Ads-Tec Energy Public Limited Company and Each Of The Lenders Listed On Schedule 3 Attached Hereto Deed of Guarantee and IndemnityDeed of Guarantee and Indemnity • August 25th, 2023 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
ContractPromissory Note • August 30th, 2024 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
This Note is issued [___], 2024, and has not been registered under the Securities Act of 1933, as amended (the “33 Act”), and may not be sold, transferred, otherwise disposed of or offered for sale in the absence of an effective registration statement under the 33 Act and any applicable state or other securities law or an exemption from such registration.
CASH CONSIDERATION TRANSFER AGREEMENT and SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENTCash Consideration Transfer Agreement and Share Consideration and Loan Transfer Agreement • December 29th, 2021 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • Delaware
As far as the persons appeared did not act on their own behalf they provided proof of their power to represent third parties as enclosed (where applicable as certified copies of the original presented) to this notarial deed. As far as powers of attorney were presented today as originals I, Notary, hereby certify that the copies are true copies of the originals which have been presented to me. Unless explicitly stated otherwise in this notarial deed the persons appeared waived further proof and verification by the acting notary. Where copies of powers of attorney were presented the respective attorney-in-fact promised to immediately provide the respective original. The persons appeared mutually relieve each other from any personal liability with respect to the validity of the powers of attorney presented.
Dated 26 August 2024 Ads-Tec Energy Public Limited Company and Each Of The Lenders Listed On Schedule 3 Attached Hereto Deed of Guarantee and IndemnityDeed of Guarantee and Indemnity • August 30th, 2024 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 7th, 2021 • Ads-Tec Energy Public LTD Co • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between the parties listed on Schedule A hereto (each such party, a “Holder” and collectively, the “Holders”) ads-tec Energy plc, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”). The Holder and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • August 30th, 2024 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • New York
THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is entered into as of August 26, 2024 (the “Effective Date”), by and among ADS-TEC ENERGY, INC., a Delaware corporation (“Company”) and THE LUCERNE CAPITAL MASTER FUND, L.P., as secured party for the Lenders (in such capacity, the “Secured Party”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2021 • Ads-Tec Energy Public LTD Co • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], by and among (i) ads-tec energy plc, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”), (ii) the parties listed on Schedule A hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”), and (iii) for the limited purpose set forth in Section 5.5 of this Agreement, European Sustainable Growth Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 367833 (“EUSG”). Certain capitalized terms used and not otherwise defined herein are defined in Article 1 hereof.
ADS-TEC ENERGY PLCIndemnification Agreement • September 7th, 2021 • Ads-Tec Energy Public LTD Co
This Deed of Indemnification (“Deed”) is made as of 2021 by and between ads-tec Energy plc, a public limited company incorporated in Ireland (registered number 700539) having its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland (the “Company”), Ads-Tec Energy GmbH (entered in the commercial register of the Stuttgart Local Court under registered number HRB 762810) (“Ads-Tec Germany” and together with the Company, the “Indemnitors”) and [●] (the “Indemnitee”).
THIS Guarantee AGREEMENT (the ‘Agreement’) is made on 5 May 2023 BETWEEN:Guarantee Agreement • May 11th, 2023 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
LOCK-UP AGREEMENTLock-Up Agreement • December 29th, 2021 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2021, between the parties listed on Schedule A hereto (each such party, a “Holder” and collectively, the “Holders”) ads-tec Energy plc, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”). The Holder and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Dated 5 May 2023 Ads-Tec Energy Public Limited Company and Each Of The Lenders Listed On Schedule 3 Attached Hereto Deed of Guarantee and IndemnityDeed of Guarantee and Indemnity • May 11th, 2023 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment
EMPLOYEE SHARING AND COST SHARING AGREEMENTEmployee Sharing and Cost Sharing Agreement • December 29th, 2021 • Ads-Tec Energy Public LTD Co • Miscellaneous transportation equipment • Delaware
THIS EMPLOYEE SHARING AND COST SHARING AGREEMENT (this “Agreement”) is made to be effective as of 23.12, 2021, by and among ads-tec Energy, Inc., a Delaware corporation (“Inc.”) and ads-tec Energy plc, a public limited liability company incorporated in Ireland (“plc”), (Inc. and plc collectively, the “Parties” and each a “Party”).
