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”).
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”).
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
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.
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.
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.
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).
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”).
