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”).
WARRANT AGREEMENTWarrant Agreement • September 7th, 2021 • Ads-Tec Energy Public LTD Co • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 26, 2021, is 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, 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”).
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).
ADS-TEC ENERGY PLCAds-Tec Energy Public LTD Co • September 7th, 2021
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”).
FORM OF SHARE CONSIDERATION AND LOAN TRANSFER AGREEMENTShare Consideration and Loan Transfer Agreement • September 7th, 2021 • Ads-Tec Energy Public LTD Co • 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”).
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).
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.
