ADSE 6-K 2026 - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission file number: 001-41188

ADS-TECEnergy Public Limited Company

(Translation of registrant’s name into English)

10 Earlsfort Terrace

Dublin 2, D02 T380, Ireland

Telephone: +353 1 920 1000

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Incorporation by Reference

This 6-K and the accompanying exhibits are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-262281, 333-276788, 333-284850) and Form S-8 (File No. 333-263153), including all amendments thereto, filed with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) is being furnished to report certain warrant-related transactions, share issuances, subscription agreements, and the cancellation of certain warrants and related rights by ADS-TEC ENERGY PLC (the “Company”).

Cancellation of Ayrton/Anson SPA Rights andWarrants

Lucerne Master Fund acquired from Alto Opportunity Master Fund SPC – Master Segregated Portfolio B (“Ayrton”), AEMF SPV LLC and AIMF SPV LLC (together, “Anson”) all of their respective rights under that certain Securities Purchase Agreement, dated May 1, 2025, by and among the Company, Ayrton and Anson (the “Ayrton/Anson SPA”), together with the warrants issued thereunder (the “Ayrton/Anson Warrants”), pursuant to (i) a Warrant Purchase Agreement between Lucerne Master Fund and Ayrton dated April 6, 2026, and (ii) Securities Purchase Agreements between Lucerne Master Fund and each of AEMF SPV LLC and AIMF SPV LLC, each dated April 2, 2026 for aggregate cash consideration of $12,500,000.

On May 8, 2026, the Company and Lucerne Master Fund entered into a cancellation agreement (the “Cancellation Agreement”), pursuant to which Lucerne Master Fund has agreed that rights under the Ayrton/Anson SPA and the Ayrton/Anson Warrants previously acquired by Lucerne Master Fund will be cancelled in consideration of an aggregate cash payment by the Company to Lucerne Master Fund of $12,556,857.89. As of the date hereof, the number of Ayrton/Anson Warrants cancelled pursuant to the Cancellation Agreement is 742,924 and 1,084,360 Ayrton/Anson Warrants remain outstanding.

Lucerne Warrants

On April 9, 2026, the Company issued a Warrant Adjustment Notice (the “Warrant Adjustment Notice”) to The Lucerne Capital Master Fund, L.P. (“LucerneMaster Fund”) and The Lucerne Capital Special Opportunity Fund, Ltd. (“Lucerne Special Opportunity Fund”, and together with Lucerne Master Fund, “Lucerne”), pursuant to Section 3(a) and 3(b) of those certain amended and restated warrants to purchase up to an aggregate of 5,172,045 ordinary shares of the Company, nominal value $0.0001 per share (the “Ordinary Shares”), each dated as of August 26, 2024 (collectively, the “Lucerne Warrants”). Pursuant to the Warrant Adjustment Notice, the exercise price of each Lucerne Warrant was adjusted from $6.20 per share to $1.00 per share.

On April 10, 2026, Lucerne Master Fund delivered an Amended Warrant Exercise Notice to the Company exercising 5,105,379 Lucerne Warrants at an exercise price of $1.00 per share, for an aggregate exercise price of $5,105,379. On April 15, 2026, Lucerne Special Opportunity Fund delivered an Amended Warrant Exercise Notice to the Company exercising 66,666 Lucerne Warrants at an exercise price of $1.00 per share, for an aggregate exercise price of $66,666. The Company received payment of the aggregate subscription price in cleared funds on April 14, 2026 and April 16, 2026, respectively. The Company issued an aggregate of 5,172,045 Ordinary Shares to Lucerne in connection with the exercise of the Lucerne Warrants, consisting of 5,105,379 Ordinary Shares to Lucerne Master Fund and 66,666 Ordinary Shares to Lucerne Special Opportunity Fund. The Company intends to use the net proceeds from any exercise of the Lucerne Warrants to cancel certain of the Ayrton/Anson Warrants previously acquired by Lucerne Master Fund.

The Ordinary Shares issued upon exercise of the Lucerne Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), based on representations made by each exercising holder that it is an accredited investor as defined in Rule 501 of Regulation D promulgated thereunder.

Subscription Agreements

On May 8, 2026, the Company entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors, pursuant to which the Company agreed to issue non-transferable subscription rights to purchase up to an aggregate of 6,324,000 Ordinary Shares at an exercise price of $1.00 per Ordinary Share , subject to the terms and conditions set forth therein, in exchange for support in connection with the Company’s efforts to simplify its capital structure. On May 8, 2026, investors exercised their right to subscribe for 6,324,000 Ordinary Shares, which shares were delivered to the investors on May 8, 2026.

The Ordinary Shares have not been registered under the Securities Act, or any applicable state securities laws, and were offered and sold in transactions exempt from the registration requirements of the Securities Act, including in offshore transactions in reliance on Regulation S promulgated under the Securities Act and in transactions not involving a public offering in reliance on Section 4(a)(2) of the Securities Act. The Company received gross proceeds from the exercise of the subscription rights of approximately $6.3 million. The Company intends to use the net proceeds for general corporate purposes, which may include working capital, capital expenditures, and other business investments.

Additionally, in connection with the Subscription Agreements, the Company will enter into a registration rights agreement with certain investors (the “RegistrationRights Agreement”), pursuant to which the Company will agree to provide customary resale shelf registration rights with respect to the Registrable Securities held by such investors, including, subject to certain thresholds and conditions, the right to request underwritten shelf takedowns and block trades. The Company also agreed to bear the registration expenses and granted customary indemnification, contribution, suspension and related procedural rights and obligations under the agreement.

Following the consummation of the above-referenced transactions, there were 72,002,051 Ordinary Shares outstanding and 1,084,360 Ayrton/Anson Warrants outstanding.

The foregoing descriptions of the transactions do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable agreements, each of which is incorporated herein by reference. The foregoing summary of the Warrant Adjustment Notice is qualified in its entirety by reference to the Warrant Adjustment Notice attached hereto as Exhibit 10.1. The foregoing summary of the exercise of the Lucerne Warrants is qualified in its entirety by reference to the Amended Warrant Exercise Notices attached hereto as Exhibits 10.2 and 10.3. The foregoing summary of the Subscription Agreements is qualified in its entirety by reference to the forms of Subscription Agreement attached hereto as Exhibit 10.4 and Exhibit 10.5. The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the form of Registration Rights Agreement attached hereto as Exhibit 10.6. The foregoing summary of the Cancellation Agreement is qualified in its entirety by reference to the Cancellation Agreement attached hereto as Exhibit 10.7.

This Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “hope,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include the Company’s expectations with respect to future performance and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

EXHIBIT INDEX

Exhibit No.	Description
10.1	Warrant Adjustment Notice, dated April 9, 2026, issued by ADS-TEC Energy PLC to Lucerne Capital Master Fund, L.P. and Lucerne Capital Special Opportunity Fund, Ltd.
10.2	Amended Warrant Exercise Notice, dated April 10, 2026, from Lucerne Capital Master Fund, L.P.
10.3	Amended Warrant Exercise Notice, dated April 15, 2026, from Lucerne Capital Special Opportunity Fund, Ltd.
10.4	Form of Subscription Agreement
10.5	Form of Subscription Agreement
10.6	Form of Registration Rights Agreement
10.7	Cancellation Agreement, dated May 8, 2026, by and between the Company and Lucerne Capital Master Fund, L.P.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

ADS-TEC ENERGY PLC
By:	/s/ Torsten Klee
	Name:	Torsten Klee
	Title:	Chief Financial Officer

Exhibit10.1

ads-tecEnergy plc, 10 Earlsfort Terrace, D02 T380 Dublin 2

9 April 2026

Via Email and Overnight Courier

To:

Lucerne Capital Master Fund L.P.

73 Arch Street, 3^rd^ floor

Greenwich, CT 06830

United States of America

E-Mail: [email protected]

(the Warrantholder)

CC:

ads-tec Energy GmbH

Heinrich-Hertz-Straße 1

72622 Nürtingen, Germany

Arthur Cox LLP

Dublin 2, D02 T380 Ireland

Attention: Connor Manning

Email: [email protected]

Re: Company Warrant Adjustment Notice

Ladies and Gentlemen:

We refer to each Warrant, dated as of 26 August 2024, by and among ADS-Tec Energy PLC (the company) and the applicable Warrantholder (each, a ”Warrant” and together, the “Warrants”). Unless otherwise specified herein, capitalized terms used but not defined in this letter have meanings given in the Warrants.

Pursuant to Section 3(a) and 3(b) of the Warrants and subject to the terms of this letter, the Company hereby provides notice to each Warrantholder and the Transfer Agent that as of the date hereof, the Exercise Price of the Warrants has been adjusted to $1.00 per Warrant and the number of Warrant Shares issuable upon the exercise of each Warrant has been adjusted, as set forth with respect to each Warrantholder on Annex A hereto.

INWITNESS WHEREOF, the undersigned has executed this notice as of the date first written above.

ADS-TEC Energy PLC
By:	/s/ Torsten Klee
Name:	Torsten Klee
Title:	Chief Financial Officer

Annex A

Warrant Adjustment

Warrantholder		Exercise Price		Warrant Shares Issuable
		Pre-Adjustment	As Adjusted
Lucerne<br> Capital Master fund L.P.	Warrant<br> Certificate No. 16	$6.20	$1.00	1.838.710
Lucerne<br> Capital Master fund L.P.	Warrant<br> Certificate No. 17	$6.20	$1.00	600.001
Lucerne<br> Capital Special Opportunity Fund, Ltd.	Warrant<br> Certificate No. 18	$6.20	$1.00	66.666
Lucerne<br> Capital Master fund L.P.	Warrant<br> Certificate No. 19	$6.20	$1.00	666.667
Lucerne<br> Capital Master fund L.P.	Warrant<br> Certificate No. 20	$6.20	$1.00	666.667
Lucerne<br> Capital Master fund L.P.	Warrant<br> Certificate No. 21	$6.20	$1.00	1.333.334
Total				5.172.045

Exhibit 10.2

EXHIBIT A

EXERCISE NOTICE

To: ads-tec Energy PLC, an Irish public limited company (the “IrishGuarantor”)

Dated: April 10, 2026

The undersigned, pursuant to the provisions set forth in that certain Amended and Restated Warrant, dated as of August 26, 2024, and amended with the Warrant Adjustment Notice dated April 9, 2026, by and between the Irish Guarantor and the Lender (the “Warrant”), hereby irrevocably elects to subscribe for 5,105,379 Warrant Shares covered by such Warrant and herewith makes payment of $5,105,379 representing the full exercise price for such Warrant Shares at the price of $1.00 per Warrant Share. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties set forth as Annex I to this Exercise Notice, which representations and warranties are incorporated herein by reference and by its signature below hereby makes such representations and warranties to the Irish Guarantor.

ACKNOWLEDGED AND AGREED TO BY

THE LENDER:

The Lucerne Capital Master Fund, L.P.
By:	/s/ Pieter Taselaar
Name:	Pieter Taselaar
Title:	Director

Address: 73 Arch Street, 3rd Floor, Greenwich, CT 06830

Telephone: 203-983-4470

Fax: 203-983-4401

Email: [email protected]

Annex I

The undersigned hereby represents and warrants to the Irish Guarantor and acknowledges that: (i) it is an accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (ii) the undersigned has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Irish Guarantor and making an informed investment decision with respect thereto; (iii) the undersigned has reviewed and evaluated all information necessary to assess the merits and risks of its investment in the Irish Guarantor and has had answered to its satisfaction any and all questions regarding such information, including with respect to the equity and debt capitalization of the Irish Guarantor; (iv) the undersigned is able to bear the economic and financial risk of an investment in the Irish Guarantor for an indefinite period of time; (v) the undersigned is acquiring securities of the Irish Guarantor for investment only and not with a view to, or for resale in connection with, any distribution to thes public or public offering thereof; (vi) other than as expressly set forth in the Warrant, neither the Irish Guarantor nor any of its representatives or agents has made any representation or warranty to the undersigned regarding the financial condition or prospects of the Irish Guarantor or otherwise relating to its investment in the Irish Guarantor; (vii) the offer and sale of the securities of the Irish Guarantor has not been registered under the Securities Act or securities laws of any jurisdiction and cannot be disposed of unless such offer and sale is subsequently registered or qualified under applicable securities laws (or exempt therefrom) and the provisions of this Exercise Notice have been complied with; (viii) to the extent applicable, the execution, delivery and performance of this Exercise Notice have been duly authorized by the undersigned and do not require the undersigned to obtain any material consent or approval that has not been obtained and do not contravene in any material respect or result in a default under any provision of any law or regulation applicable to the undersigned or other governing documents or any agreement or instrument to which the undersigned is a party or by which the undersigned is bound; (ix) the determination of the undersigned to subscribe for securities of the Irish Guarantor has been made by the undersigned independent of any other equity holder in the Irish Guarantor and independent of any statements or opinions as to the advisability of such subscription, which may have been made or given by any other equity holder or by any agent or employee of any other equity holder; (x) the undersigned is not subscribing for the securities of the Irish Guarantor pursuant to a general solicitation or general advertising; and (xi) this Exercise Notice is valid, binding and enforceable against the undersigned in accordance with its terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, or applicable equitable principles (whether considered in proceeding at law or in equity).

Exhibit 10.3

EXHIBIT A

EXERCISE NOTICE

To:	ads-tec Energy PLC, an Irish public limited company<br> (the “Irish Guarantor”)

Dated: April 15, 2026

The undersigned, pursuant to the provisions set forth in that certain Amended and Restated Warrant, dated as of August 26, 2024, and amended with the Warrant Adjustment Notice dated April 9, 2026, by and between the Irish Guarantor and the Lender (the “Warrant”), hereby irrevocably elects to subscribe for 66,666 Warrant Shares covered by such Warrant and herewith makes payment of $66,666 representing the full exercise price for such Warrant Shares at the price of $1.00 per Warrant Share. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrant.

ACKNOWLEDGED AND AGREED TO BY THE LENDER:
The Lucerne Capital Special Opportunity Fund, Ltd.
By:	/s/ Pieter Taselaar
Name:	Pieter Taselaar
Title:	Director

Address: 73 Arch Street, 3rd Floor, Greenwich, CT 06830

Telephone: 203-983-4470

Fax: 203-983-4401

Email: [email protected]

Annex I

The undersigned hereby represents and warrants to the Irish Guarantor and acknowledges that: (i) it is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (ii) the undersigned has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Irish Guarantor and making an informed investment decision with respect thereto; (iii) the undersigned has reviewed and evaluated all information necessary to assess the merits and risks of its investment in the Irish Guarantor and has had answered to its satisfaction any and all questions regarding such information, including with respect to the equity and debt capitalization of the Irish Guarantor; (iv) the undersigned is able to bear the economic and financial risk of an investment in the Irish Guarantor for an indefinite period of time; (v) the undersigned is acquiring securities of the Irish Guarantor for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (vi) other than as expressly set forth in the Warrant, neither the Irish Guarantor nor any of its representatives or agents has made any representation or warranty to the undersigned regarding the financial condition or prospects of the Irish Guarantor or otherwise relating to its investment in the Irish Guarantor; (vii) the offer and sale of the securities of the Irish Guarantor has not been registered under the Securities Act or securities laws of any jurisdiction and cannot be disposed of unless such offer and sale is subsequently registered or qualified under applicable securities laws (or exempt therefrom) and the provisions of this Exercise Notice have been complied with; (viii) to the extent applicable, the execution, delivery and performance of this Exercise Notice have been duly authorized by the undersigned and do not require the undersigned to obtain any material consent or approval that has not been obtained and do not contravene in any material respect or result in a default under any provision of any law or regulation applicable to the undersigned or other governing documents or any agreement or instrument to which the undersigned is a party or by which the undersigned is bound; (ix) the determination of the undersigned to subscribe for securities of the Irish Guarantor has been made by the undersigned independent of any other equity holder in the Irish Guarantor and independent of any statements or opinions as to the advisability of such subscription, which may have been made or given by any other equity holder or by any agent or employee of any other equity holder; (x) the undersigned is not subscribing for the securities of the Irish Guarantor pursuant to a general solicitation or general advertising; and (xi) this Exercise Notice is valid, binding and enforceable against the undersigned in accordance with its terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, or applicable equitable principles (whether considered in proceeding at law or in equity).

Exhibit 10.4

THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”)RELATES TO THE OFFER AND SALE OF SHARES BY THE ISSUER IN A TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING IN RELIANCE UPON THE EXEMPTIONFROM REGISTRATION PROVIDED BY SECTION 4(A)(2) OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

THE SHARES TO WHICH THIS SUBSCRIPTION AGREEMENTRELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLDBY THE ISSUER IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(A)(2) OF THE SECURITIES ACT. THE SHARES CONSTITUTE“RESTRICTED SECURITIES” AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTSOF THE SECURITIES ACT AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

SUBSCRIPTION AGREEMENT

For value received and subject to the terms and conditions set forth herein, ads-tec Energy PLC, a public limited company incorporated under the laws of Ireland (the “Company”), shall issue to [ ● ] (the “Subscriber”), and the Subscriber shall subscribe for from the Company, up to the Maximum Share Amount (as defined below) of duly authorized, validly issued, fully paid, and nonassessable ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of the Company, at a purchase price of $1.00 per Ordinary Share (subject to adjustment as provided herein, the “Exercise Price”). Certain capitalized terms used herein are defined in Section 1 hereof.

1. Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:

“AggregateExercise Price” means an amount equal to the product of (a) the number of Subscription Shares in respect of which the Subscriber is subscribing pursuant to Section 3 hereof, multiplied by (b) the Exercise Price.

“BusinessDay” means any day, except a Saturday, Sunday, or legal holiday, on which banking institutions in the city of New York, New York are authorized or obligated by law or executive order to close.

“ExerciseDate” means the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., Eastern time, on a Business Day, including, without limitation, the receipt by the Company of the Subscription Notice and the Aggregate Exercise Price.

“ExercisePeriod” has the meaning set forth in Section 2.

“ExercisePrice” has the meaning set forth in the preamble.

“MaximumShare Amount” means [ ● ] Ordinary Shares, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.

“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization, or government or department or agency thereof.

“SubscriptionShares” means the Ordinary Shares issuable upon delivery of a Subscription Notice.

2. Term. Subject to the terms and conditions hereof, at any time or from time to time after the date of this Agreement and prior to 5:00 p.m., Eastern time, on 31 December 2029, if such day is not a Business Day, on the next preceding Business Day (the “Exercise Period”), the Subscriber may subscribe for all or any part of the Subscription Shares issuable hereunder, up to the Maximum Share Amount (subject to adjustment as provided herein).

3. Exercise of Subscription.

(a) Exercise Procedure. Subscriber may subscribe, from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Subscription Shares, upon:

(i) Delivery of an exercise notice in the form attached hereto as Exhibit A, (each, a “Subscription Notice”), duly completed (including specifying the number of Subscription Shares to be subscribed for) and executed; and

(ii) payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).

(b) Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price.

(c) Delivery of Share Certificates. Upon receipt by the Company of the Subscription Notice and payment of the Aggregate Exercise Price (in accordance with Section 3(b) hereof), the Company shall, as promptly as practicable, and in any event within 10 Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Subscriber a certificate or certificates representing the Subscription Shares. The share certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Subscriber shall reasonably request in the Subscription Notice and shall be registered in the name of the Subscriber or, subject to compliance with Section 4 below, such other Person’s name as shall be designated in the Subscription Notice.

(d) Valid Issuance of Subscription Shares; Payment of Taxes. The Company hereby represents, covenants, and agrees:

(i) All Subscription Shares issuable pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Subscription Shares are, validly issued, fully paid, and non-assessable, issued without violation of any preemptive or similar rights of any shareholder of the Company and free and clear of all taxes, liens, and charges.

(ii) The Company shall make commercially reasonable efforts to ensure that all such Subscription Shares are issued without violation of any applicable law or governmental regulation or any requirements of any securities exchange upon which the Ordinary Shares or other securities constituting Subscription Shares may be listed at the time of such exercise (except for official notice of issuance, which shall be immediately delivered by the Company upon each such issuance).

(iii) The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issuance or delivery of Subscription Shares; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Subscription Shares to any Person other than the Subscriber, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.

(e) Reservation of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares or other securities constituting the Subscription Shares, solely for the purpose of issuance of the maximum number of Subscription Shares, and the par value per Subscription Share shall at all times be less than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Subscription Shares above the Exercise Price then in effect, and shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Ordinary Shares pursuant to this Agreement.

Transfer. This Agreement and all rights hereunder are not transferable, in whole or in part, by the Subscriber without the prior written consent of the Company; provided, however, that the Subscriber may, without the prior written consent of the Company, transfer or assign this Agreement and all rights hereunder, in whole or in part, to any affiliate of the Subscriber. Any such permitted transferee or assignee shall assume in writing all obligations of the Subscriber under this Agreement, shall provide to the Company such certifications and documentation as the Company may reasonably require to establish compliance with applicable securities laws (including, without limitation, a written certification that the transferee is not a U.S. Person and is not acquiring rights under this Agreement for the account or benefit of a U.S. Person), and the Subscriber shall promptly notify the Company of any such transfer or assignment. No transfer or assignment pursuant to this Section 4 shall relieve the Subscriber of its obligations hereunder unless expressly agreed by the Company in writing. No transfer or assignment of this Agreement or any rights hereunder shall be made except in compliance with all applicable securities laws, including the Securities Act. Any purported transfer in violation of this Section 4 shall be void and of no effect.

5. Subscriber Not Deemed a Shareholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the issuance to the Subscriber of the Subscription Shares to which the Subscriber is then entitled to receive, the Subscriber shall not be entitled to vote or receive dividends or be deemed the holder of any capitalized shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the Subscriber, as such, any of the rights of a shareholder of the Company or any right to vote, give, or withhold consent to any corporate action (whether any reorganization, issuance of shares, reclassification of shares, consolidation, merger, conveyance, or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Agreement shall be construed as imposing any liabilities on the Subscriber to purchase any securities or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

6. Compliance with the Securities Act.

(a) Agreement to Comply with the Securities Act; Legend. The Subscriber agrees that such Subscriber shall not offer, sell, or otherwise dispose of any Subscription Shares to be issued except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). All share certificates for Subscription Shares issued under this Agreement shall be stamped or imprinted with a legend in substantially the following form:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING THE OFFER AND SALE OF SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

(b) Representations of the Subscriber. The Subscriber specifically represents and warrants, as of the date hereof and as of each Exercise Date (except where a representation or warranty speaks as of a specific date), to the Company as follows:

(i) The Subscriber is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Subscriber is acquiring the Subscription Shares for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of the Subscription Shares, except pursuant to sales registered or exempted under the Securities Act.

(ii) The Subscriber understands and acknowledges that the Subscription Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Subscriber represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Notwithstanding the foregoing, the Company hereby covenants and agrees that, pursuant to a Registration Rights Agreement to be entered into between the Company and Subscriber in substantially the form attached as Exhibit B hereto, it shall file with the U.S. Securities and Exchange Commission one or more registration statements covering the resale of the Subscription Shares by Subscriber as soon as reasonably practicable after the filing of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “2025 Form 20-F”) and following the issuance of the Subscription Shares (each, a “Registration Statement”). Upon the effectiveness of any such Registration Statement, the Subscription Shares covered thereby shall no longer constitute “restricted securities” for purposes of the Securities Act, and the restrictive legend set forth in Section 6(a) shall no longer apply to such Subscription Shares and shall be removed.

(iii) The Subscriber acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Subscription Shares. The Subscriber has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Subscription Shares and the business, properties, prospects, and financial condition of the Company.

(c) Company Covenants. The Company covenants and agrees that (i) it shall refuse to register any transfer of the subscription rights or the Subscription Shares not made in accordance with the provisions of Securities Act, pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from registration under the Securities Act; (ii) it shall place or cause to be placed stop-transfer instructions with its transfer agent with respect to the subscription rights and the Subscription Shares to enforce the transfer restrictions set forth in this Agreement until such restrictions are no longer applicable; and (iii) it shall include the applicable legends set forth in Section 6(a) on all certificates or book-entry statements representing Subscription Shares issued upon exercise hereunder until such legends are no longer required under applicable law.

7. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent if to the Company, at the addresses indicated below and if to the Subscriber, at the address indicated on the signature page hereto (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7).

If to the Company:	ads-tec Energy PLC
	10 Earlsfort Terrace
	Dublin 2, D02 T380 Ireland
	Attention: Torsten Klee
	[email protected]
	ads-tec Energy GmbH
with copies to:	Heinrich-Hertz-Straße 1
	72622 Nürtingen, Germany
	Arthur Cox LLP
	Dublin 2, D02 T380 Ireland
	Attention: Connor Manning
	Email:<br>[email protected]

8. Cumulative Remedies. Except to the extent expressly provided in Section 5 to the contrary, the rights and remedies provided in this Agreement are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.

9. Equitable Relief. Each of the Company and the Subscriber acknowledges that a breach or threatened breach by such party of any of its obligations under this Agreement would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction.

10. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and any other documents, the statements in the body of this Agreement shall control.

11. Successor and Assigns. This Agreement and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of the Subscriber. Such successors or permitted assigns of the Subscriber shall be deemed to be a Subscriber for all purposes hereunder.

12. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Company and the Subscriber and their respective successors and, in the case of the Subscriber, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

13. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

14. Amendment and Modification. Waiver. Except as otherwise provided herein, this Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Subscriber of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Ireland without giving effect to any choice or conflict of law provision or rule (whether of Ireland or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of Ireland.

17. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the courts of Ireland, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

18. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

20. No Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date hereof.

THE COMPANY
ads-tec Energy PLC
By:
Name:	Torsten Klee
Title:	Chief Financial Officer
[ ● ]
---	---
By:
Name:	[ ● ]
Address:	[ ● ]
Phone:	[ ● ]
Email:	[ ● ]

EXHIBIT A

EXERCISE NOTICE

To: ads-tec Energy PLC, an Irish public limited company (the “Company”)

Dated:

The undersigned, pursuant to the provisions set forth in that certain Subscription Agreement, by and between the Company and the Subscriber dated as of ___________________ (the “Agreement”), hereby irrevocably elects to subscribe for ___________________ Subscription Shares covered by such Agreement and herewith makes payment of $___________________, representing the full exercise price for such Subscription Shares at the price of $1.00 per Subscription Share. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

The undersigned acknowledges that it has reviewed the representations and warranties set forth as Annex I to this Subscription Notice, which representations and warranties are incorporated herein by reference and by its signature below hereby makes such representations and warranties to the Company.

ACKNOWLEDGED AND AGREED TO BY
[ ● ]
By:
Name:	[ ● ]
Address:	[ ● ]
Phone:	[ ● ]
Email:	[ ● ]

Annex I

The undersigned hereby represents and warrants to the Company and acknowledges that: (i) it is an “accredited investor” as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (ii) the undersigned has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (iii) the undersigned has reviewed and evaluated all information necessary to assess the merits and risks of its investment in the Company and has had answered to its satisfaction any and all questions regarding such information, including with respect to the equity and debt capitalization of the Company; (iv) the undersigned is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (v) the undersigned is acquiring securities of the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (vi) other than as expressly set forth in the Agreement, neither the Company nor any of its representatives or agents has made any representation or warranty to the undersigned regarding the financial condition or prospects of the Company or otherwise relating to its investment in the Company; (vii) the offer and sale of the securities of the Company has not been registered under the Securities Act or securities laws of any jurisdiction and cannot be disposed of unless such offer and sale is subsequently registered or qualified under applicable securities laws (or exempt therefrom) and the provisions of this Subscription Notice have been complied with; (viii) to the extent applicable, the execution, delivery and performance of this Subscription Notice have been duly authorized by the undersigned and do not require the undersigned to obtain any material consent or approval that has not been obtained and do not contravene in any material respect or result in a default under any provision of any law or regulation applicable to the undersigned or other governing documents or any agreement or instrument to which the undersigned is a party or by which the undersigned is bound; (ix) the determination of the undersigned to subscribe for securities of the Company has been made by the undersigned independent of any other equity holder in the Company and independent of any statements or opinions as to the advisability of such subscription, which may have been made or given by any other equity holder or by any agent or employee of any other equity holder; (x) the undersigned is not subscribing for the securities of the Company pursuant to a general solicitation or general advertising; and (xi) this Subscription Notice is valid, binding and enforceable against the undersigned in accordance with its terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, or applicable equitable principles (whether considered in proceeding at law or in equity).

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.5

THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”)RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO A PERSON WHICH IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANTTO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTIONAGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAYBE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THEPROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANTTO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASEONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

SUBSCRIPTION AGREEMENT

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:

“ExercisePeriod” has the meaning set forth in Section 2.

“ExercisePrice” has the meaning set forth in the preamble.

“SubscriptionShares” means the Ordinary Shares issuable upon delivery of a Subscription Notice.

Term. Subject to the terms and conditions hereof, at any time or from time to time after the date of this Agreement and prior to 5:00 p.m., Eastern time, on 31 December 2029, if such day is not a Business Day, on the next preceding Business Day (the “Exercise Period”), the Subscriber may subscribe for all or any part of the Subscription Shares issuable hereunder, up to the Maximum Share Amount (subject to adjustment as provided herein).
Exercise of Subscription.

(a) Exercise Procedure. Subscriber may subscribe, from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Subscription Shares, upon:

(ii) payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b).

(d) Valid Issuance of Subscription Shares; Payment of Taxes. The Company hereby represents, covenants, and agrees:

(iv) The Subscription Shares have not been, and unless and until such time as a Subscription Notice is validly delivered to the Company will not be, allotted (within the meaning of section 70(6) of the Companies Act 2014 of Ireland, as amended) by the directors of the Company.

(v) Neither the Company nor any of its affiliates, nor any Person acting on its or their behalf, has engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to this Agreement, the subscription rights hereunder, or the Subscription Shares, and the Company and such Persons have complied and will comply with the offering restrictions requirement of Regulation S.

(vi) Neither the Company nor any of its affiliates, nor any Person acting on its or their behalf, has made or will make offers or sales of the subscription rights or the Subscription Shares by means of any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in the United States.

(vii) Assuming the accuracy of the representations and warranties of the Subscriber set forth in Section 6(b) of this Agreement and in Annex I to each Subscription Notice, the offer, sale and issuance of the subscription rights and the Subscription Shares to the Subscriber in the manner contemplated by this Agreement are exempt from the registration requirements of the Securities Act pursuant to Regulation S.

Transfer. This Agreement and all rights hereunder are not transferable, in whole or in part, by the Subscriber without the prior written consent of the Company; provided, however, that the Subscriber may, without the prior written consent of the Company, transfer or assign this Agreement and all rights hereunder, in whole or in part, to any affiliate of UFI Capital AS. Any such permitted transferee or assignee shall assume in writing all obligations of the Subscriber under this Agreement, shall provide to the Company such certifications and documentation as the Company may reasonably require to establish compliance with Regulation S and applicable securities laws (including, without limitation, a written certification that the transferee is not a U.S. Person and is not acquiring rights under this Agreement for the account or benefit of a U.S. Person), and the Subscriber shall promptly notify the Company of any such transfer or assignment. No transfer or assignment pursuant to this Section 4 shall relieve the Subscriber of its obligations hereunder unless expressly agreed by the Company in writing. No transfer or assignment of this Agreement or any rights hereunder shall be made except in compliance with all applicable securities laws, including Regulation S and the Securities Act. Any purported transfer in violation of this Section 4 shall be void and of no effect.

3
Subscriber Not Deemed a Shareholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the issuance to the Subscriber of the Subscription Shares to which the Subscriber is then entitled to receive, the Subscriber shall not be entitled to vote or receive dividends or be deemed the holder of any capitalized shares of the Company for any purpose, nor shall anything contained in this Agreement be construed to confer upon the Subscriber, as such, any of the rights of a shareholder of the Company or any right to vote, give, or withhold consent to any corporate action (whether any reorganization, issuance of shares, reclassification of shares, consolidation, merger, conveyance, or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Agreement shall be construed as imposing any liabilities on the Subscriber to purchase any securities or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
Compliance with the Securities Act.

(a) Regulation S Compliance; Legends. The Subscriber agrees that it shall not offer, sell, or otherwise dispose of any Subscription Shares except (I) in accordance with the provisions of Regulation S promulgated under the Securities Act of 1933, as amended (the “SecuritiesAct”), (II) pursuant to an effective registration statement under the Securities Act, or (III) pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case only in accordance with applicable state and foreign securities laws. This Agreement and all share certificates (or book-entry statements) for Subscription Shares issued under this Agreement shall bear or be endorsed with the following legends, in addition to any other legend required by applicable law:

THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.

TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THIS SUBSCRIPTION RIGHT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON UNLESS THE SUBSCRIPTION SHARES ISSUABLE UPON SUCH EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT TO SUCH EFFECT.

(i) The Subscriber is not a U.S. Person (as defined in Rule 902(k) of Regulation S) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company. The Subscriber is not acquiring the subscription rights or the Subscription Shares for the account or benefit of a U.S. Person. The Subscriber is acquiring the subscription rights and the Subscription Shares for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act and in compliance with applicable securities laws.

(ii) The Subscriber understands and acknowledges that the Subscription Shares to be issued upon exercise hereof may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Subscriber represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(iii) The Company hereby covenants and agrees that, pursuant to a Registration Rights Agreement to be entered into between the Company and Subscriber in substantially the form attached as Exhibit B hereto, it shall file with the U.S. Securities and Exchange Commission one or more registration statements covering the resale of the Subscription Shares by Subscriber as soon as reasonably practicable after the filing of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “2025 Form 20-F”) and following the issuance of the Subscription Shares hereunder (each, a “Registration Statement”). Upon the effectiveness of any such Registration Statement, the restrictive legend set forth in Section 6(a) shall no longer apply to such Subscription Shares and shall be removed.

(iv) The Subscriber acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Subscription Shares. The Subscriber has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Subscription Shares and the business, properties, prospects, and financial condition of the Company.

(v) At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Subscriber was outside of the United States.

(vi) The Subscriber will not, during the applicable Distribution Compliance Period following each Exercise Date, offer, sell, pledge, or otherwise transfer any Subscription Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, except pursuant to registration under the Securities Act or an available exemption therefrom that is consistent with Regulation S.

(vii) The Subscriber was not, at the time of execution of this Agreement, located in the United States and has not engaged in, and prior to the expiration of the applicable Distribution Compliance Period will not engage in, any short selling of or any hedging transaction with respect to the Ordinary Shares or the Subscription Shares, including, without limitation, any put, call, or other option transaction, option writing, or equity swap.

(viii) Neither the Subscriber nor any Person acting on its behalf has engaged, nor will engage, in any directed selling efforts (as defined in Regulation S) in the United States with respect to the subscription rights or the Subscription Shares, and the Subscriber and any Person acting on its behalf have complied and will comply with the offering restrictions requirements of Regulation S.

(ix) The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

(x) Neither the Subscriber nor any Person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories, or possessions for any of the subscription rights or the Subscription Shares.

(c) Company Covenants. The Company covenants and agrees that (i) it shall refuse to register any transfer of the subscription rights or the Subscription Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from registration under the Securities Act; (ii) it shall place or cause to be placed stop-transfer instructions with its transfer agent with respect to the subscription rights and the Subscription Shares to enforce the transfer restrictions set forth in this Agreement until such restrictions are no longer applicable; and (iii) it shall include the applicable legends set forth in Section 6(a) on all certificates or book-entry statements representing Subscription Shares issued upon exercise hereunder until such legends are no longer required under applicable law.

(d) Distribution Compliance Period Restrictions. During the Distribution Compliance Period applicable to any Subscription Shares, the Company shall not, and shall cause its transfer agent not to, register any transfer of such Subscription Shares unless such transfer is made (i) in accordance with Regulation S, (ii) pursuant to an effective registration statement under the Securities Act, or (iii) pursuant to an available exemption from registration and the Company has received an opinion of counsel reasonably satisfactory to it to such effect.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent if to the Company, at the addresses indicated below and if to the Subscriber, at the address indicated on the signature page hereto (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7).

If to the Company:	ads-tec Energy PLC
	10 Earlsfort Terrace
	Dublin 2, D02 T380 Ireland
	Attention: Torsten Klee
	[email protected]
with copies to:	ads-tec Energy GmbH
	Heinrich-Hertz-Straße 1
	72622 Nürtingen, Germany
	Arthur Cox LLP
	Dublin 2, D02 T380 Ireland
	Attention: Connor Manning
	Email: [email protected]

Cumulative Remedies. Except to the extent expressly provided in Section 5 to the contrary, the rights and remedies provided in this Agreement are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.
Equitable Relief. Each of the Company and the Subscriber acknowledges that a breach or threatened breach by such party of any of its obligations under this Agreement would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction.
Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and any other documents, the statements in the body of this Agreement shall control.
Successor and Assigns. This Agreement and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of the Subscriber. Such successors or permitted assigns of the Subscriber shall be deemed to be a Subscriber for all purposes hereunder.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Company and the Subscriber and their respective successors and, in the case of the Subscriber, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

7
Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Amendment and Modification. Waiver. Except as otherwise provided herein, this Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Subscriber of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Ireland without giving effect to any choice or conflict of law provision or rule (whether of Ireland or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of Ireland.
Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the courts of Ireland, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
Waiver of Jury Trial. Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
No Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date hereof.

THE COMPANY
ads-tec Energy PLC
By:
Name:	Torsten Klee
Title:	Chief Financial Officer
[ ● ]
---	---
By:
Name:	[ ● ]
Title:	[ ● ]
Address:	[ ● ]
Email:	[ ● ]

EXHIBIT A

EXERCISE NOTICE

To:	ads-tec Energy PLC, an Irish public limited company (the “Company”)

Dated:______________________________________________________________________________

The undersigned, pursuant to the provisions set forth in that certain Subscription Agreement, by and between the Company and the Subscriber dated as of

[ ● ] (the “Agreement”), hereby irrevocably elects to subscribe for_________________ Subscription Shares covered by such Agreement and herewith makes payment of $_______________ , representing the full exercise price for such Subscription Shares at the price of $1.00 per Subscription Share. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

The undersigned hereby certifies that:

(a) The undersigned is not a U.S. Person (as defined in Rule 902(k) of Regulation S promulgated under the Securities Act of 1933, as amended) and is not exercising the subscription rights for the account or benefit of a U.S. Person;

(b) This exercise is being effected in an offshore transaction (within the meaning of Regulation S) outside the United States;

(c) The Subscription Shares issuable upon this exercise will not be delivered to an address in the United States or credited to an account maintained with a broker-dealer or other financial intermediary located in the United States; and

(d) The undersigned is not exercising the subscription rights as part of a plan or scheme to evade the registration requirements of the Securities Act.

ACKNOWLEDGED AND AGREED TO BY
[ ● ]
By:
Name:	[ ● ]
Title:	[ ● ]
Address:	[ ● ]
Email:	[ ● ]

Annex I

The undersigned hereby represents and warrants to the Company and acknowledges that: (i) it is not a “US Person” as such term is defined in Rule 902(k) promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (ii) the undersigned has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (iii) the undersigned has reviewed and evaluated all information necessary to assess the merits and risks of its investment in the Company and has had answered to its satisfaction any and all questions regarding such information, including with respect to the equity and debt capitalization of the Company; (iv) the undersigned is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (v) the undersigned is acquiring securities of the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (vi) other than as expressly set forth in the Agreement, neither the Company nor any of its representatives or agents has made any representation or warranty to the undersigned regarding the financial condition or prospects of the Company or otherwise relating to its investment in the Company; (vii) the offer and sale of the securities of the Company has not been registered under the Securities Act or securities laws of any jurisdiction and cannot be disposed of unless such offer and sale is subsequently registered or qualified under applicable securities laws (or exempt therefrom) and the provisions of this Subscription Notice have been complied with; (viii) to the extent applicable, the execution, delivery and performance of this Subscription Notice have been duly authorized by the undersigned and do not require the undersigned to obtain any material consent or approval that has not been obtained and do not contravene in any material respect or result in a default under any provision of any law or regulation applicable to the undersigned or other governing documents or any agreement or instrument to which the undersigned is a party or by which the undersigned is bound; (ix) the determination of the undersigned to subscribe for securities of the Company has been made by the undersigned independent of any other equity holder in the Company and independent of any statements or opinions as to the advisability of such subscription, which may have been made or given by any other equity holder or by any agent or employee of any other equity holder; (x) the undersigned is not subscribing for the securities of the Company pursuant to a general solicitation or general advertising; (xi) this exercise is being effected in an offshore transaction (within the meaning of Regulation S) outside the United States; (xii) the undersigned will not, during the Distribution Compliance Period (as defined in the Agreement), offer, sell, pledge, or otherwise transfer the Subscription Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, except pursuant to registration under the Securities Act or an available exemption therefrom that is consistent with Regulation S; (xiii) the undersigned has not engaged in, and prior to the expiration of the applicable Distribution Compliance Period will not engage in, any short selling of or any hedging transaction with respect to the Ordinary Shares or the Subscription Shares; (xiv) neither the undersigned nor any Person acting on its behalf has engaged, nor will engage, in any directed selling efforts (as defined in Regulation S) in the United States with respect to the subscription rights or the Subscription Shares; (xv) this exercise has not been pre-arranged with a buyer located in the United States or with a U.S. Person, and is not part of a plan or scheme to evade the registration requirements of the Securities Act; and (xvi) this Subscription Notice is valid, binding and enforceable against the undersigned in accordance with its terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, or applicable equitable principles (whether considered in proceeding at law or in equity).

Exhibit B

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.6

[Exhibit B]

FORM OF REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], by and among (i) ads-tec Energy PLC, a public limited company incorporated under the laws of Ireland (the “Company”), and (ii) the parties listed on Schedule A hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement or the Joinder Agreement, a “Holder” and collectively, the “Holders”). Certain capitalized terms used and not otherwise defined herein are defined in Article 1 hereof.

RECITALS

WHEREAS, pursuant to one or more subscription agreements (each, a “Subscription Agreement”) with certain investors, the Company has agreed to provide the Holders with certain registration rights with respect to the Ordinary Shares issued or issuable thereunder (the “Subscription Shares”); and

WHEREAS, the parties hereto desire to enter into this Agreement to set forth the registration rights of the Holders on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article 1.

DEFINITIONS

1.1 Definitions. The terms defined in this Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble hereto.

“Block Trade” means an offering or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Board” shall mean the Board of Directors of the Company.

“Business Day” means any day, except a Saturday, Sunday, or legal holiday, on which banking institutions in the city of New York, New York are authorized or obligated by law or executive order to close.

“Commission” shall mean the United States Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble hereto.

“Company Shelf Takedown Notice” shall have the meaning given in Section 2.1.4.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended from time to time.

“Form F-3” shall have the meaning given in Section 2.1.

“Holders” shall have the meaning given in the Preamble hereto.

“Joinder Agreement” shall mean a joinder agreement substantially in the form attached hereto as Exhibit A.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement not misleading or, in the case of a Prospectus, not misleading in the light of the circumstances under which they were made.

“Ordinary Shares” shall mean the ordinary shares of the Company, with par value of $0.0001 each.

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities under this Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) the Subscription Shares (as defined in the applicable Subscription Agreement), (b) any other Ordinary Shares which [ ● ] or any affiliate of, any entity directly or indirectly controlling, controlled by, or under common control with, or managed or advised by, [ ● ] owns as of the date hereof, (c) any Ordinary Shares issued or issuable upon conversion, exchange or exercise of any securities included in clauses (a) and (b) above or (d) any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of securities included in clauses (a) and (b) above; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act and such securities are eligible for resale pursuant to Rule 144 without volume or manner of sale restrictions; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker, dealer or Underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses relating to a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters, if any, in connection with blue sky qualifications of Registrable Securities);

(D) reasonable fees and disbursements of counsel for the Company; and

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended from time to time.

“Subscription Agreement” shall have the meaning given in the Recitals hereto.

“Shelf Takedown Notice” shall have the meaning given in Section 2.1.4.

“Shelf Underwritten Offering” shall have the meaning given in Section 2.1.4.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to one or more Underwriters in a firm commitment underwriting for distribution to the public.

Article 2.REGISTRATIONS

2.1 Resale Shelf Registration Rights.

2.1.1 Shelf Registration Statement Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be prepared and filed with the Commission, as soon as reasonably practicable after the filing of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, one or more Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor rule thereto registering the resale from time to time by each Holder of all of the Registrable Securities held by such Holder (each, a “Resale Shelf Registration Statement”). Each Resale Shelf Registration Statement shall be on Form F-3 (“FormF-3”) (or if Form F-3 is not available to be used by the Company at such time, on Form F-1 or another appropriate form permitting Registration of such Registrable Securities for resale). The Company shall use commercially reasonable efforts to cause each Resale Shelf Registration Statement to be declared effective as soon as practicable after filing. Because the Subscription Agreements permit exercises and issuances from time to time, the Company acknowledges that it may be required to file additional Resale Shelf Registration Statements, post-effective amendments or supplements to cover Registrable Securities issued after the date of any previously filed Resale Shelf Registration Statement, or to add additional Holders who become parties to this Agreement by Joinder Agreement. Once effective, the Company shall use commercially reasonable best efforts to keep each Resale Shelf Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all times until all Registrable Securities covered by such Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or have ceased to be Registrable Securities. Each Registration Statement filed with the Commission pursuant to this Section 2.1.1 shall contain a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement (subject to the restrictions provided below), and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, the Holders. If a Resale Shelf Registration Statement is filed on Form F-1, then promptly following the date upon which the Company becomes eligible to use a Registration Statement on Form F-3, the Company shall file a post-effective amendment on Form F-3 to such Resale Shelf Registration Statement.

2.1.2 Notification and Distribution of Materials. The Company shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement as soon as practicable, and in any event within one (1) Business Day after the Resale Shelf Registration Statement becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.

2.1.3 Amendments and Supplements. Subject to the provisions of Section 2.1.1, the Company shall promptly prepare and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities. If any Resale Shelf Registration Statement filed pursuant to Section 2.1.1 is filed on Form F-3 and thereafter the Company becomes ineligible to use Form F-3 for secondary sales, the Company shall (i) promptly, and in any event within five (5) Business Days, notify the Holders of such ineligibility, and (ii) use its reasonable best efforts to file a shelf registration on an appropriate form as promptly as practicable to replace the shelf registration statement on Form F-3 and have such replacement Resale Shelf Registration Statement declared effective as promptly as practicable and to cause such replacement Resale Shelf Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, that another Resale Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities; provided, however, that at any time the Company once again becomes eligible to use Form F-3, the Company shall cause such replacement Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is once again on Form F-3 and shall use its commercially reasonable best efforts to promptly cause such amendment or replacement Registration Statement to be declared effective without undue delay. Any lapse in the effectiveness of a Resale Shelf Registration Statement resulting from the Company’s loss of Form F-3 eligibility shall be cured by the Company as soon as reasonably practicable, and the Company shall take all commercially reasonable actions necessary to minimize the duration and adverse impact of any such lapse on the Holders’ ability to resell their Registrable Securities.

2.1.4 Shelf Underwritten Offering. At any time and from time to time following the effectiveness of the Resale Shelf Registration Statement required by Section 2.1.1, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered pursuant to such shelf registration statement, including a Block Trade (a “Shelf Underwritten Offering”), provided that such Holder(s) (a) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering; provided, further, that no Holder or group of Holders shall be entitled to request more than two (2) Shelf Underwritten Offerings pursuant to this Section 2.1.4 during any twelve (12)-month period. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within three (3) days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.3. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the Holders, after consultation with the Company, and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this Section 2.1.4, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the Company.

2.2 Restrictions on Registration Rights. If during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of a Company-initiated Registration, the Company continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective and (A) the Holders have requested an Underwritten Offering and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (B) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board or another authorized representative of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than forty-five (45) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

2.3 Block Trades. Notwithstanding any other provision of this Section 2.3, but subject to Sections 2.2 and 3.4, if the Holders desire to effect a Block Trade in which such Holders (a) reasonably expect to sell Registrable Securities yielding aggregate gross proceeds in excess of $25,000,000 from such Block Trade or (b) reasonably expect to sell all of the Registrable Securities held by such Holders in such Block Trade, then notwithstanding any other time periods in this Section 2.3, the Holders shall provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade will commence. As expeditiously as possible, the Company shall use its reasonable best efforts to facilitate such Block Trade. The Holders shall use reasonable best efforts to work with the Company and the Underwriters (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade) in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade and any related due diligence and comfort procedures. In the event of a Block Trade, and after consultation with the Company, the Holders shall determine the maximum number of Registrable Securities, the underwriter or underwriters and share price of such offering.

Article 3.COMPANY PROCEDURES

3.1 General Procedures. If at any time on or after the date hereof the Company is required to effect the Registration of Registrable Securities, the Company shall use its commercially reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as reasonably possible:

3.1.1 prepare and file with the Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by fifty percent (50%) or more of the Holders (the “majority-in-interest”) with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (other than by way of a document incorporated by reference into such Registration Statement or Prospectus) furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriters to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter(s) may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, in the event of an Underwritten Offering, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter(s) of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s) in any Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by, the Holders in connection with such Registration.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, determined in good faith by the Company to be reasonably necessary for such purpose; provided, however, that the Company shall use its commercially reasonable best efforts to eliminate the circumstances giving rise to such delay or suspension as promptly as practicable, and provided further that the aggregate duration of all such delays and suspensions pursuant to this Section 3.4 shall not exceed sixty (60) days in any rolling 12-month period, absent the prior written consent of the Holders holding a majority-in-interest of the Registrable Securities. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to the Company), including providing any customary legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Article 4.INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, the Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder. Notwithstanding the foregoing, the indemnity agreement contained in this Section 4.1.1 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) and any other Holder of Registrable Securities participating in the Registration, against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which he, she or it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability except in the case of fraud or willful misconduct by such Holder as determined by a court of competent jurisdiction, evidenced by a final non-appealable order. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article 5.MISCELLANEOUS

5.1 Notices. All notices, demands, requests, consents, approvals or waivers and other communications required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery (i) in person, (ii) by e-mail (having obtained electronic delivery confirmation thereof), (iii) by reputable, nationally recognized overnight courier service, or (iv) by registered or certified mail, pre-paid and return receipt requested, provided, however, that notice given pursuant to clauses (iii) and (iv) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (having obtained electronic delivery confirmation thereof); in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

To the Company:

ads-tec Energy plc

10 Earlsfort Terrace

Dublin 2

D02 T380, Ireland

Attn: Torsten Klee

Email: [email protected]

To a Holder: to the address set forth beside such Holder’s name on Schedule A hereto.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 No Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee assumes such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of a Joinder Agreement agreeing to be bound by the terms and conditions of this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable Securities.

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

5.4 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.5 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

5.6 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York, in each case, located in the city of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

5.7 WAIVER OF TRIAL BY JURY. EACH PARTYHEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHERBASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY,OR THE ACTIONS OF THE HOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

5.8 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. Any amendment, termination, or waiver effected in accordance with this Section 5.8 shall be binding on each party hereto and all of such party’s successors and permitted assigns, regardless of whether or not any such party, successor or assignee entered into or approved such amendment, termination, or waiver.

5.9 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

5.10 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

5.11 Remedies Cumulative. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

5.12 Term. This Agreement shall terminate upon the date as of which no Registrable Securities remain outstanding. The provisions of Article 4 shall survive any termination.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:
ADS-TEC ENERGY PLC
By:
Name:	[●]
Title:	[●]
HOLDER:
[HOLDER NAME]
By:
Name:	[●]
Title:	[●]

SCHEDULE A

HOLDERS

Holder / Address / Number of Registrable Securities

[To be completed for each Holder at the time of execution or joinder]

EXHIBIT A

FORM OF JOINDER AGREEMENT

This Joinder Agreement (this “Joinder”) is made as of [●] by the undersigned (the “New Holder”) in connection with that certain Form of Registration Rights Agreement, dated as of [●] (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among ads-tec Energy PLC and the Holders party thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

The New Holder hereby acknowledges, agrees, and confirms that, by its execution of this Joinder, the New Holder shall be deemed to be a party to the Agreement as of the date hereof and shall have all of the rights and obligations of a “Holder” thereunder as if it had executed the Agreement. The New Holder hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions, and conditions contained in the Agreement.

[NEW HOLDER]
By:
Name:	[●]
Title:	[●]
Address for Notices: [●]
Number of Registrable Securities: [●]
Accepted and agreed:
ADS-TEC ENERGY PLC
By:
Name:	[●]
Title:	[●]

Exhibit 10.7

SECURITIES CANCELLATION AGREEMENT

This Securities Cancellation Agreement (this “Agreement”), dated as of May 8, 2026, is entered into by and between TheLucerne Capital Master Fund, L.P., a Cayman Islands limited partnership (the “Securities Holder”), and ADS-TECEnergy PLC, a public limited company incorporated in Ireland (the “Company”).

RECITALS

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of April 2, 2026, by and between the Securities Holder and AIMF SPV LLC, a Texas limited liability company (“AIMF SPV”), the Securities Holder acquired warrants (the “AIMF Warrants”) to acquire, after adjustment, 712,641 Ordinary Shares, par value $0.01 per share (“Ordinary Shares”), of the Company at an exercise price of $10.31 per Ordinary Share, together with all of the Securities Holder’s rights under the Securities Purchase Agreement, dated as of May 1, 2025, between the Company on the one part and AIMF SPV, AEMF SPV and AOMF SPV on the other part (the “May 2025 SPA”) and the other Transaction Documents (as defined therein), for an aggregate purchase price of $4,289,999.21 (the “AIMF Purchase Price”);

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of April 2, 2026, by and between the Securities Holder and AEMF SPV LLC, a Texas limited liability company (“AEMF SPV”), the Securities Holder acquired warrants (the “AEMF Warrants”) to acquire, after adjustment, 201,001 Ordinary Shares of the Company at an exercise price of $10.31 per Ordinary Share, together with all of the Securities Holder’s rights under the May 2025 SPA and the other Transaction Documents (as defined therein), for an aggregate purchase price of $1,210,000.79 (the “AEMF Purchase Price”);

WHEREAS, pursuant to that certain Warrant Purchase Agreement (the “WPA”, dated as of April 6, 2026, by and between the Securities Holder and Alto Opportunity Master Fund SPC – Master Segregated Portfolio B, a Cayman Islands exempted company (“AOMF SPC”), the Securities Holder acquired warrants (the “AOMF Warrants” and together with the AIMF Warrants and the AEMF Warrants, the “Warrants”) to acquire, after adjustment, 913,642 Ordinary Shares of the Company at an exercise price of $10.31 per Ordinary Share, together with all of the Securities Holder’s rights under the May 2025 SPA (save to the extent retained by the Securities Holder pursuant to clause 5.6 of the WPA) and the other Transaction Documents (as defined therein), for an aggregate purchase price of $7,000,000 (the “AOMF Purchase Price”);

WHEREAS, pursuant to the above Securities Purchase Agreements, the Securities Holder incurred additional closing costs in the amount of $56,857.89 (the “Closing Costs”);

WHEREAS, the parties wish to cancel all of the Warrants and all rights, title and interest of the Securities Holder under the May 2025 SPA and the other Transaction Documents (collectively, the “Purchased Rights”) on the terms and conditions set out in this Agreement.

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NOW,THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1: Cancellation of the Warrants and Rights.

(a)	Agreementto Cancel. Subject to the terms and conditions hereof, at the Closing (as defined below), the Purchased Rights are hereby<br>cancelled and released, in exchange for the payment in full in cash of the aggregate cancellation price of $12,556,857.89 by the Company<br>(the “Purchase Price”), representing the sum of the AIMF Purchase Price and the AEMF Purchase Price and the AOMF Purchase<br>Price and the Closing Costs.
(b)	*Closing.*The closing of the cancellation and release of the Warrants and Purchased Rights by the Company (the “Closing”)<br>shall take place on the fifth (5th) business day following the date hereof, or otherwise as soon as practicable thereafter on a date<br>as shall be agreed by the Company and the Securities Holder and the Closing may take place over multiple dates and prorated in terms<br>of the Purchase Price and cancellation and release of Warrants and Purchase Rights. At the Closing, or each Closing (1) the Purchase<br>Price shall be paid by the Company to the Securities Holderby wire transfer of immediately available funds to the account designated<br>by the Securities Holder, and (2) the Warrants and all Purchased Rights shall be delivered to the Company free and clear of any and all<br>liens, pledges, security interests and other encumbrances.
---	---
(c)	DeemedCancellation. Nothing in this Agreement shall operate to convey or transfer any property or rights in respect of the Warrants<br>or Purchased Rights, or to grant any new rights to the Warrants or Purchased Rights. Upon receipt by the Securities Holder (or such other<br>person(s) as the Securities Holder may in its discretion nominate) of the Purchase Price, the Closing shall be completed and the Warrants<br>and Purchased Rights shall be deemed cancelled and released for all purposes, and the Securities Holder shall have no further interest<br>in the Warrants or Purchased Rights and the Company shall have no obligations in respect of the Warrants or Purchased Rights.
---	---

SECTION 2: Representations and Warranties of the Securities Holder.

The Securities Holder hereby represents and warrants to the Company as follows as of the date hereof:

(a)	The Securities Holder is duly formed, validly existing and<br>in good standing under the laws of the Cayman Islands.
(b)	This Agreement has been duly and validly authorized, executed<br>and delivered by the Securities Holder and constitutes a valid and binding obligation of the Securities Holder, enforceable against the<br>Securities Holder in accordance with its terms.
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Page 2 of 5

(c)	The Securities Holder is the lawful record and beneficial<br>owner of the Warrants and all Purchased Rights, free and clear of any encumbrances, security interests, liens, pledges, charges, options,<br>or rights of first refusal.
(d)	The Securities Holder has not sold, distributed, pledged<br>or otherwise transferred all or any portion of, or any interest in, the Warrants or the Purchased Rights, nor agreed to do so.
---	---

SECTION 3: Representations and Warranties of the Company.

The Company hereby represents and warrants to the Securities Holder as follows as of the date hereof:

(a)	The Company is duly formed, validly existing and in good standing under the laws<br>of Ireland.
(b)	This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes<br>a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
---	---

SECTION 4: Miscellaneous.

(a)	Expenses. Each party shall be responsible for its own<br>costs and expenses.
(b)	Governing Law. This<br>Agreement shall be governed by and construed under the law of the State of New York without regard to its choice of law provisions.
---	---
(c)	Counterparts.<br>This Agreement may be executed in counterparts, each of which when so executed and delivered shall be deemed to be an original and all<br>of which together shall be deemed to be one and the same agreement.
---	---
(d)	Entire Agreement; Waiver; Amendment.<br>This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior<br>agreements. Neither this Agreement nor any provision hereof shall be waived, amended, modified, changed, discharged or terminated except<br>by an instrument in writing, signed by the party against whom any waiver, amendment, modification, change, discharge or termination is<br>sought.
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(e)	Successors and Assigns.<br>This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither<br>party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
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IN WITNESS WHEREOF, the parties have executed this Agreementas of the date first above written.

THE LUCERNE CAPITAL MASTER FUND, L.P.
By: Lucerne Genpar Fund, LLC, its general partner
By:	/s/ Patrick Moroney
Name:	Patrick Moroney
Title:	Managing Member

Page 4 of 5

ADS-TEC ENERGY PLC
By:	/s/ Torsten Klee
Name:	Torsten Klee
Title:	Chief Financial Officer
Date:	8 May 2026

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