Exhibit
4.7


 


AMENDED
AND RESTATED WARRANT AGREEMENT


 


THIS
AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between ADS-TEC
ENERGY PLC, an Irish public limited company duly incorporated under the laws of Ireland (the “Company”), European
Sustainable Growth Acquisition Corp., a Cayman Islands exempted company (“EUSG”), and Continental Stock Transfer
& Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein
as the “Transfer Agent”).


 


WHEREAS,
EUSG and the Warrant Agent are parties to that certain Warrant Agreement dated as of January 26, 2021 (the “Existing Warrant
Agreement”);


 


WHEREAS,
in accordance with Section 9.8(ii) of the Existing Warrant Agreement, EUSG and the Warrant Agent agree that the Existing Warrant Agreement
shall remain in full force and effect subject at all times to its amendment and restatement as contemplated hereunder;


 


WHEREAS,
as part of its initial public offering (the “Offering”), EUSG issued 11,562,500 warrants, including (i) 7,187,500
warrants sold by EUSG to the public (the “Public Warrants”) and (ii) 4,375,000 warrants (the “Private
Placement Warrants”, and together with the Public Warrants, the “EUSG Warrants”) sold by EUSG
to LRT Capital1 LLC, a Delaware limited liability company (the “Sponsor”) and the underwriters in the Offering
(the “Underwriters”), in each case, on the terms and conditions set forth in the Existing Warrant Agreement;


 


WHEREAS,
on August 10, 2021, the Company, EUSG, EUSG II Corporation, a Cayman Islands exempted company, ads-tec Energy GmbH, based in Nürtingen
and entered in the commercial register of the Stuttgart Local Court under HRB 762810 (“ADSE”), Bosch Thermotechnik
GmbH, based in Wetzlar and entered in the commercial register of the Wetzlar Local Court under HRB 13 (“Bosch”)
and ads-tec Holding GmbH, based in Nürtingen and entered in the commercial register of the Stuttgart Local Court under HRB 224527
(“ADSH”, together with Bosch, the “Sellers”), entered into that certain Business Combination Agreement
(the “Business Combination Agreement”);


 


WHEREAS,
upon the terms and subject to the conditions of the Business Combination Agreement, inter alia, the Sellers shall transfer all the equity
interest of ADSE to the Company for good and valuable consideration, so that ADSE shall become a wholly-owned subsidiary of the Company,
(such transfer, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”);


 


WHEREAS,
by virtue of the Merger and without any action on the part of the parties to the Business Combination Agreement or any of their respective
shareholders, as contemplated by Section 4.4 of the Existing Warrant Agreement, each of the issued and outstanding EUSG Warrants shall
remain outstanding and be automatically adjusted, as a result of which (i) the EUSG Warrants issued thereunder will no longer be exercisable
for shares of Class A Ordinary Shares, par value $0.0001 of EUSG (the “EUSG Class A Ordinary Shares”) but instead
will be exercisable (subject to the terms and conditions of this Agreement) for a number of ordinary shares, $0.0001 par value per share,
of the Company (the “Ordinary Shares”) equal to the number of EUSG Class A Ordinary Shares for which such EUSG
Warrants were exercisable immediately prior to the Transactions subject to adjustment as described herein (such EUSG Warrants as so adjusted
and amended, the “Warrants”); and the Warrants shall be assumed by the Company;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance or automatic adjustment by virtue of the Merger, registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued or automatically
adjusted by virtue of the Merger and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant
Agent, and the holders of the Warrants; and


 






     


     


    

 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and
to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Assumption. By virtue of the Merger, the Company hereby assumes and agrees to pay, perform, satisfy and discharge in full, as
the same become due, all of EUGS’s liabilities and obligations under the Existing Warrant Agreement and the Warrants (each as amended
hereby) arising from and after the effective time of the Merger (the “Effective Time”).


 


2.
Consent. The Warrant Agent hereby consents to the assumption of the Existing Warrant Agreement and the Warrants by the Company
from EUSG pursuant to Section 1 hereof, effective as of the Effective Time, and the continuation of the Existing Warrant Agreement and
the Warrants (each as amended hereby) in full force and effect from and after the Effective Time, subject at all times to this Agreement
and to all of the provisions, covenants, agreements, terms and conditions of this Agreement.


 


3.
Warrants.


 


3.1
Form of Warrant. Each Warrant shall be held in registered form only, and, if a physical certificate is delivered, shall be in
substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the
facsimile signature of, the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, Treasurer or other
principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant certificate shall
have ceased to serve in the capacity in which such person signed the Warrant certificate before such Warrant certificate is delivered,
it may be delivered with the same effect as if he or she had not ceased to be such at the date of delivery.


 


3.2
Effect of Countersignature. If a physical certificate is delivered, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


3.3
Registration.


 


3.3.1
Warrant Register.


 


(a)
The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance or
automatic adjustment and the registration of transfer of the Warrants. Upon the initial issuance or automatic adjustment of the Warrants,
the Warrant Agent shall register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or
more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust
Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership
of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with
the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).


 






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(b)
If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct
the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible
for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company
shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with
appropriate insertions, modifications and omissions, as provided above.


 


3.3.2
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


3.4
[RESERVED].


 


3.5
No Fractional Warrants. The Company shall not issue fractional Warrants. If a holder of Warrants would be entitled to receive
a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to, or automatically
adjusted in favor of, such holder.


 


3.6
Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they
are held by the initial purchasers or any of their respective Permitted Transferees (as defined below), as applicable, the Private Placement
Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to Section 4.3.1(c) hereof, (ii) may not be transferred,
assigned or sold until 30 days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall
not be redeemable by the Company; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary
Shares held by the initial purchasers or any of their respective Permitted Transferees, as applicable, and issued upon exercise of the
Private Placement Warrants may be transferred by the holders thereof:


 


3.6.1
to the Company’s officers or directors or those of any Underwriter, any affiliates or family members of the Company’s officers
or directors or those of any Underwriter, any members of the Sponsor or any Underwriter, or any affiliates of the Sponsor or any Underwriter,


 


3.6.2
in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is
a member of such individual’s immediate family, an affiliate of such individual, or to a charitable organization;


 


3.6.3
in the case of an individual, by virtue of the laws of descent and distribution upon death of such person;


 


3.6.4
in the case of an individual, pursuant to a qualified domestic relations order;


 


3.6.5
by private sales or transfers made in connection with any forward purchase agreement or similar arrangements or in connection with the
consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased;


 






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3.6.6
in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination; or


 


3.6.7
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor
or the organizational documents of any Underwriter, upon dissolution of such Underwriter;


 


provided,
however, that, in the case of Section 3.6.1 through Section 3.6.5 or Section 3.6.7, these transferees (the
“Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer
restrictions in this Agreement and all other transfer restrictions contained in any agreement between the Company and the warrant holder.


 


4.
Terms and Exercise of Warrants.


 


4.1
Warrant Price. Each Warrant, when countersigned by the Warrant Agent, shall entitle the Registered Holder thereof, subject to
the provisions of such Warrant and of this Agreement, to subscribe for the number of Ordinary Shares stated therein, at the price of
$11.50 per share, subject to the adjustments provided in Section 5 hereof and in the last sentence of this Section 4.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share at which Ordinary Shares
may be subscribed for at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date (as defined below) for a period of not less than 20 days on which banks in New York City are generally open
for normal business (a “Business Day”), provided, that the Company shall provide at least 20 days prior written
notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among
all of the Warrants.


 


4.2
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the date that is 30 days after the first date on which the Company completes the transactions contemplated by the Business Combination
Agreement (a “Business Combination”) and terminating at 5:00 p.m., New York City time on the earlier to occur
of: (x) the date that is five years after the date on which the Company completes the Business Combination, (y) the liquidation of the
Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time,
or (z) other than with respect to the Private Placement Warrants to the extent then held by the initial purchasers or their respective
Permitted Transferees, as applicable, the Redemption Date (as defined below) as provided in Section 7.2 hereof (the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable
conditions, as set forth in Section 4.3.2 below with respect to an effective registration statement. Except with respect to the
right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant to the extent then held
by the initial purchasers or any of their respective Permitted Transferees) in the event of a redemption (as set forth in Section
7 hereof), each outstanding Warrant (other than a Private Placement Warrant to the extent then held by the initial purchasers or
their respective Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that
the Company shall provide at least 20 days’ prior written notice of any such extension to Registered Holders of the Warrants and,
provided further that any such extension shall be identical in duration among all the Warrants.


 


4.3
Exercise of Warrants.


 


4.3.1
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof
by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to
be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the
Warrant Agent to the Depositary from time to time, (ii) an election to subscribe for(“Election to Subscribe”)
Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the
Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance
with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full Ordinary Share as to which the Warrant
is exercised and any and all applicable taxes due in connection with the exercise of the Warrant and the issuance of such Ordinary Shares,
as follows:


 


(a)
in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire
transfer;


 






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(b)
in the event of a redemption pursuant to Section 7 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants
for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this Section 4.3.1(b) over the Warrant
Price by (y) the Fair Market Value. Solely for purposes of this Section 4.3.1(b) and Section 7.3, the “Fair Market
Value” shall mean the average last sale price of the Ordinary Shares for the 10 trading days ending on the third trading day prior
to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 7 hereof;


 


(c)
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the initial purchasers or their respective
Permitted Transferees, as applicable, by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained
by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market
Value”, as defined in this Section 4.3.1(c), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of
this Section 4.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Ordinary Shares
for the 10 trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant
Agent; or


 


(d)
as provided in Section 8.4 hereof.


 


4.3.2
Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to Section 4.3.1(a)), the Company shall issue to the Registered Holder
of such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary Shares to which he, she or it is
entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in
full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall
not have been exercised. If fewer than all the Warrants evidenced by a Book Entry Warrant Certificate are exercised, a notation shall
be made to the records maintained by the Depositary, its nominee for each Book Entry Warrant Certificate, or a Participant, as appropriate,
evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated
to issue any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless
a registration statement under the Securities Act of 1933, (the “Securities Act”) as amended with respect to
the Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 8.4. No Warrant shall be exercisable and the Company shall not be obligated to issue
Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified
or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder
of the Warrants, except pursuant to Section 8.4. In the event that the conditions in the two immediately preceding sentences are
not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may
have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. The Company may
require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 4.3.1(b) and Section
8.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole
number, the number of Ordinary Shares to be issued to such holder.


 


4.3.3
Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Amended
and Restated Memorandum and Articles of Association of the Company shall be validly issued, fully paid and non-assessable.


 


4.3.4
Date of Issuance. Upon proper exercise of a Warrant, the Company shall instruct the Warrant Agent, in writing, to make the necessary
entries in the register of members of the Company in respect of the Ordinary Shares and to issue a certificate if requested by the holder
of such Warrant. Each person in whose name any book-entry position in the register of members of the Company or certificate, as applicable,
for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date
on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the register of members of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such Ordinary Shares at the close of business on the next succeeding date on which the register of members
or book-entry system are open.


 






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4.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this Section 4.3.5; however, no holder of a Warrant shall be subject to this Section 4.3.5 unless he,
she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in
excess of 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the Ordinary Shares
issued and outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise
of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by
such person and its affiliates (including, without limitation, any convertible notes or convertible preference shares or warrants) subject
to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of issued
and outstanding Ordinary Shares, the holder may rely on the number of issued and outstanding Ordinary Shares as reflected in (1) the
Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing
with the Securities and Exchange Commission (the “Commission”) as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares
issued and outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Warrant Agent shall, within
two Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then issued and outstanding. In any case,
the number of issued and outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding Ordinary
Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum
Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such
increase shall not be effective until the 61st day after such notice is delivered to the Company.


 


5.
Adjustments.


 


5.1
Share Capitalizations.


 


5.1.1
Subdivision. If after the date hereof, and subject to the provisions of Section 5.6 below, the number of issued and outstanding
Ordinary Shares is increased by a capitalization of Ordinary Shares, or by a subdivision of Ordinary Shares or other similar event, then,
on the effective date of such share capitalization, subdivision or similar event, the number of Ordinary Shares issuable on exercise
of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering to
holders of the Ordinary Shares entitling holders to subscribe for Ordinary Shares at a price less than the “Fair Market Value”
(as defined below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary
Shares actually issued in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible
into or exercisable for Ordinary Shares) and (ii) one minus the quotient of (x) the price per Ordinary Share paid in such rights offering
divided by (y) the Fair Market Value. For purposes of this Section 5.1.1, (i) if the rights offering is for securities convertible
into or exercisable for the Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account
any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair
Market Value” means the volume weighted average price of the Ordinary Shares as reported during the 10 trading day period ending
on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.


 


5.1.2
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other
shares of the Company into which the Warrants are convertible), other than (a) as described in Section 5.1.1 above or (b) Ordinary
Cash Dividends (as defined below), (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary
Share in respect of such Extraordinary Dividend. For purposes of this Section 5.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash
dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend
or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 5 and
excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares
issuable on exercise of each Warrant) does not exceed $0.50. Solely for purposes of illustration, if the Company, at a time while the
Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and
cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the
Warrant Price will be decreased, effective immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value
of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period,
including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions
paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if there were
total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000
shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend
payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.


 






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5.2
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 5.6 hereof, the number of issued
and outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split, redesignation or reclassification
of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, redesignation,
reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion
to such decrease in issued and outstanding Ordinary Shares.


 


5.3
Adjustments in Warrant Price. Whenever the number of Ordinary Shares issuable upon the exercise of the Warrants is adjusted, as
provided in Section 5.1.1 or Section 5.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares
issuable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number
of Ordinary Shares so issuable immediately thereafter.


 


5.4
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding
Ordinary Shares (other than a change under Section 5.1.1 or Section 5.1.2 or Section 5.2 hereof or that solely affects
the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the
assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved,
the holders of the Warrants shall thereafter have the right to subscribe for and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore issuable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that
the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event.
If any reclassification also results in a change in the Ordinary Shares covered by Section 5.1.1 or Section 5.1.2 or Section
5.2 hereof, then such adjustment shall be made pursuant to Section 5.1.1 or Section 5.1.2 or Section 5.2 hereof
and this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 


5.5
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares issuable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Section 5.1, Section 5.2, Section 5.3 or Section 5.4, the Warrant Agent
shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder
in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall
not affect the legality or validity of such event.


 


5.6
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 5, the holder of
any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company
shall, upon such exercise, round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.


 


5.7
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 5, and any
Warrant certificate delivered after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated
in the Warrant certificate initially delivered pursuant to this Agreement; provided, however, that the Company may
at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect
the substance thereof, and any Warrant certificate thereafter delivered or countersigned, whether in exchange or substitution for an
outstanding Warrant certificate or otherwise, may be in the form as so changed.


 


5.8
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 5 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i)
avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 5, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to
effectuate the intent and purpose of this Section 5 and, if they determine that an adjustment is necessary, the terms of such
adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 5.8 as a result
of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner
that is consistent with any adjustment recommended in such opinion.


 






    7


     


    

 


6.
Transfer and Exchange of Warrants.


 


6.1
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant certificate representing
an equal aggregate number of Warrants shall be delivered and the old Warrant certificate shall be cancelled by the Warrant Agent. In
the case of certificated Warrants, the Warrant certificate so cancelled shall be delivered by the Warrant Agent to the Company from time
to time upon request.


 


6.2
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall deliver in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except
as otherwise provided herein or in any Book Entry Warrant Certificate or Definitive Warrant Certificate, each Book Entry Warrant Certificate
and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary,
to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that
a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall
not cancel such Warrant and deliver new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the
Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


6.3
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result
in the delivery of a Warrant certificate or book-entry position for a fraction of a Warrant.


 


6.4
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


6.5
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Warrant certificates required to be delivered pursuant to the provisions of this Section 6, and
the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant certificates duly executed on behalf
of the Company for such purpose.


 


6.6
Instrument of Transfer: The instrument of transfer of any Warrant may be executed for and on behalf of the transferor by any party
designated by, or pursuant to resolutions of, the Board of the Company for such purpose, and the Company or any other party designated
by, or pursuant to resolutions of, the Board of the Company for such purpose shall be deemed to have been irrevocably appointed agent
for the transferor of such Warrant or Warrants with full power to execute, complete and deliver in the name of and on behalf of the transferor
of such Warrant or Warrants all such transfers of Warrants held by the Warrant holders.


 


7.
Redemption.


 


7.1
Redemption. Subject to Section 7.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option
of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice
to the Registered Holders of the Warrants, as described in Section 7.2 below, at the price of $0.01 per Warrant (the “Redemption
Price”), provided that the last sales price of the Ordinary Shares reported has been at least $18.00 per share (subject
to adjustment in compliance with Section 5 hereof) (the “Redemption Trigger Price”), on each of 20 trading
days within the 30 trading-day period commencing once the Warrants become exercisable and ending on the third trading day prior to the
date on which notice of the redemption is given and provided that there is an effective registration statement covering the Ordinary
Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption
Period (as defined in Section 7.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless
basis” pursuant to Section 4.1; provided, however, that if and when the Public Warrants become redeemable
by the Company, the Company may not exercise such redemption right if the issuance of Ordinary Shares upon exercise of the Public Warrants
is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration
or qualification.


 






    8


     


    

 


7.2
Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class
mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date (the “30-day Redemption Period”)
to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any
notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder
received such notice.


 


7.3
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with Section 4.3.1(b) of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant
to Section 7.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants
to exercise their Warrants on a “cashless basis” pursuant to Section 4.3.1, the notice of redemption shall contain
the information necessary to calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair
Market Value” (as such term is defined in Section 4.3.1(b) hereof) in such case. On and after the Redemption Date, the record
holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


7.4
Exclusion of Private Placement Warrants. The Company agrees that the redemption rights provided in this Section 7 shall
not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the
initial purchasers or any of their Permitted Transferees, as applicable. However, once such Private Placement Warrants are transferred
(other than to Permitted Transferees under Section 3.6), the Company may redeem the Private Placement Warrants, provided that
the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private
Placement Warrants prior to redemption pursuant to Section 7.3. Private Placement Warrants that are transferred to persons other
than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under this
Agreement.


 


8.
Other Provisions Relating to Rights of Holders of Warrants.


 


8.1
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote
or to consent or to receive notice as shareholders in respect of general meetings or the appointment of directors of the Company or any
other matter.


 


8.2
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant certificate is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case
of a mutilated Warrant certificate, include the surrender thereof), issue a new Warrant certificate of like denomination, tenor, and
date as the Warrant certificate so lost, stolen, mutilated, or destroyed. Any such new Warrant certificate shall constitute a substitute
contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant certificate shall be
at any time enforceable by anyone.


 


8.3
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants subject to the terms and conditions
of this Agreement.


 






    9


     


    

 


8.4
Registration of Ordinary Shares; Cashless Exercise at Company’s Option.


 


8.4.1
Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than 15 Business Days
after the closing of the Business Combination, it shall use its best efforts to file with the Commission a registration statement for
the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its
best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration
statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the
Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and
ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall
fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise
such Warrants on a “cashless basis,” by surrendering the Warrants (in accordance with Section 3(a)(9) of the Securities Act
(or any successor rule) or another exemption) for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product
of the number of Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair
Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this Section 8.4.1, “Fair Market
Value” shall mean the volume weighted average price of the Ordinary Shares as reported during the 10 trading-day period ending
on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its
securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined
by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating
that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 8.4.1 is not required to be registered
under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute))
of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in Section 8.4.2, for
the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be
obligated to comply with its registration obligations under the first three sentences of this Section 8.4.1.


 


8.4.2
Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on
a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the
Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise Public
Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act
(or any successor statute) as described in Section 8.4.1 and (ii) in the event the Company so elects, the Company shall not be
required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares
issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not elect at
the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless
basis,” it agrees to use its best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public
Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.


 


9.
Concerning the Warrant Agent and Other Matters.


 


9.1
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares. The Company, at its absolute discretion,
may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of Warrants on behalf of the transferee
of such Warrants. If stamp duty resulting from the transfer of Warrants which would otherwise by payable by the transferee is paid by
the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its or on
behalf of its subsidiary (as the case may be), be entitled to (i) reimbursement of the stamp duty from the transferee, (ii) cancel Warrants
having a Fair Market Value equal to the stamp duty paid by the Company or its subsidiary (rounded up to the nearest whole Warrant) and
(iii) claim a first and paramount lien on the Warrants on which stamp duty has been paid by the Company or its subsidiary for the amount
of stamp duty paid.


 






    10


     


    

 


9.2
Resignation, Consolidation, or Merger of Warrant Agent.


 


9.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving 60 days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has
been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice,
submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New
York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York,
in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws
to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant
Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes
necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of
any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully
and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and
obligations.


 


9.2.2
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.


 


9.2.3
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


9.3
Fees and Expenses of Warrant Agent.


 


9.3.1
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder
and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


9.3.2
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.


 


9.4
Liability of Warrant Agent.


 


9.4.1
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Treasurer, or Chairman of the Board of
the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good
faith by it pursuant to the provisions of this Agreement.


 






    11


     


    

 


9.4.2
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The
Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except (i) as a result of the Warrant
Agent’s gross negligence, willful misconduct or bad faith; and (ii) any Tax imposed on or calculated by reference to the net income,
received or receivable, by the Warrant Agent.


 


9.4.3
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Warrant certificate (except its countersignature thereof). The Warrant Agent shall not be responsible for
any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be
responsible to make any adjustments required under the provisions of Section 5 hereof or responsible for the manner, method, or
amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any
act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued
pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.


 


9.5
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the subscription for Ordinary
Shares through the exercise of the Warrants.


 


8.6
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between EUSG and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims
against the Trust Account and any and all rights to seek access to the Trust Account.


 


10.
Miscellaneous Provisions.


 


10.1
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns.


 






    12


     


    

 


10.2
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed
in writing by the Company with the Warrant Agent), as follows:


 


ads-tec
Energy plc 


10
Earlsfort Terrace 


Dublin
2 


D02
T380 


Ireland 


Attention:
Pieter Taselaar 


Email:
ptaselaar@lucernecap.com


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on
the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New
York, NY 10004 


Attention:
Compliance Department


 


in
each case, with copies to: 


Reed
Smith LLP 


599
Lexington Avenue 


New
York, NY 10022 


Attn:
Ari Edelman, Esq. 


Email:
aedelman@reedsmith.com


 


and


 


Reed
Smith LLP 


2850
N. Harwood St., Suite 1500 


Dallas,
TX 75201 


Attn:
Lynwood Reinhardt, Esq. 


Email:
lreinhardt@reedsmith.com


 






    13


     


    

 


and


 


Arthur
Cox LLP 


10
Earlsfort Terrace 


Dublin
2 


D02
T380 


Ireland 


Attn:
Connor Manning, Esq. 


Email:
connor.manning@arthurcox.com


 


and


 


EarlyBirdCapital,
Inc. 


366
Madison Avenue, 8th Floor 


New
York, New York, 10017 


Attn:
Steven Levine 


Email:
slevine@ebcap.com


 


and


 


Graubard
Miller 


405
Lexington Ave, 11th Floor 


New
York, NY 10174 


Attn:
Jeffrey M. Gallant, Esq. 


Email:
jgallant@graubard.com


 


10.3
Applicable Law and Exclusive Forum.


 


10.3.1
The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any
way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply
to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts
of the United States of America are the sole and exclusive forum.


 


10.3.2
Any person or entity purchasing or otherwise holding any interest in the Warrants shall be deemed to have notice of and to have consented
to the forum provisions in this Section 10.3. If any action, the subject matter of which is within the scope of the forum provisions
above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern
District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed
to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United
States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum
provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any
such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 






    14


     


    

 


10.4
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person
or corporation other than the parties hereto and the Registered Holders of the Warrants, and for the purposes of Section 8.4 (Registration
of Ordinary Shares; Cashless Exercise at Company’s Option), Section 10.4 (Persons Having Rights under this Agreement) and
Section 10.8 (Amendments) the Underwriters, any right, remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. The Underwriters shall be deemed to be a third-party beneficiary of this Agreement
with respect to Section 8.4, Section 10.4, and Section 10.8. All covenants, conditions, stipulations, promises,
and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Underwriters with
respect to Section 8.4, Section 10.4, and Section 10.8) and their successors and assigns and of the Registered Holders
of the Warrants.


 


10.5
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit such holder’s Warrant certificate for inspection by the Warrant Agent.


 


10.6
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


10.7
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 


10.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose
of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that
the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) for the purpose of giving effect to the
events contemplated by Section 5.4. All other modifications or amendments, including any amendment to increase the Warrant Price
or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of a majority of the then outstanding
Public Warrants. Any amendment solely to the Private Placement Warrants shall require the vote or written consent of a majority of the
holders of the then outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or
extend the duration of the Exercise Period pursuant to Sections 4.1 and Section 4.2, respectively, without the consent
of the Registered Holders.


 


10.9
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 and be valid and enforceable.


 


[Signature
Page Follows]


 






    15


     


    

 


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


 


	 
	ADS-TEC ENERGY
    PLC
	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:	 
	 	 
	 	EUROPEAN SUSTAINABLE
    GROWTH ACQUISITION CORP.
	 	 	 
	 	By:	
	 	Name:	Karan
    Trehan
	 	Title:	President
	 	 
	 	CONTINENTAL STOCK
    TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Warrant Agreement]


 






    16


     


    

 


EXHIBIT
A


 


[Form
of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN
THE WARRANT AGREEMENT DESCRIBED BELOW


ADS-TEC
ENERGY PLC


 


Incorporated
Under the Laws of Ireland


 


CUSIP
G0085J 109


 


Warrant
Certificate


 


This
Warrant Certificate certifies that ________________,or registered assigns, is the registered holder of warrant(s) evidenced
hereby (the “Warrants” and each, a “Warrant”) to subscribe for Class A ordinary shares, of $0.0001
par value per share (“Ordinary Shares”), of ads-tec Energy plc, an Irish public limited company (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from
the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the
Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each
whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional Ordinary Shares will be issued
upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary
Share, the Company will, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the Warrant holder.
The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set
forth in the Warrant Agreement.


 


The
initial Warrant Price per Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon
the occurrence of certain events set forth in the Warrant Agreement.


 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent
not exercised by the end of such Exercise Period, such Warrants shall become void.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard
to conflicts of laws principles thereof.


 


	 	ads-tec Energy
    plc
	 	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK
    TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    17


     


    

 


[Form
of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue, or automatic adjustment by virtue of the Merger,
of Warrants entitling the holder on exercise to receive Ordinary Shares and subject to the terms and conditions of a Warrant Agreement
dated as of , 2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock
Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
“holders” or “holder” meaning the Registered Holders or Registered Holder, respectively)
of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Warrant Agent. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to subscribe set forth hereon
properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless
exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event
that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants
evidenced hereby, there shall be delivered to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the
number of Warrants not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant
Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants
set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would
be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole
number of Ordinary Shares to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person
or by legal representative or attorney duly authorized in writing, may be surrendered, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be delivered to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 






    18


     


    

 


Election
to Subscribe


 


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares and
herewith tenders payment for such Ordinary Shares to the order of ads-tec Energy plc (the “Company”) in the amount
of $_________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered
in the name of ____________, whose address is and that such Ordinary Shares be delivered to whose address is ______________. If said
number of Ordinary Shares is less than all of the Ordinary Shares issuable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such Ordinary Shares be registered in the name of ______________________, whose address is ___________________and
that such Warrant Certificate be delivered to , whose address is _________________________.


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 7 of the Warrant Agreement and the
Company has required cashless exercise pursuant to Section 7.3 of the Warrant Agreement, the number of Ordinary Shares that this
Warrant is exercisable for shall be determined in accordance with Section 4.3.1(b) and Section 7.3 of the Warrant Agreement.


 


In
the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to Section
4.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with Section 4.3.1(c) of the Warrant Agreement.


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 8.4 of the Warrant Agreement,
the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 8.4 of the Warrant
Agreement.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to
receive Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares issuable hereunder (after giving effect
to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary
Shares be registered in the name of _______________________, whose address is __________________________________and that such Warrant
Certificate be delivered to ______________________, whose address is___________________________ .


 


[Signature
Page Follows]


 


	Date:
, 21
	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification
    Number)
	Signature
    Guaranteed:	 
	 	 
	 	 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).