Exhibit 10.19


 


CEO Agreement


 


between


 


ads-tec Energy plc., Mespil Business Centre,
Mespil House, Sussex Road, Dublin 4, Ireland and


 


Dipl.-Ing. Thomas Speidel, Lembergerweg 13, 71706 Markgröningen


 


Preliminary remark


 


Thomas Speidel has been working
as managing director for ads-tec Energy GmbH in Nurtingen (and its future subsidiaries and affiliated companies) as well as for ads-tec
Holding GmbH and its subsidiaries since many years. The ads-tec group is continuing to develop at a highly dynamic pace. Based on the
excellent cooperation to date, Thomas Speidel is now also to take on further tasks with an even higher level of responsibility. In this
connection the parties agree the following, expressly maintaining all other provisions set out in the Managing Director’s Contract
between Thomas Speidel and ads-tec Holding GmbH together with any amendment agreements, these shall remain unaffected by this CEO agreement:


 


	1.	Position, role, area of responsibility


 


It is expected that Thomas
Speidel with effect from most likely 1st December 2021, at the latest 01.01.2022 (depending on closing date), will additionally
take on the role of CEO (Chief Executive Officer) as well as a director of the board of the future ads-tec Energy plc, a holding company
established under the law of the Republic of Ireland, with its registered office at Mespil Business Centre, Mespil House, Sussex Road,
Dublin 4, Ireland.


 


All material decisions
to be made with regard to his area of responsibility as CEO and as a director will be made at the registered office of ads Energy
plc in Dublin 4, Republic of Ireland. This will also require Thomas Speidel to visit the site in person regularly. He is expressly
prepared to do this. It is expected that Thomas Speidel will be working in Germany on behalf of ads-tec Energy GmbH, but that he
will not participate in day-to-day negotiation of sales contracts or perform key decision-making activities on behalf of GmbH while
in Ireland and vice versa. He also will keep his position as CEO of ads-tec Holding GmbH and other affiliated companies.


 


	2.	Parallel service contract relationships, agreements with third parties


 


Ads-tec Energy plc is aware
that Thomas Speidel will continue to perform his duties at affiliated companies of ads -tec group, in particular with ads-tec Holding
GmbH and ads-tec Energy GmbH as managing director in Germany. In turn, ads-tec Holding GmbH and ads-tec Energy GmbH are aware that a key
focus of Thomas Speidel’s future role will be to fulfil his new role as CEO of ads-tec Energy plc. Ads-tec Energy plc is aware of
and is acknowledging and expressly consenting to Thomas Speidel acting as director (CEO) or taking on other management positions for
other legal entities where the majority shareholder is the Speidel family.


 


There is all-round mutual agreement on this.


 






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	3.	Fixed remuneration


 


A fixed remuneration of EUR
400,000.00 gross will be paid by ads-tec Energy plc. with effect from beginning of this agreement. Payment will be in twelve equal monthly
instalments, in each case at the end of the month, into the account of Thomas Speidel into which payments are currently made, in Euros
or – if he chooses in USD.


 


The fixed remuneration and
the other remuneration components will be deemed to fully compensate Thomas Speidel for his activity. Any overtime, based on the current
individual regular weekly working hours of at least 40 hours, will also be deemed paid. This in in accordance with the recommendations
of Pearl Meyer.


 


	4.	Additional payments and benefits


 


In addition, Thomas Speidel
will receive the following additional payments with effect from beginning of this agreement in accordance with the recommendations referring
to remuneration of Pearl Meyer:


 


	 	1.	Annual incentive:
    Annual target bonus of EUR 300,000.00 in the event that the targets set out in the business plan are achieved in full (100 %).
    Notwithstanding such target, the specific amount, if any, of any annual bonus shall be determined in ads-tec Energy plc’s based
    on achievement of certain individual and Company goals to be established by the ads-tec Energy plc for each fiscal year. Any annual
    bonus will be paid within 90 days following the end of the fiscal year in which the applicable services were performed, in accordance
    with the ads-tec Energy plc’s bonus payment practices in effect from time to time.
	 	 	 
	 	2.	Long term incentive.
    During this contract, the CEO shall be eligible to participate in the company wide long term incentive program at a level set
    by the compensation committee and in line with competitive market practices as defined at the time of the grant.
	 	 	 
	 	3.	Legal protection: The intention is for the CEO to be included in a D&O insurance policy still to be taken out by ads-tec Energy plc. Such insurance is currently not yet available. Until this insurance is taken out with legal effect and until the CEO is included in the group of insured persons, ads-tec Energy plc agrees to create earmarked provisions of up to EUR 5,000,000.00 for any potential legal defence.
	 	 	 
	 	4.	Transaction awards: Furthermore, the CEO will receive a transaction award in form of Restricted Stock Units (“RSU”) with a value ofUSD 750,000.00 as outlined and defined in the Pearl Meyer stock compensation recommendations shown in the executive compensation part of the F-4 Filing.


 


	5.	Termination


 


ads-tec Energy plc and the
CEO may terminate their working relationship anytime (“employment at will”) in line with the company’s then existing
termination policy. Both parties, however, expect a term of contract until 31 December 2024.


 


	6.	GoJerningLaw, Place of jurisdiction


 


This Agreement shall in all respects be interpreted,
enforced, and governed by the laws of Germany. With respect to any court action, parties agree on the courts which are competent for Nürtingen,
Germany.


 


	Nürtingen, 16th, 11, 	2021 [place, date]	Stuttgart, 15th Nov. 2021


 


	/s/ Pieter Taselaar	 	/s/
    Thomas Speidel
	Legal Representative of Ads-tec Energy plc.	 	Dipl.-Ing. Thomas Speidel


 


 


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