Exhibit 4.24


 


 


 


 


Amendment to the Service Contract dated 13 March
2020

between


ads-tec Energy GmbH, Heinrich-Hertz-Straße 1, 72622 Nürtingen,
represented by its shareholder, ads-tec Energy PLC, represented, in turn, by its duly authorised director, CEO Thomas Speidel


– “ads E” –


and


 


Robert Vogt, Alois-Gessner-Weg 3, 73666 Baltmannsweiler


 


Preliminary remarks


 


Mr Vogt has been working for ads E in Nürtingen as commercial
director (Chief Financial Officer, “CFO”) since 1 April 2020. The ads-tec group is continuing to develop at a highly dynamic
pace and ads E has also agreed to perform certain services on behalf of other ads-tec group entities (the “Group Services”).
Based on the excellent cooperation to date, Mr Vogt is now also to take on further tasks with an even higher level of responsibility.
In this connection the parties agree, retroactively from 23 December 2021, the following, expressly maintaining all other provisions set
out in the Service Contract dated 13 March 2020 together with any amendment contracts:


 


		1.	Position, role, area of responsibility



 


		a)	Upon the expiry of 45 days after this Contract has become effective, i.e.,
with effect from 6 February 2022, Mr Vogt will additionally assume the duties of CAO (Chief Accounting Officer) employed by ads-E to perform
accounting services to ads E and in addition to perform certain of the Group Services on behalf of ads E for the ads-tec Energy group
of companies, consisting of ads-tec Energy plc and all its direct and indirect subsidiaries (“ads Group”).



 


		b)	Mr Vogt’s responsibilities will include, in particular, the management
of Controlling, Finance and Shared Services on behalf of ads E in the performance of the Group Services.



 


		2.	Parallel employment, agreements with affiliated companies



 


ads Group is aware that Mr Vogt will
continue to perform his duties at ads E as CFO to a reduced extent, however the reduction will be in correlation to the expansion of his
duties for ads E in relation to the Group Services as agreed in this Contract. Conversely, ads E is also aware that Mr Vogt’s future duties
will include acting as CAO. There is all-round mutual agreement on this.


 


	ads-tec
    Energy GmbH

    Heinrich-Hertz-Straße 1

    D-72622 Nürtingen	Tel.:+49
    7022 2522-0

    Fax:+49 7022 2522-400

    www.ads-tec.de, mailbox@ads-tec.de	Geschäftsführer:
    Thomas Speidel, Robert Vogt

    USt-IdNr.: DE31 56 72 626

    Registergericht Stuttgart HRB 762810	Baden-Württembergische
    Bank

    IBAN: DE88600501010405071830

    BIC: SOLADEST600



 






     


     


    

 





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		3.	Fixed remuneration 



 


The current fixed remuneration will be
increased to EUR 250,000.00 gross with effect from the commencement of this Contract. Payment will be made in twelve equal monthly instalments,
in each case at the end of each month, into the account of Mr Vogt into which payments are currently made.


 


The fixed remuneration
and the other remuneration components will be deemed to fully compensate Mr Vogt for his activity. Any overtime, based on the current
individual regular weekly working hours of at least 40 hours, will also be deemed paid.


 


		4.	Additional services



 


In addition, Mr Vogt will receive the
following further benefits for his services to the ads Group:


 


		a)	Discretionary bonus: Mr Vogt will receive a discretionary bonus of
up to EUR 112,500.00 gross per year in the event of 100% achievement of the targets set out in the ads Group business plan. Irrespective
of these targets, the amount of the annual bonus, if any, will be determined at the sole discretion of ads E based on the achievement
of certain personal and corporate targets set by ads E for each financial year. Insofar as such targets relate to the Group Services supplied
by ads E to the ads Group, ads E may consult with members of the ads Group in determining the extent to which such targets have been achieved.
Each annual bonus will be paid in EUR within 90 days of the end of the financial year in which the services to be assessed were performed
in accordance with the applicable ads Group rules for bonus payment, as amended from time to time.



 


		b)	Stock bonus: During the term of this Contract, Mr Vogt is eligible
to receive stock options and other stock option-based incentives under the Holdco 2021 Omnibus Incentive Plan or any successor plan (“Omnibus
Incentive Plan”) as additional remuneration for his employment with ads E. Such incentives will be made at the sole discretion of
the Remuneration Committee of the Board of Directors of the Holdco (ads-tec Energy plc) and ads-tec Energy plc is under no obligation
to grant any such incentives of stock-option based awards in any year. 



 


		c)	Legal protection: The intention is for Mr Vogt to be included in a
D&O insurance policy still to be taken out by ads Energy plc on behalf of the ads Group. Such insurance is currently not yet available.
Until this insurance is taken out with legal effect and until Mr Vogt is included in the group of insured persons, ads E agrees to create
earmarked provisions of up to EUR 5,000,000.00 for any potential legal defence for the executive employees of the ads Group.



 






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		d)	Sign on bonus: In addition, Mr Vogt will receive a sign on bonus in
the form of restricted stock units (RSUs) in the amount of USD 250,000.00 as set out and described in the ads-tec Energy plc “2021
Omnibus Incentive Plan”. Of these, 25% will become vested after a contractual term of one year in each case and become shares in
the Holdco (ads-tec Energy plc), i.e., a total of 100% after a term of four years, provided the service relationship still exists at that
time. In the event that the service relationship is terminated by the company without good cause within the meaning of section 626 German
Civil Code (BGB) for the company, all of the outstanding and vesting RSUs will become vested and due with immediate effect as of
the termination date. 



 


		5.	Amendment to 10.1 of the Service Contract 13 March 2020, provisions in the event of termination of the Service Contract



 


		a)	With regard to the current fixed term, according to which the Service Contract would end on 31 March 2023, the parties agree that
the Contract will be continued for an indefinite period with effect from 23 December 2021; the fixed term to 31 March 2023 will cease
to apply. Both parties may terminate the Contract with a notice period of six months to the end of a quarter.



 


		b)	If ads E terminates the Service Contract without the company having good cause within the meaning of section 626 German Civil Code
(BGB ), ads E undertakes to pay Mr Vogt a severance payment equal to half of the then current annual fixed salary. The severance
payment will be due for payment when the service relationship ends. The same applies if Mr Vogt terminates the Service Contract for a
good cause for which ads E or the ads Group is responsible.



 


		c)	In the event of a Change in Control (as such term is defined in the ads-tec Energy plc 2021 Omnibus Incentive Plan), Mr Vogt has a
one-time special right to terminate the Service Contract with a notice period of three months to the end of a month. If he exercises this
special right of termination, Mr Vogt will be entitled to payment of the severance pay in accordance with the preceding paragraph 2. The
special right of termination will only exist within three months after the date on which the Change in Control becomes legally effective,
of which Mr Vogt must be notified in writing.



 




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		6.	Continued validity in other respects 



 


All other provisions of the Service Contract dated
13 March 2020 and any amendment contracts will remain unchanged and continue to apply.


 


Nürtingen
(place), 01.02.2022 


 


	/s/ Thomas Speidel	 	/s/ Robert Vogt
	

Thomas Speidel as director of the shareholder, ads-tec Energy PLC

     
	 	

Robert Vogt, CAO

	/s/ Thomas Speidel	 	 
	Thomas Speidel, duly authorized for and on behalf of
ads-tec Energy GmbH, as employer

	 	 





 


 


 


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