{"url_path":"/sec/adsew/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1879248/0001213900-26-057891-index.html","accession_number":"0001213900-26-057891","cik":"0001879248","ticker":"ADSE","issuer_name":"Ads-Tec Energy Public Ltd Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1879248/0001213900-26-057891-index.html","primary_entity_key":"0001879248","primary_entity_name":"Ads-Tec Energy Public Ltd Co"},"word_count":8849,"has_tables":true,"body_markdown":"** **\n\n**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n** **\n\n**6.A. Directors and Senior Management**\n\n \n\nThe following table sets forth\nthe name, age and position of each of ADSE Holdco’s directors and the executive officers of the corporate group comprised of ADSE\nHoldco and all its direct and indirect subsidiaries as of the date of this Annual Report. Compared to the prior year, Stefan Berndt-von\nBülow resigned from his position as Chief Financial Officer, effective September 30, 2025, and Hakan Konyar resigned from his position\nas Chief Production Officer, effective December 31, 2025.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nKurt Lauk, PhD(2)\n \n79\n \nDirector (Chairman of the Board)\n\nJoseph Brancato(3)\n \n68\n \nDirector\n\nAndreas Fabritius, PhD(1)(3)\n \n68\n \nDirector\n\nAlwin Epple(1)(3)\n \n63\n \nDirector\n\nSonja Harms, PhD(1)\n \n51\n \nDirector\n\nThomas Gerhart Speidel\n \n58\n \nDirector and Chief Executive Officer\n\nTorsten Klee\n \n63\n \nChief Financial Officer\n\nChristoph Fehrenbacher\n \n55\n \nChief Technology Officer\n\nMichael Rudloff\n \n65\n \nChief Operations Officer\n\nSebastian Schypulla\n \n39\n \nChief Purchase and Logistic Officer\n\n \n\n(1)\nMember of the Audit Committee\n\n(2)\nMember of the Nomination Committee\n\n(3)\nMember of the Compensation Committee\n\n \n\n**Kurt J. Lauk, PhD**is\nthe co-founder and President of Globe CP GmbH, a private investment firm established in 2000. His varied experience includes service as\na Member of European Parliament (2004 - 2009), including as a Member of Economic and Monetary Affairs Committee and Deputy Member of the\nForeign and Security Affairs Committee. Dr. Lauk possesses extensive European automotive industry experience, primarily through his positions\nas Member of the Board of Management and Head of World Wide Commercial Vehicles Division of Daimler Chrysler (1996 - 1999), as well as\nDeputy Chief Executive Officer and Chief Financial Officer (with responsibility for finance, controlling and marketing) of Audi AG (1989\n- 1992). He currently serves as a Trustee of the International Institute for Strategic Studies in London and was an honorary professor\nwith a chair for international studies at the European Business School in Reichartshausen, Germany. Dr. Lauk possesses both a PhD in international\npolitics (Kiel), as well as an MBA (Stanford).\n\n \n\n**Joseph Brancato**serves\nas a director of ADSE Holdco. Mr. Brancato serves as Chairman of the Board of Directors for Gensler, a global design and architecture\nfirm. In addition, he is Managing Principal for Gensler’s Northeast and Latin America regions. Mr. Brancato serves on the Executive\nCommittee of the Board and the Global Compliance Committee. He provides thought leadership and regularly speaks on topics such as the\nimpact of driverless cars and ride-sharing on urban planning and development, shaping the future of cities, the urbanization of suburbia,\nand design of post-pandemic office buildings. Engaged in professional outreach, he is an active member of the American Institute of Architects,\nUrban Land Institute, Urban Design Forum, and CoreNet Global and serves on the board of the New York Chapter of the National Association\nof Industrial and Office Properties (NAIOP). Mr. Brancato is a registered architect in 23 U.S. states and three Canadian provinces. He\nholds Bachelor’s degrees in architecture and urban studies from the University of Maryland. We believe Mr. Brancato is well-qualified\nto serve as a director due to his expertise in architecture, urban planning, and market leadership.** ** \n\n \n\n**Andreas Fabritius, PhD**serves as a director of ADSE Holdco. Mr. Fabritius has served as a Partner at Freshfields Bruckhaus Deringer, a leading global\nlaw firm, for more than 30 years. He specializes in public and private M&A as well as general corporate law. His clients include German\nand international companies, banks, financial investors, and government agencies. He studied law and economics in Bonn and Speyer in Germany,\nat the University of Michigan Law School in the United States, and at the European Institute in Italy. In addition to his role at Freshfields,\nDr. Fabritius serves as British Honorary Consul in Frankfurt am Main.\n\n** **\n\n**Alwin Epple**serves\nas a director of ADSE Holdco. Mr. Epple has served as Chairman of the Advisory Board for AMANN & Söhne GmbH & Co.KG, a worldwide\noperating manufacturer of industrial sewing threads and embroidery yarns, and as a member of the Board of Management of Hanns A. Pielenz-Stiftung,\na non-profit foundation, since 2016. Additionally, from 2016 through 2023, Mr. Epple served as the Chief Audit Executive of Mercedes-Benz\nGroup AG (Daimler AG) Stuttgart/Germany, Detroit/USA, and Beijing/China. Mr. Epple studied economics at Eberhard-Karls-University Tübingen\nand has participated in multiple executive management training sessions at Harvard University and the Wharton School of the University\nof Pennsylvania.\n\n** **\n\n**Sonja Harms, PhD**\nserves as a director of ADSE Holdco. Dr. Sonja Harms is the co founder and managing partner of GREEN MINE GmbH Wirtschaftsprüfungsgesellschaft\n(“GREEN MINE”). GREEN MINE specializes in implementation and consulting for financial and sustainability reporting according\nto national and international reporting requirements. Before founding GREEN MINE, she worked for Ernst&Young GmbH ranked as manager\nin the assurance service line (2004 - 2009) and as a freelancer (2015 - 2023) and as group accounting manager at Henkel AG Co. & KGaA\n(2010 - 2012). She also worked as a professor at the FOM University for Applied Science in Essen, Germany (2018 - 2023). She holds a PhD\nin Business Administration from the University of Münster and is appointed as a German Certified Auditor in Germany since 2007. We\nbelieve Dr. Harms is well qualified to serve as a director due to her extensive experiences and know-how as a financial expert.\n\n \n\n65\n\n \n\n \n\n**Thomas Gerhart Speidel**\nserves as the chief executive officer of ADSE and a director of ADSE Holdco. Mr. Speidel founded ADSE GM in 2017 and serves as its chief\nexecutive officer. Prior to that, he served as chief executive officer and managing director of ads-tec, which was founded by his father,\nHans-Herman Speidel, and ads-tec Group. He is also a member of several boards and committees, including the Fraunhofer ISE Board of Trustees\n(since 2018) and the Expo Energy Storage Europe exhibition advisory committee (since 2019). Mr. Speidel has served as the president of\nthe German Energy Storage Systems Association since 2016. He holds a degree in electrical engineering from the University of Stuttgart.\nWe believe Mr. Speidel is well-qualified to serve as a director due to his broad and deep technical know-how and knowledge of ADSE’s\nproducts.\n\n \n\n**Torsten Klee**\nserves as the Chief Financial Officer of ADSE since October 2025. Prior to joining ADSE, Mr. Klee served as the business unit chief financial\nofficer of Aquila Clean Energy GmbH, a wind turbine, photovoltaic, and battery storage park development and construction company based\nin Hamburg, Germany, from April 2022 to December 2024. From March 2021 to February 2022, Mr. Klee served as working capital manager of\nUEE Holding SE & Co. KG (Enercon), a wind turbine manufacturing company based in Aurich, Germany. From January 2020 to January 2021,\nMr. Klee served as group chief financial officer of Janoschka AG, a pre-press services company based in Kippenheim, Germany. From July\n2019 to January 2020, Mr. Klee served as a consultant of the board of Nordeon Group, a lighting systems company based in Eindhoven, Netherlands.\nSince August 2015, Mr. Klee has also served as the managing director of TKM Services GmbH, an interim management services company based\nin Munich, Germany. Mr. Klee earned his Account Specialist IHK from Commercial Chamber (IHK), Frankfurt/Main, his Executive MBA from Henley\nManagement College, UK, and his Diplom Kaufmann from Universität der Bundeswehr, Munich. Mr. Klee brings extensive experience as\nchief financial officer in mid-caps, hidden champions, and multinationals in industrial, renewables and technology sectors.\n\n \n\n**Christoph Fehrenbacher** works for ads-tec Energy GmbH since January 2025 as Chief Technology Officer and was confirmed in his role as an officer in January\n2026. Prior to joining ADSE, he worked for A123 Systems GmbH, a developer and manufacturer of lithium iron phosphate batteries\nand energy storage systems, from October 2010 to October 2020 in various management positions with a focus on research and development\nincluding Managing Director of the European Research and Development Center. From November 2020 to December 2024 he was Vice President\nKey Technologies, Corporate R&D at ZF Friedrichshafen AG, a technology manufacturing company that supplies systems for passenger cars,\ncommercial vehicles and industrial technology. He has in-depth expertise in electromobility, Li-Ion batteries and thermal management and\nhe has extensive leadership experience in Research and Development. Christoph Fehrenbacher holds a degree in Aerospace Engineering from\nthe University of Stuttgart.\n\n** **\n\n**Michael Rudloff**\nserves as the Chief Operations Officer of ADSE since October 2023 and has extensive expertise in technology leadership, strategy development\nand performance improvement of the company in market, product, technology and processes. From May 2023 to October 2023, Mr. Rudloff served\nas Senior Vice President of ADSE. Prior to that, he served as the Chief Restructuring Officer and later the Chief Executive Officer of\nDauphin Office Interior GmbH & CO.KG, a manufacturer of innovative seating solutions for office, contract, and industrial sectors,\nfrom August 2021 until December 2023. From April 2017 to July 2021, Mr. Rudloff served as the Chief Executive Officer of Willy Sauter\nGmbH&Co.KG, a manufacturer of tool and workpiece carrier systems for machine tools. Mr. Rudloff holds a degree in Industrial Engineering\nand Management from the University of Applied Sciences Würzburg/Schweinfurt. \n\n \n\n**Sebastian Schypulla**\nserves as our Chief Purchase and Logistic Officer since May 2022. He spent more than ten years at Porsche AG and has held various positions\nin procurement. Prior to his current role at ADSE as Chief Purchase and Logistics Officer, Mr. Schypulla served as Manager General Procurement\nin the Operating Material & Charging Infrastructure division. He holds a diploma in Business Administration from the Technical University\nof Dresden, where he was Member & Executive Vice-President of the Erasmus Initiative for almost two years.\n\n \n\n66\n\n \n\n \n\n**Family Relationships**\n\n \n\nThere are no family relationships\nbetween any of ADSE’s executive officers and ADSE Holdco’s directors.\n\n \n\n**6.B. Compensation** \n\n* *\n\n**Executive Officer and Director Compensation**\n\n** **\n\n**Executive Compensation**\n\n \n\nUnder Irish law, we are not\nrequired to disclose compensation paid to our senior management on an individual basis, and, for 2025, we have not otherwise publicly\ndisclosed this information elsewhere.\n\n \n\nThe aggregate amount of compensation,\nawarded to, granted, earned by and paid, including aggregate cash compensation, benefits, restricted stock units and stock options, to\nour directors and executive officers who were employed by, or otherwise performed services for, the Company for the fiscal year ended\nDecember 31, 2025 was approximately EUR 4.2 million. No pension, retirement or similar benefits have been set aside or accrued for our\nexecutive officers or directors.\n\n \n\nOur executive officers and\nmanagement in general receive compensation consisting of the following:\n\n \n\n \n●\nannual base salaries;\n\n \n\n \n●\nperformance bonus opportunities (and for executives directly involved with oversight of salespersons, a sales commission “override”), potentially in cash and/or equity awards;\n\n \n\n \n●\nlong term incentive compensation in the form of stock options, restricted stock and stock appreciation awards, among others, as set forth in ADSE Holdco’s Incentive Plan;\n\n \n\n \n●\na one-time equity award relating to the consummation of the Transactions to establish meaningful retention and alignment of interests between ADSE’s leadership team and ADSE Holdco’s shareholders in an amount equal to $250,000 for C-level ADSE employees (other than ADSE Holdco’s CEO), which award will be granted at the time of execution of an employment agreement and vest 25% on each anniversary of the grant date such that the award is vested in full on the fourth anniversary of the grant date, subject to the accelerated vesting in certain circumstances as described further below; and\n\n \n\n \n●\nwith regard to ADSE key executive officers, formal employment arrangements to include change of control provisions.\n\n \n\nCertain members of senior\nmanagement are engaged via a third-party service provider and compensated through that structure.\n\n \n\nIf an ADSE C-level employee’s\nemployment is terminated without cause or for good reason during the first four years of such employee’s employment, then 50% of\nthe unvested portion of such employee’s one-time equity award will vest upon such termination.\n\n** **\n\n**Employment Agreements**\n\n* *\n\n*Speidel Employment Agreement.*\nIn November 2021, we entered into an employment agreement with Mr. Thomas Speidel, our Chief Executive Officer. In April 2022, ADSE GM\nentered into an employment agreement with Mr. Speidel, retroactively effective as of December 31, 2021, which replaces in the original\nemployment agreement between ADSE Holdco and Mr. Speidel in its entirety. The agreement outlines the terms of the employee relationship,\nand provides for, among other things, an aggregate remuneration for his roles as director and Chief Executive Officer comprising (i) an\nannual base salary of €400,000, (ii) a discretionary bonus of up to €300,000 based on the achievement of individual and company\ngoals, all as determined and approved by ADSE Holdco’s board of directors, (iii) equity awards under the Incentive Plan, solely\nat the discretion of the ADSE Holdco board of directors; and (iv) a one-time equity award relating to the consummation of the Transactions\nto establish meaningful retention and alignment of interests between ADSE Holdco’s leadership team and ADSE Holdco’s shareholders\nin an amount equal to $750,000, which award will be granted at the time of execution of the employment agreement and vest 25% on each\nanniversary of the grant date such that the award is vested in full on the fourth anniversary of the grant date, subject to the accelerated\nvesting in certain circumstances as described above.\n\n \n\n67\n\n \n\n \n\n*Klee Consulting Agreement.*In September 2025 we entered into a consulting agreement with Signium International Interim Management GmbH, Duesseldorf, Germany\nin terms of supporting the Company by sending an experienced C-level executive into the role of the ADSE Chief Financial Officer. The\ncontract foresees a daily rate charged for the days service provided and terminates June 30, 2026 with 4 weeks prior notice. Mr. Klee\ndoes not get any direct compensation from the Company except reimbursement of travel expenses.\n\n* *\n\n*Rudloff Employment Agreement*.\nIn October 2023, ADSE GM entered into an employment agreement with Michael Rudloff for his service as Chief Operations Officer of ADSE.\nThe agreement outlines the terms of the employee relationship, and provides for, among other things, an aggregate remuneration for his\nrole as Chief Operations Officer comprising (i) an annual base salary of €250,000, (ii) a discretionary bonus of up to €150,000\nbased on the achievement of individual and company goals, all as determined and approved by ADSE Holdco’s board of directors, and\n(iii) equity awards under the Incentive Plan, solely at the discretion of the ADSE Holdco board of directors.\n\n \n\n*Fehrenbacher Employment\nAgreement.* In January 2025, ADSE GM entered into an employment agreement with Christoph Fehrenbacher for his service as Chief Technology\nOfficer of ADSE. The agreement outlines the terms of the employee relationship, and provides for, among other things, an aggregate remuneration\nfor his role as Chief Technology Officer comprising (i) an annual base salary of €197,000, (ii) a discretionary bonus of up to €70,000\nbased on the achievement of individual and company goals, all as determined and approved by ADSE Holdco’s board of directors, and\n(iii) equity awards under the Incentive Plan, solely at the discretion of the ADSE Holdco’s board of directors. \n\n* *\n\n*Schypulla Employment Agreement*.\nIn May 2022, ADSE GM entered into an employment agreement with Sebastian Schypulla for his service as Chief Purchase and Logistics Officer\nof ADSE. The agreement outlines the terms of the employee relationship, and provides for, among other things, an aggregate remuneration\nfor his role as Chief Purchase and Logistics Officer comprising (i) an annual base salary of €250,000, (ii) a discretionary bonus\nof up to €125,000 based on the achievement of individual and company goals, all as determined and approved by ADSE Holdco’s\nboard of directors, and (iii) equity awards under the Incentive Plan, solely at the discretion of the ADSE Holdco’s board of directors. \nStarting October 1, 2025, the base salary was increased to €275,000.\n\n \n\n**Non-Executive Director Compensation**\n\n \n\nEach of the non-executive\ndirectors of ADSE Holdco has a contract with ADSE Holdco that provides for annual cash compensation of $50,000. In addition, each non-executive\nmember of the board of directors of ADSE Holdco is granted annual equity awards with a total value of $100,000.\n\n \n\nThe chairman of the audit\ncommittee receives an additional $20,000 annual cash compensation for such service, the chairman of the nominating committee receives\nan additional $10,000 annual cash compensation for such service, and the chairman of the compensation committee receives an additional\n$15,000 annual cash compensation for such service. The cash compensation is payable quarterly in advance to ADSE Holdco’s non-executive\ndirectors, who are eligible for equity compensation through Incentive Plan; provided that, while any member of the board of directors\nis also an executive officer, such individual is not eligible for any such compensation.\n\n \n\nThe chairman of the board\nof directors receives a total of $200,000 in annual compensation for service on the board of directors, comprised of (i) annual cash compensation\nof $50,000 (identical to cash compensation granted to all non-executive board members as described above), (ii) annual equity awards with\na total value of $100,000 (identical to the equity awards granted to all non-executive board members as described above, except such equity\naward grant is in the form of stock options) and (iii) an additional $50,000 in annual equity awards for service as chairman of the board\nof directors, which is paid in the form of stock options.\n\n \n\nAll equity awards granted\nto the directors of ADSE Holdco, including the chairman, have a one-year vesting term (i.e., they vest on the first anniversary of the\ngrant).\n\n \n\n68\n\n \n\n \n\n**2021 Omnibus Incentive Plan**\n\n** **\n\nADSE Holdco’s 2021 Omnibus\nIncentive Plan, referred herein as Incentive Plan, was adopted in connection with the Transactions in order to facilitate the grant of\nequity awards to attract, retain and incentivize ADSE employees (including executive officers), independent contractors and directors\nof ADSE Holdco and its affiliates, which is essential to ADSE Holdco’s long-term success. The following summarizes the material\nterms of the 2021 Plan. This summary is qualified in its entirety to the full text of the 2021 Plan.\n\n* *\n\n*Administration*. The\nIncentive Plan is administered by our Compensation Committee, except with respect to matters that are not delegated to the Compensation\nCommittee by the Board. As used in this summary, the term “Administrator” refers to the Compensation Committee (or Board,\nas applicable) and its authorized delegates, as applicable. The Administrator is authorized to determine the form, amount and other terms\nand conditions of awards; clarify, construe or resolve any ambiguity in any provision of the Incentive Plan, any sub-plan or award agreement;\namend the terms of outstanding awards; and adopt such rules, forms, instruments and guidelines for administering the Incentive Plan as\nit deems necessary or proper. The Administrator has authority to administer and interpret the Incentive Plan, to grant discretionary awards\nunder the Incentive Plan, to determine the persons to whom awards will be granted, to determine the types of awards to be granted, to\ndetermine the terms and conditions of each award, to determine the number of Ordinary Shares to be covered by each award, to make all\nother determinations in connection with the Incentive Plan and the awards thereunder as the Administrator deems necessary or desirable,\nto adopt, alter, and repeal administrative rules, guidelines and practices governing the Incentive Plan, to delegate authority under the\nIncentive Plan to ADSE’s executive officers and to otherwise supervise administration of the Incentive Plan. The Administrator also\nhas the authority to establish, adopt, interpret or revise any rules and regulations including adopting sub-plans to the Incentive Plan\nand award agreements for the purposes of complying with securities, exchange control or tax laws outside of the United States or Ireland,\nand/or for the purposes of taking advantage of tax favorable treatment for awards granted to participants as it may deem necessary or\nadvisable to administer the Incentive Plan, including the adoption of separate share schemes under the umbrella of the Incentive Plan\nin order to qualify for special tax or other treatment anywhere in the world; provided such rules, regulations or sub-plans, including\nthe interpretation thereof are consistent with the terms and conditions of the Incentive Plan. To the extent the combined company seeks\nto obtain the benefit of exemptions available under Rule 16b-3 under the Exchange Act, it is expected that the entity acting as the Administrator\nwill comprise “non-employee directors.”\n\n* *\n\n*Available Shares*. The\naggregate number of Ordinary Shares that may be issued or used for reference purposes under the Incentive Plan or with respect to which\nawards may be granted shall not exceed 6,450,000 shares. In addition, the number of Ordinary Shares available for issuance under the Incentive\nPlan will be annually increased on the first day of each fiscal year, for a period of not more than 10 years, beginning on January 1,\n2022, and ending on (and including) January 1, 2031, in an amount equal to (i) five percent (5)% of the outstanding shares on the last\nday of the immediately preceding fiscal year or (ii) such lesser amount (including zero) that the compensation committee determines for\npurposes of the annual increase for that fiscal year. The maximum number of Ordinary Shares with respect to which incentive stock options\nmay be granted under the Incentive Plan will be 6,450,000 shares, and will not be subject to the annual adjustment provision described\nabove. The number of shares available for issuance under the Incentive Plan may be subject to adjustment in the event of a reorganization,\nstock split, merger or similar change in the corporate structure or the outstanding Ordinary Shares. In the event of any of these occurrences,\nADSE Holdco may make any adjustments it considers appropriate to, among other things, the number and kind of shares, options or other\nproperty available for issuance under the Incentive Plan or covered by grants previously made under the Incentive Plan. The shares available\nfor issuance under the Incentive Plan may be, in whole or in part, either authorized and unissued Ordinary Shares or Ordinary Shares held\nin or acquired for ADSE Holdco’s treasury. If an award under the Incentive Plan is forfeited, expires or is settled for cash, any\nshares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under\nthe Incentive Plan. In addition, the following shares may also be used again for grant under the Incentive Plan: (1) shares tendered or\nwithheld to satisfy grant or exercise price or tax withholding obligations associated with an award; and (2) shares purchased on the open\nmarket with the cash proceeds from the exercise of options.\n\n* *\n\n69\n\n \n\n* *\n\n*Annual Non-Employee Director\nCompensation Limitation*. Under the Incentive Plan, the aggregate grant date fair value (computed as of the date of grant in accordance\nwith applicable financial accounting rules) of all compensation (inclusive of awards granted under the Incentive Plan) to any individual\nnon-employee director in any fiscal year will not exceed $750,000 or $1,000,000 in the first year of service.\n\n* *\n\n*Eligibility for Participation*.\nMembers of ADSE Holdco’s board of directors, as well as employees of, and consultants to, ADSE Holdco or its subsidiaries and affiliates,\nare eligible to receive awards under the Incentive Plan.\n\n* *\n\n*Award Agreement*. Awards\ngranted under the Incentive Plan are evidenced by award agreements, which need not be identical, that provide additional terms, conditions,\nrestrictions and/or limitations covering the grant of the award, including, without limitation, additional terms providing for the acceleration\nof exercisability or vesting of awards in the event of a change of control or conditions regarding the participant’s employment,\nas determined by the Administrator.\n\n* *\n\n*Stock Options*. The\nAdministrator may grant nonqualified stock options to eligible individuals and incentive stock options only to eligible employees. The\nAdministrator will determine the number of Ordinary Shares subject to each option, the term of each option, which may not exceed 10 years,\nor five years in the case of an incentive stock option granted to a 10 percent shareholder, the exercise price, the vesting schedule,\nif any, and the other material terms of each option. No incentive stock option or nonqualified stock option may have an exercise price\nless than the fair market value of an Ordinary Share at the time of grant or, in the case of an incentive stock option granted to a 10\npercent shareholder, 110% of such share’s fair market value. Options will be exercisable at such time or times and subject to such\nterms and conditions as determined by the Administrator at grant, and the exercisability of such options may be accelerated by the Administrator.\n\n* *\n\n*Stock Appreciation Rights*.\nThe Administrator may grant stock appreciation rights (“SARs”) either with a stock option, which may be exercised only\nat such times and to the extent the related stock option is exercisable (a “Tandem SAR”), or independent of a stock\noption (a “Non-Tandem SAR”). A SAR is a right to receive a payment in Ordinary Shares or cash, as determined by the\nAdministrator, equal in value to the excess of the fair market value of one Ordinary Share on the date of exercise over the exercise price\nper share as of the date of grant of the SAR. The term of each SAR may not exceed 10 years. The exercise price per share covered by a\nSAR will be the exercise price per share of the related stock option in the case of a Tandem SAR and will be the fair market value of\nOrdinary Shares on the date of grant in the case of a Non-Tandem SAR. The Administrator may also grant limited SARs, either as Tandem\nSARs or Non-Tandem SARs, which may become exercisable only upon the occurrence of a change in control, as defined in the Incentive Plan,\nor such other event as the Administrator may designate at the time of grant or thereafter.\n\n* *\n\n*Restricted Stock*. The\nAdministrator may award shares of restricted stock. Except as otherwise provided by the Administrator upon the award of restricted stock,\nthe recipient generally has the rights of a shareholder with respect to the shares, including the right to receive dividends, the right\nto vote the shares of restricted stock and, conditioned upon full vesting of shares of restricted stock, the right to tender such shares,\nsubject to the conditions and restrictions generally applicable to restricted stock or specifically set forth in the recipient’s\nrestricted stock agreement. The Administrator may determine at the time of award that the payment of dividends, if any, will be deferred\nuntil the expiration of the applicable restriction period.\n\n \n\nRecipients of restricted stock\nwill be required to enter into an award agreement with ADSE Holdco that states the restrictions to which the shares are subject, which\nmay include satisfaction of pre-established performance goals, and the criteria or date or dates on which such restrictions will lapse.\n\n* *\n\n*Other Stock-Based Awards*.\nThe Administrator may, subject to limitations under applicable law, make a grant of such other stock-based awards, including, without\nlimitation, dividend equivalent units, stock equivalent units, restricted stock units (“RSUs”) and deferred stock units under\nthe Incentive Plan that are payable in cash or denominated or payable in or valued by Ordinary Shares or factors that influence the value\nof such shares. The Administrator may determine the terms and conditions of any such other awards, which may include the achievement of\ncertain minimum performance goals and/or a minimum vesting period.\n\n* *\n\n70\n\n \n\n \n\n*Other Cash-Based Awards*.\nThe Administrator may grant awards payable in cash. Cash-based awards will be in such form, and dependent on such conditions, as the Administrator\nwill determine, including, without limitation, being subject to the satisfaction of vesting conditions or awarded purely as a bonus and\nnot subject to restrictions or conditions. If a cash-based award is subject to vesting conditions, the Administrator may accelerate the\nvesting of such award in its discretion.\n\n* *\n\n*Performance Awards*.\nThe Administrator may grant a performance award to a participant payable upon the attainment of specific performance goals. A performance\naward generally is due upon the attainment of the relevant performance goals, and is payable either in cash or in shares of restricted\nstock, based on the then current fair market value of such shares, as determined by the Administrator. Based on service, performance and/or\nother factors or criteria, the Administrator may, at or after grant, accelerate the vesting of all or any part of any performance award.\n\n* *\n\n*Change in Control*.\nIn connection with a change in control, as defined in the Incentive Plan, the Administrator may accelerate vesting of outstanding awards\nunder the Incentive Plan, and certain award agreements may also provide for such accelerated vesting. In addition, such awards may be,\nin the discretion of the Administrator: (1) assumed and continued or substituted in accordance with applicable law; (2) purchased by ADSE\nHoldco for an amount equal to the excess of the price of an Ordinary Share paid in a change in control over the exercise price of the\nawards; or (3) cancelled if the price of an Ordinary Share paid in a change in control is less than the exercise price of the award. The\nAdministrator may also provide for accelerated vesting or lapse of restrictions of an award at any time.\n\n* *\n\n*Certain Transactions*.\nIn connection with certain transactions and events affecting ADSE Holdco’s ordinary shares, including, without limitation, any extraordinary\ndividend, conversion, adjustment, split, recapitalization, reorganization, merger, consolidation, or similar corporate transaction or\nevent, the Administrator has broad discretion to take action under the Incentive Plan to provide for adjustments to prevent the dilution\nor enlargement of intended benefits, facilitate such transaction or event.\n\n* *\n\n*Shareholder Rights*.\nExcept as otherwise provided in the applicable award agreement, and with respect to an award of restricted stock, a participant has no\nrights as a shareholder with respect to ADSE Holdco’s ordinary shares covered by any award until the participant becomes the record\nholder of such shares, and thereafter may still have restrictions on their rights as a shareholder, including but not limited to, the\nright to vote such shares.\n\n* *\n\n*Repricing*. ADSE Holdco’s\nboard of directors may not, without the approval of the shareholders, reduce the exercise price of any stock option or SAR, or cancel\nany stock option or SAR that has an exercise price in excess of fair market value in exchange for cash, other awards or stock options\nor SARs with an exercise price per share that is less than the exercise price per share of the original stock options or SARs.\n\n* *\n\n*Amendment and Termination.*\nNotwithstanding any other provision of the Incentive Plan, ADSE Holdco’s board of directors may at any time amend any or all of\nthe provisions of the Incentive Plan, or suspend or terminate it entirely, retroactively or otherwise, subject to shareholder approval\nin certain instances; provided, however, that, unless otherwise required by law or specifically provided in the Incentive Plan, the rights\nof a participant with respect to awards granted prior to such amendment, suspension or termination may not be adversely affected without\nthe consent of such participant. In no event may the Incentive Plan be amended without the approval of ADSE Holdco to increase the aggregate\nnumber of Ordinary Shares that may be issued under the Incentive Plan, decrease the minimum exercise price of any award, or make any other\namendment that would require shareholder approval under applicable law, rules and regulations of any exchange on which ADSE Holdco’s\nsecurities are listed, except as provided under the Incentive Plan.\n\n* *\n\n*Transferability. A*wards\ngranted under the Incentive Plan generally are nontransferable, other than by will or the laws of descent and distribution, except that\nthe Administrator may provide for the transferability of nonqualified stock options at the time of grant or thereafter to certain family\nmembers.\n\n* *\n\n*Recoupment of Awards.*\nThe Incentive Plan provides that awards granted under the Incentive Plan are subject to any recoupment policy that ADSE Holdco may have\nin place or any obligation that ADSE Holdco may have regarding the clawback of “incentive-based compensation” under the Exchange\nAct or under any applicable rules and regulations promulgated by the SEC.\n\n* *\n\n71\n\n \n\n* *\n\n*Effective Date; Term.*\nThe Incentive Plan was adopted by ADSE Holdco’s board of directors and ADSE Holdco’s shareholders on December 22, 2021. No\naward will be granted under the Incentive Plan on or after the 10-year anniversary of the effective date of the Incentive Plan, which\nis the date the plan is approved by the shareholders. Any award outstanding under the Incentive Plan at the time of termination will remain\nin effect until such award is exercised or has expired in accordance with its terms.\n\n** **\n\n**Material U.S. Federal Income Tax Consequences**\n\n \n\nThe material federal income\ntax consequences of the Incentive Plan under current federal income tax law are summarized in the following discussion, which deals with\nthe general U.S. federal income tax principles applicable to the Incentive Plan. The following discussion is based upon laws, regulations,\nrulings and decisions now in effect, all of which are subject to change. Non-U.S. state and local tax laws, and employment, estate and\ngift tax considerations are not discussed due to the fact that they may vary depending on individual circumstances and from locality to\nlocality.\n\n* *\n\n*Stock Options and SARs*.\nAn Incentive Plan participant generally will not recognize taxable income and ADSE Holdco generally will not be entitled to a tax deduction\nupon the grant of a stock option or SAR. The tax consequences of exercising a stock option and the subsequent disposition of the shares\nreceived upon exercise will depend upon whether the option qualifies as an incentive stock option or a nonqualified stock option. Upon\nexercising a nonqualified stock option when the fair market value of ADSE Holdco’s ordinary shares is higher than the exercise price\nof the option, an Incentive Plan participant generally will recognize taxable income at ordinary income tax rates equal to the excess\nof the fair market value of the stock on the date of exercise over the purchase price, and ADSE Holdco (or its subsidiaries, if any) generally\nwill be entitled to a corresponding tax deduction for compensation expense, in the amount equal to the amount by which the fair market\nvalue of the shares purchased exceeds the purchase price for the shares. Upon a subsequent sale or other disposition of the option shares,\nthe participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the sales price\nof the shares and the participant’s tax basis in the shares.\n\n \n\nUpon exercising an incentive\nstock option, an Incentive Plan participant generally will not recognize taxable income, and ADSE Holdco will not be entitled to a tax\ndeduction for compensation expense. However, upon exercise, the amount by which the fair market value of the shares purchased exceeds\nthe purchase price will be an item of adjustment for alternative minimum tax purposes. The participant will recognize taxable income upon\na sale or other taxable disposition of the option shares. For federal income tax purposes, dispositions are divided into two categories:\nqualifying and disqualifying. A qualifying disposition generally occurs if the sale or other disposition is made more than two years after\nthe date the option was granted and more than one year after the date the shares are transferred upon exercise. If the sale or disposition\noccurs before these two periods are satisfied, then a disqualifying disposition generally will result.\n\n \n\nUpon a qualifying disposition\nof incentive stock option shares, the participant will recognize long-term capital gain in an amount equal to the excess of the amount\nrealized upon the sale or other disposition of the shares over their purchase price. If there is a disqualifying disposition of the shares,\nthen the excess of the fair market value of the shares on the exercise date (or, if less, the price at which the shares are sold) over\ntheir purchase price will be taxable as ordinary income to the participant. If there is a disqualifying disposition in the same year of\nexercise, it eliminates the item of adjustment for alternative minimum tax purposes. Any additional gain or loss recognized upon the disposition\nwill be recognized as a capital gain or loss by the participant.\n\n \n\nADSE Holdco will not be entitled\nto any tax deduction if the participant makes a qualifying disposition of incentive stock option shares. If the participant makes a disqualifying\ndisposition of the shares, ADSE Holdco should be entitled to a tax deduction for compensation expense in the amount of the ordinary income\nrecognized by the participant.\n\n \n\nUpon exercising or settling\na SAR, an Incentive Plan participant will recognize taxable income at ordinary income tax rates, and ADSE Holdco should be entitled to\na corresponding tax deduction for compensation expense, in the amount paid or value of the shares issued upon exercise or settlement.\nPayments in shares will be valued at the fair market value of the shares at the time of the payment, and upon the subsequent disposition\nof the shares the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the\nsales price of the shares and the participant’s tax basis in the shares.\n\n* *\n\n72\n\n \n\n* *\n\n*Restricted Stock and RSUs*.\nAn Incentive Plan participant generally will not recognize taxable income at ordinary income tax rates and ADSE Holdco generally will\nnot be entitled to a tax deduction upon the grant of restricted stock or RSUs. Upon the termination of restrictions on restricted stock\nor the payment of RSUs, the participant will recognize taxable income at ordinary income tax rates, and ADSE Holdco should be entitled\nto a corresponding tax deduction for compensation expense, in the amount paid to the participant or the amount by which the then fair\nmarket value of the shares received by the participant exceeds the amount, if any, paid for them. Upon the subsequent disposition of any\nshares, the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the sales\nprice of the shares and the participant’s tax basis in the shares. However, an Incentive Plan participant granted restricted stock\nthat is subject to forfeiture or repurchase through a vesting schedule such that it is subject to a risk of forfeiture (as defined in\nSection 83 of the Code) may make an election under Section 83(b) of the Code to recognize taxable income at ordinary income tax rates,\nat the time of the grant, in an amount equal to the fair market value of the Ordinary Shares on the date of grant, less the amount paid,\nif any, for the shares. ADSE Holdco will be entitled to a corresponding tax deduction for compensation, in the amount recognized as taxable\nincome by the participant. If a timely Section 83(b) election is made, the participant will not recognize any additional ordinary income\non the termination of restrictions on restricted stock, and ADSE Holdco will not be entitled to any additional tax deduction.\n\n* *\n\n*Other Stock-Based Awards,\nOther Cash-Based Awards, or Performance Awards*. An Incentive Plan participant will not recognize taxable income and ADSE Holdco will\nnot be entitled to a tax deduction upon the grant of a performance award, other stock or cash-based awards until cash or shares are paid\nor distributed to the participant. At that time, any cash payments or the fair market value of shares that the participant receives will\nbe taxable to the participant at ordinary income tax rates and ADSE Holdco should be entitled to a corresponding tax deduction for compensation\nexpense. Payments in shares will be valued at the fair market value of the shares at the time of the payment. Upon the subsequent disposition\nof the shares, the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the\nsales price of the shares and the participant’s tax basis in the shares.\n\n \n\n**Limitation on the Employer’s Compensation\nDeduction**\n\n \n\nSection 162(m) of the Code\nlimits the deduction certain employers may take for otherwise deductible compensation payable to certain executive officers of the employer\nto the extent the compensation paid to such an officer for the year exceeds $1 million.\n\n** **\n\n**Excess Parachute Payments**\n\n \n\nSection 280G of the Code limits\nthe deduction that the employer may take for otherwise deductible compensation payable to certain individuals if the compensation constitutes\nan “excess parachute payment.” Excess parachute payments arise from payments made to disqualified individuals that are in\nthe nature of compensation and are contingent on changes in ownership or control of the employer or certain affiliates. Accelerated vesting\nor payment of awards under the Incentive Plan upon a change in ownership or control of the employer or its affiliates could result in\nexcess parachute payments. In addition to the deduction limitation applicable to the employer, a disqualified individual receiving an\nexcess parachute payment is subject to a 20% excise tax on the amount thereof.\n\n \n\n**Application of Section 409A of the Code**\n\n \n\nSection 409A of the Code imposes\nan additional 20% tax and interest on an individual receiving non-qualified deferred compensation under a plan that fails to satisfy certain\nrequirements. For purposes of Section 409A, “non-qualified deferred compensation” includes equity-based incentive programs,\nincluding some stock options, stock appreciation rights and RSU programs. Generally speaking, Section 409A does not apply to incentive\nstock options, non-discounted nonqualified stock options and stock appreciation rights if no deferral is provided beyond exercise, or\nrestricted stock.\n\n \n\n73\n\n \n\n \n\nThe awards made pursuant to\nthe Incentive Plan are expected to be designed in a manner intended to comply with the requirements of Section 409A of the Code to the\nextent the awards granted under the Incentive Plan are not exempt from coverage. However, if the Incentive Plan fails to comply with Section\n409A in operation, a participant could be subject to the additional taxes and interest.\n\n \n\nState, local and foreign tax\nconsequences may in some cases differ from the United States federal income tax consequences described above. The foregoing summary of\nthe United States federal income tax consequences in respect of the Incentive Plan is for general information only. Interested parties\nshould consult their own advisors as to specific tax consequences of their awards.\n\n \n\nThe Incentive Plan is not\nsubject to the Employee Retirement Income Security Act of 1974, as amended, and is not intended to be qualified under Section 401(a) of\nthe Code.\n\n** **\n\n**New Plan Benefits**\n\n \n\nGrants under the Incentive\nPlan will be made at the discretion of the Administrator and are not currently determinable. The value of the awards granted under the\nIncentive Plan will depend on a number of factors, including the fair market value of ADSE Holdco’s ordinary shares on future dates,\nthe exercise decisions made by the participants and the extent to which any applicable performance goals necessary for vesting or payment\nare achieved.\n\n**  **\n\n**Persons Residing Outside of Ireland or the\nUnited States**\n\n \n\nNotwithstanding any provision\nof the Incentive Plan to the contrary, in order to comply with the laws in other countries in which ADSE Holdco or any of its affiliates\noperates or has employees, the Administrator, in its sole discretion, shall have the power and authority to determine which affiliates\nshall be covered by the Incentive Plan; determine which persons employed, or providing services, outside the United States are eligible\nto participate in the Incentive Plan; amend or vary the terms and provisions of the Incentive Plan and the terms and conditions of any\naward granted to persons who reside or provide services outside Ireland or the United States; establish sub-plans and modify exercise\nprocedures and other terms and procedures to the extent such actions may be necessary or advisable for legal, tax or administrative reasons;\nand take any action, before or after an award is made, that it deems advisable to obtain or comply with any necessary local government\nregulatory or tax exemptions or approvals. Notwithstanding the above, the Administrator may not take any actions hereunder, and no awards\nshall be granted, that would violate the Exchange Act, the Code, any securities law or governing statute.\n\n** **\n\n**6.C. Board Practices**\n\n** **\n\n**Independence of Directors**\n\n \n\nThe Nasdaq corporate governance\nrules require that a majority of the board of directors be independent. An “independent director” is defined generally as\na person who has no material relationship with the listed company (either directly or as a partner, stockholder, or officer of an organization\nthat has a relationship with the listed company). The board of directors of ADSE Holdco has determined that Joseph Brancato, Kurt Lauk,\nPhD, (Chairman), Andreas Fabritius, PhD, Alwin Epple and Sonja Harms, PhD are considered independent directors.\n\n \n\n**Classes of Directors**\n\n \n\nThe board of directors is\ndivided into three staggered classes of directors. At each annual meeting of its shareholders, a class of directors will be elected for\na three-year term to succeed the same class whose term is then expiring, as follows:\n\n \n\n \n●\nthe Class I director includes Joseph Brancato and Alwin Epple;\n\n \n\n \n●\nthe Class II director includes Sonja Harms and Andreas Fabritius\n\n \n\n \n●\nthe Class III directors include Kurt Lauk and Thomas Speidel.\n\n \n\n74\n\n \n\n \n\nThe term of the Class I directors\nwill terminate at the conclusion of the Company’s 2028 annual general meeting; the term of the Class II directors will terminate\non the conclusion of the Company’s 2026 annual general meeting; and the term of the Class III directors will terminate on the conclusion\nof the Company’s 2027 annual general meeting. None of the Company’s directors has a service contract providing for benefits\nupon termination.\n\n \n\n**Risk Oversight**\n\n \n\nADSE Holdco’s board\nof directors will oversee the risk management activities designed and implemented by ADSE’s management. ADSE Holdco’s board\nof directors will execute its oversight responsibility both directly and through its committees. ADSE Holdco’s board of directors\nwill also consider specific risk topics, including risks associated with ADSE Holdco’s strategic initiatives, business plans and\ncapital structure. ADSE’s management, including its executive officers, will be primarily responsible for managing the risks associated\nwith operation and business of ADSE Holdco and its subsidiaries and will provide appropriate updates to the board of directors and the\naudit committee. ADSE Holdco’s board of directors will delegate to the audit committee oversight of its risk management process,\nand its other committees will also consider risk as they perform their respective committee responsibilities. All committees will report\nto ADSE Holdco’s board of directors as appropriate, including when a matter rises to the level of material or enterprise risk.\n\n \n\n**Meetings and Committees of the Board of Directors**\n\n \n\nADSE Holdco has a separately\nstanding audit committee, Nomination committee and compensation committee.\n\n \n\n**Audit Committee Information**\n\n \n\nADSE Holdco’s audit\ncommittee of the board of directors consists of Sonja Harms, Andreas Fabritius and Alwin Epple, each of whom is independent under the\napplicable Nasdaq listing standards. A written charter for the audit committee was adopted on December 22, 2021 and amended on April 10,\n2025, which has been posted to ADSE Holdco’s website at https://adstec-energy.com/investor-relations-corporate-governance/. The\npurpose of the audit committee is, among other things, to assist the Board in its oversight responsibilities relating to appointing, retaining,\nsetting compensation of, and supervising ADSE Holdco’s independent accountants, reviewing the results and scope of the audit and\nother accounting related services and reviewing ADSE Holdco’s accounting practices and systems of internal accounting and disclosure\ncontrols.\n\n** **\n\n**Financial Experts on Audit Committee**\n\n \n\nThe audit committee will always\nbe composed exclusively of “independent directors,” as defined for audit committee members under the exchange listing standards\nand the rules and regulations of the SEC, who are “financially literate.” “Financially literate” generally means\nbeing able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash\nflow statement. In addition, ADSE Holdco will be required to certify to Nasdaq that the audit committee has, and will continue to have,\nat least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or\nother comparable experience or background that results in the individual’s financial sophistication.\n\n \n\nSonja Harms, PhD serves as\nthe audit committee financial expert.\n\n \n\n**Nomination Committee Information**\n\n \n\nADSE Holdco’s nomination\ncommittee of the board of directors is comprised of Kurt Lauk. Each member of the nomination committee is independent under the applicable\nlisting standards. The nomination committee adopted a written charter on December 22, 2021, which has been posted to ADSE Holdco’s\nwebsite at https://adstec-energy.com/investor-relations-corporate-governance/. The nomination committee is responsible for overseeing\nthe selection of persons to be nominated to serve on ADSE Holdco’s board of directors.\n\n** **\n\n75\n\n \n\n** **\n\n**Guidelines for Selecting Director Nominees**\n\n \n\nThe nomination committee will\nconsider persons identified by its members, management, shareholders, investment bankers and others. The guidelines for selecting nominees,\nwhich are specified in the nomination committee charter, generally provide that persons to be nominated:\n\n \n\n \n●\nshould have demonstrated notable or significant achievements in business, education or public service;\n\n \n\n \n●\nshould possess the requisite intelligence, education and experience to make a significant contribution to ADSE Holdco’s board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and\n\n \n\n \n●\nshould have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.\n\n \n\nThe nomination committee will\nconsider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in\nevaluating a person’s candidacy for membership on ADSE Holdco’s board of directors. The nomination committee may require certain\nskills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also\nconsider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nomination committee\nwill not distinguish among nominees recommended by shareholders and other persons.\n\n** **\n\n**Compensation Committee Information**\n\n \n\nADSE Holdco’s compensation\ncommittee of the board of directors consists of Joseph Brancato, Andreas Fabritius and Alwin Epple, each of whom is independent under\nthe applicable Nasdaq listing standards. The compensation committee adopted a written charter on December 22, 2021, which has been posted\nto ADSE Holdco’s website at https://adstec-energy.com/investor-relations-corporate-governance/. The purpose of the compensation\ncommittee is to facilitate the Board’s discharge of its responsibilities relating to reviewing and approving compensation paid to\nADSE’s officers and directors and administering ADSE Holdco’s incentive compensation plans, including authority to make and\nmodify awards under such plans.\n\n \n\n**Code of Business Ethics**\n\n \n\nADSE Holdco has adopted a\nCode of Conduct and Code of Business Ethics that apply to all of ADSE’s employees, officers, and directors. This includes ADSE’s\nprincipal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar\nfunctions. The full text of ADSE Holdco’s Code of Conduct and Code of Business Ethics has been posted on ADSE Holdco’s website\nat https://www.ads-tec-energy.com/en/company/corporate-governance/. ADSE Holdco intends to disclose on its website any future amendments\nof the Code of Conduct or Code of Business Ethics or waivers that exempt any principal executive officer, principal financial officer,\nprincipal accounting officer or controller, persons performing similar functions, or ADSE Holdco’s directors from provisions in\nthe Code of Conduct and Code of Business Ethics. Information disclosed on ADSE Holdco’s website is not a part of this Annual Report.\n\n \n\n**Clawback Policy**\n\n \n\nADSE Holdco has adopted a\nclawback policy to provide for the recovery of erroneously-award incentive compensation, as required by the Dodd-Frank Wall Street Reform\nand Consumer Protection Act, final SEC rules and applicable listing standards.\n\n** **\n\n**Compensation Committee Interlocks and Insider\nParticipation**\n\n \n\nNone of the members of the\ncompensation committee is currently, or has been at any time, one of ADSE’s officers or employees. None of ADSE’s executive\nofficers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any\nentity that has one or more executive officers serving as a member of ADSE Holdco’s board of directors or compensation committee.\n\n \n\n76\n\n \n\n \n\n**Shareholder and Interested Party Communications**\n\n \n\nPrior to the consummation\nof the Transactions, ADSE Holdco’s board of directors did not provide a process for shareholders or other interested parties to\nsend communications to the board of directors of ADSE Holdco because management believed that it was premature to develop such processes\ngiven the limited liquidity of the Ordinary Shares at that time. However, management of ADSE Holdco may establish a process for shareholder\nand interested party communications in the future.\n\n** **\n\n**Indemnification Agreements**\n\n \n\nADSE has entered into separate\nindemnification agreements with its directors and executive officers. These agreements, among other things, require ADSE Holdco and ADSE\nGM to jointly and severally indemnify ADSE Holdco’s directors and ADSE’s (including ADSE GM’s) executive officers as\nwell as ADSE GM’s directors for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred\nby any such director or executive officer in any action or proceeding arising out of their services as one of ADSE Holdco’s or ADSE\nGM’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person\nprovides services at ADSE Holdco’s or ADSE GM’s request. ADSE believes that these indemnification agreements are necessary\nto attract and retain qualified persons as directors and officers.\n\n** **\n\n**6.D. Employees**\n\n \n\nFor information about employees,\nsee Item 4.B of this Annual Report, “Employees and Human Capital Management,” contained in this Annual Report and incorporated\nherein by reference.\n\n \n\n**6.E. Share Ownership**\n\n \n\nFor information regarding\nthe share ownership of directors and officers, see “Item 7.A. Major Shareholders and Related Party Transactions-Major Shareholders.\nFor information as to our equity incentive plans, see “Item 6.B. Director, Senior Management and Employees-Compensation-2021 Omnibus\nIncentive Plan*.*”\n\n** **\n\n**6.F. Disclosure of a Registrant’s Action to Recover Erroneously\nAwarded Compensation**\n\n** **\n\nNot applicable."}