Exhibit 10.1
ads-tec Energy plc, 10 Earlsfort Terrace, D02 T380 Dublin 2
9 April 2026
Via Email and Overnight Courier
To:
Lucerne Capital Master Fund L.P. 73 Arch Street, 3rd floor Greenwich, CT 06830 United States of America E-Mail: pmoroney@lucernecap.com
(the Warrantholder)
CC:
ads-tec Energy GmbH Heinrich-Hertz-Straße 1 72622 Nürtingen, Germany
Arthur Cox LLP
Dublin 2, D02 T380 Ireland Attention: Connor Manning Email: connor.manning@arthurcox.com Re: Company Warrant Adjustment Notice
Ladies and Gentlemen:
We refer to each Warrant, dated as of 26 August 2024, by and among ADS-Tec Energy PLC (the company) and the applicable Warrantholder (each, a ”Warrant” and together, the “Warrants”). Unless otherwise specified herein, capitalized terms used but not defined in this letter have meanings given in the Warrants.
Pursuant to Section 3(a) and 3(b) of the Warrants and subject to the terms of this letter, the Company hereby provides notice to each Warrantholder and the Transfer Agent that as of the date hereof, the Exercise Price of the Warrants has been adjusted to $1.00 per Warrant and the number of Warrant Shares issuable upon the exercise of each Warrant has been adjusted, as set forth with respect to each Warrantholder on Annex A hereto.
IN WITNESS WHEREOF, the undersigned has executed this notice as of the date first written above.
| ADS-TEC Energy PLC | ||
| By: | /s/ Torsten Klee | |
| Name: | Torsten Klee | |
| Title: | Chief Financial Officer |
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Annex A
Warrant Adjustment
| Warrantholder | Exercise Price | Warrant Shares Issuable | ||
| Pre-Adjustment | As Adjusted | |||
| Lucerne Capital Master fund L.P. | Warrant Certificate No. 16 | $6.20 | $1.00 | 1.838.710 |
| Lucerne Capital Master fund L.P. | Warrant Certificate No. 17 | $6.20 | $1.00 | 600.001 |
| Lucerne Capital Special Opportunity Fund, Ltd. | Warrant Certificate No. 18 | $6.20 | $1.00 | 66.666 |
| Lucerne Capital Master fund L.P. | Warrant Certificate No. 19 | $6.20 | $1.00 | 666.667 |
| Lucerne Capital Master fund L.P. | Warrant Certificate No. 20 | $6.20 | $1.00 | 666.667 |
| Lucerne Capital Master fund L.P. | Warrant Certificate No. 21 | $6.20 | $1.00 | 1.333.334 |
| Total | 5.172.045 |
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