ads-tec Energy SPAC Presentation Deck

Risk factors (1/2) The following list of risk factors is provided to certain sophisticated institutional investors in connection with a potential investment in European Sustainable Growth Acquisition Corp ("EUSG"), or a newly formed holding company, as part of a proposed business combination between the Company and EUSG pursuant to which the combined company will become a publicly traded company (the "Business Combination"). References to "we," "us" or "our" are to the Company and, following the Business Combination, refer to the combined company. The list of risk factors has not been prepared for any other purpose. Investing in the combined company's common shares to be issued in connection with the Business Combination involves a high degree of risk. Investors should carefully consider the risks and uncertainties inherent in an investment including those described below, and conduct their own due diligence investigation, before making an investment decision. If we cannot address any of the following risks and uncertainties effectively, or any other risks and difficulties that may arise in the future, our business, financial condition or results of operations could be materially and adversely affected. The risks described below are not the only ones we face. The following list of risks is not exhaustive, and additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business, financial condition or results of operations. Risks relating to our business will be disclosed in future documents filed or furnished with the US Securities and Exchange Commission ("SEC"), including the documents filed or furnished in connection with the proposed Business Combination. The risks presented in such filings will be consistent with those that would be required for a public company in their SEC filings and may differ significantly from, and will be more extensive than, those presented below. Risks Related to Our Business and Industry The COVID-19 pandemic, and any future outbreak or other public health emergency, could materially affect our business, liquidity, financial condition and operating results. We may experience significant fluctuations in our operating results and rates of growth. If we are unable to manage our growth or execute our growth strategies effectively, our business and prospects may be materially and adversely affected. We face intense competition and could fail to gain, or could lose, market share if we are unable to compete effectively. Our failure to quickly identify and adapt to changing industry conditions may have a material and adverse effect on us. We may be unable to prevent unlawful or fraudulent activities in our operations, and we could be liable for such fraudulent or unlawful activities. Any significant interruptions or delays in IT service or any undetected errors or design faults in IT systems could result in limited capacity, reduced demand, processing delays and loss of customers, suppliers or marketplace merchants and a reduction of commercial activity. Any failure to adapt to technological developments or industry trends could harm our business. Our success depends in large part on our ability to attract and retain high quality management and operating personnel, and if we are unable to attract, retain and motivate well qualified employees, our business could be negatively impacted. We may from time to time pursue acquisitions, which could have an adverse impact on our business, as could the integration of the businesses following acquisition. Exchange rate fluctuations may negatively affect our results of operations. Risks Related to Legal, Regulatory and Tax Matters Our operations are subject to a variety of laws and regulations, and we expect that the extent of regulation applicable to us and our operations will increase over time and that we will be subject to new laws and new regulations. We may become subject to additional laws or regulations or changes to existing laws or regulations, or changes in the interpretation of existing or new laws or regulations, any of which could impact the way we conduct our business. We are subject to increasingly stringent environmental regulations. We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties. We may be unable to continue the use of our domain names or prevent third parties from acquiring and using domain names that infringe upon, are similar to or otherwise decrease the value of our brands, trademarks, or service marks. Employment laws in German are relatively stringent and their application in a more aggressive manner by the German state could negatively impact our activity. We may be subject to litigation, tax proceedings or regulatory proceedings which could result in significant liability. We may be subject to product liability claims if people or property are harmed by the products sold on our platform. Some of our potential losses may not be covered by insurance. We may not be able to obtain or maintain adequate insurance coverage. We may be exposed to enforcement for violating anti-corruption laws, anti-money laundering laws and other similar laws and regulations. Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our sites and our financial results. We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our operating results. adstec 42 Energy

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