REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2021 • Alussa Energy Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among (i) FREYR Battery, a company organized under the laws of Luxembourg (the “Company“), (ii) Alussa Energy Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (iii) certain shareholders of FREYR AS (“FREYR”), a company incorporated under the laws of Norway, set forth on Schedule 1 hereto (the “FREYR Holders”) and (iv) the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, the FREYR Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Underwriting AgreementUnderwriting Agreement • November 29th, 2019 • Alussa Energy Acquisition Corp. • Blank checks • New York
The undersigned, Alussa Energy Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Alussa Energy Acquisition Corp. PO Box 500 71 Fort Street Grand Cayman, KY1 - 1106 Cayman IslandsAlussa Energy Acquisition Corp. • July 29th, 2019 • Blank checks • New York
Alussa Energy Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Alussa Energy Sponsor LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A shares on a one-for-one basis, subject to adj
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 29th, 2019 • Alussa Energy Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 25, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Alussa Energy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Alussa Energy Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • November 29th, 2019 • Alussa Energy Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 25, 2019, is by and between Alussa Energy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 19th, 2019 • Alussa Energy Acquisition Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2019 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Alussa Energy Acquisition Corp. PO Box 500, 71 Fort Street Grand Cayman KY1-1106 Cayman Islands Re: Initial Public Offering Gentlemen:Letter Agreement • November 29th, 2019 • Alussa Energy Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Alussa Energy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registrati
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 29th, 2019 • Alussa Energy Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 25, 2019, by and between Alussa Energy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 19th, 2019 • Alussa Energy Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [________], 2019, by and between Alussa Energy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 29th, 2021 • Alussa Energy Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January ___, 2021, by and between Alussa Energy Acquisition Corp, a Cayman Islands exempted company (“Alussa”), FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with registered office at 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (the “Company”) and the undersigned subscriber (the “Investor”).
ALUSSA ENERGY ACQUISITION CORP.Alussa Energy Acquisition Corp. • November 19th, 2019 • Blank checks • New York
This letter agreement by and between Alussa Energy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Alussa Energy Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 29th, 2021 • Alussa Energy Acquisition Corp. • Blank checks
ALUSSA ENERGY ACQUISITION CORP. PO Box 500, 71 Fort Street Grand Cayman KY1-1106 Cayman IslandsAlussa Energy Acquisition Corp. • November 29th, 2019 • Blank checks • New York
This letter agreement by and between Alussa Energy Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Alussa Energy Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 29th, 2021 • Alussa Energy Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of January 29, 2021 by and among (i) Alussa Energy Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (together with its successors, “Purchaser”), (ii) Alussa Energy Sponsor LLC, a limited liability company formed under the laws of Delaware, in the capacity as the representative from and after the First Closing (as defined below) for the shareholders of Purchaser, as well as Pubco, in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with registered office at 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (“Pubco”), (iv) Norway Sub 1 AS, a private limited liability
January __, 2021 _______________(“Shareholder”) Shareholder Irrevocable Voting Undertaking Ladies and Gentlemen:Alussa Energy Acquisition Corp. • January 29th, 2021 • Blank checks
Reference is made to the Business Combination Agreement (the “BCA”), dated as of the date hereof, by and among, inter alia, (i) Alussa Energy Acquisition Corp (“Purchaser”), (ii) FREYR AS (the “Company”) and (iii) the Major Shareholders (as defined in the BCA). The transactions contemplated by the BCA are referred to as the “Transaction”. Capitalized terms used herein without definition shall have the meaning ascribed thereto in the BCA.
LOCK-UP AGREEMENTLock-Up Agreement • January 29th, 2021 • Alussa Energy Acquisition Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January __, 2021 by and between (i) Alussa Energy Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (together with its successors, the “Purchaser”), (ii) FREYR Battery, a public limited liability company (société anonyme) under the laws of Luxembourg (“Pubco”), (iii) Alussa Energy Sponsor LLC, a limited liability company formed under the laws of Delaware (the “Purchaser Representative”) and (iv) the undersigned (the “Holder”). The Purchaser, Pubco, Purchaser Representative and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
PREFERRED SHARE ACQUISITION AGREEMENTPreferred Share Acquisition Agreement • January 29th, 2021 • Alussa Energy Acquisition Corp. • Blank checks • New York
This PREFERRED SHARE ACQUISITION AGREEMENT (this “Agreement”) is entered into on January ___, 2021, by and between (i) Alussa Energy Acquisition Corp, a Cayman Islands exempted company (“Alussa”), (ii) FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (the “Company”), (iii) Norway Sub 1 AS, a corporation incorporated under the laws of Norway (“Norway Merger Sub 1”), (iv) Encompass Capital Master Fund LP (“Encompass Capital Master Fund”), a Cayman Islands company, BEMAP Master Fund Ltd., a Cayman Islands company (“BEMAP”), and Encompass Capital E L Master Fund L.P. (“Encompass Capital E L Master Fund”, and together with Encompass Capital Master Fund and BEMAP, the “Encompass Investors”, and each, an “Encompass Investor”).
