UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2022 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies • New York
This CONTRACT OF EMPLOYMENT (the “Contract”) is made between Freyr AS organization number 926 089 862 (hereinafter referred to as the “Company”) and Are Lysnes Brautaset (hereinafter referred to as the “Employee”)Contract of Employment • May 27th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
The Company was established as a result of a merger of Freyr AS with organization number 920 388 620 (“Freyr”) and certain other companies (the “Transaction”) by way of a Business Combination Agreement signed on 29 January 2021 (the “BCA”). This Contract shall be effective on the date of the Second Closing (as defined in the BCA) (the “Commencement Date”). For the purpose of this Contract, “Company” means Freyr AS with organization number 926 089 862, together with its subsidiaries, affiliates, successors or assigns, the “Group”.
FREYR AS NOTICE OF GRANT OF STOCK OPTIONFreyr As • May 27th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
Pursuant to that certain Engagement Agreement duly executed and entered into as of the 1st day of March 2019, by and between FREYR AS, a Norwegian corporation with company registration number 920 388 620 (“Company”) and EDGE Global LLC, a Pennsylvania limited liability company with registration number 82-3080542 (“Participant”) (“Engagement Agreement”), notice is hereby given of the following option grant (the “Award”) to acquire ordinary shares in the Company:
AGREEMENT AND PLAN OF MERGER by and between FREYR BATTERY and FREYR BATTERY, INC. dated as of October 13, 2023Agreement and Plan of Merger • October 18th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 13, 2023, is by and between FREYR Battery, a public limited liability company (société anonyme), incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 22-24, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B251199 (“FREYR Luxembourg”) and FREYR Battery, Inc., a Delaware corporation and wholly owned subsidiary of FREYR Luxembourg (“FREYR Delaware”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 8.5 or as otherwise defined elsewhere in this Agreement. FREYR Luxembourg and FREYR Delaware are sometimes referred to herein as a “Party” and collectively as the “Parties”.
INVESTMENT AGREEMENTInvestment Agreement • May 27th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
THIS AGREEMENT (hereinafter referred to as “Agreement”) is made and entered into this day of December 4th, 2020 (hereinafter referred to as “Effective Date”), by and between Sumisho Metalex Corporation, a Japanese corporation with its principal place of business at 1-43, Kandanishiki-cho, Chiyoda-ku, Tokyo 101-0054, Japan (hereinafter referred to as “SMX”)
This EXECUTIVE CHAIRMAN AGREEMENT (the “Agreement”) is made between FREYR Battery corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, registered with the Luxembourg Trade and...Executive Chairman Agreement • August 9th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
Lease AgreementLease Agreement • February 27th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
This CONTRACT OF EMPLOYMENT (the “Contract”) is made between Freyr AS organization number 926 089 862 (hereinafter referred to as the "Company") and Tom Einar Jensen (hereinafter referred to as the "Employee")Contract of Employment • August 9th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
The parent company of the Freyr-group is FREYR Battery (the “Parent Company”), 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) under number B 251199.
CONSULTANCY AGREEMENTConsultancy Agreement • August 10th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
This Consultancy Agreement (this “Agreement”) is entered into by and between FREYR Battery, a company in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce des Sociétés) under number B 251199 (the “Company”) and Tom Einar Jensen, a resident of Hoffsjef Løvenskiolds vei 3B, 0382 Oslo Norway (the “Consultant”). The Consultant and the Company are referred to herein individually as Party and collectively as Parties.
This CONTRACT OF EMPLOYMENT (the “Contract”) is made 15th April, 2021 between Freyr AS organization number 920 388 620 (hereinafter referred to as the "Company") and Kunwoo Lee (hereinafter referred to as the "Employee")Contract of Employment • May 27th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
Please be informed that all employees in FREYS AS will be transferred over to FREYR Battery AS (with organization number 926 089 862) during the second quarter of 2021. For the purpose of this contract this transfer is to be considered a business transfer ("virksomhetsoverdragelse") under the same terms and conditions as outlined below.
This CONTRACT OF EMPLOYMENT (the "Contract") is made betweenContract of Employment • August 10th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
This CONTRACT OF EMPLOYMENT (the “Contract”) is made 17th June, 2021 between Freyr AS (organization number 920 388 620) (hereinafter referred to as the "Company") andContract of Employment • February 27th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
Please be informed that all employees in FREYS AS will be transferred over to FREYR Battery Norway AS (with organization number 926 089 862) during the third quarter of 2021. For the purpose of this contract this transfer is to be considered a business transfer under the same terms and conditions as outlined below. Further, when FREYR has set up a parent company in the EU, the employee relationship can be transferred from the AS in Norway to that company. The change in the regulatory framework may result in a need to adapt some of the terms. This will not worsen the overall offer and only be implemented based on agreement between the parties.
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2022 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Employment Agreement (this “Agreement”) is made and entered into as of May 9, 2022 (the “Effective Date”), by and between Freyr Battery US Holding, Inc., a Delaware Corporation (the “Company”), and Oscar K. Brown (the “Employee” and, together with the Company, the “Parties”).
Separation AgreementSeparation Agreement • April 5th, 2022 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
The parties have agreed to end the employment relationship between the Employee and the Company and settle any and all claims between the parties in accordance with the following terms and conditions:
AMENDMENT TO THE GROUND LEASE AGREEMENTGround Lease Agreement • February 27th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
This CONTRACT OF EMPLOYMENT (the “Contract”) is made 23 March 2022 between FREYR Battery Norway AS (organization number 926 089 862) (hereinafter referred to as the "Company", together with its subsidiaries, affiliates, successors or assigns, the...Contract of Employment • February 27th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
FIRST AMENDMENT TO LICENCE AND SERVICES AGREEMENTLicence and Services Agreement • May 7th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies • New York
This First Amendment to the License and Services Agreement (the “First Amendment”) is made as of this 18th day of January 2021 (the “First Amendment Effective Date”) by and between:
LETTER OF INTENTLetter of Intent • March 26th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
AMENDMENT 2 TO THE LICENSE NAD SERVICES AGREEMENTLicense Nad Services Agreement • February 27th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
This Amendment (“Amendment”) is effective as of April 27, 2022 (“Amendment Effective Date”) and hereby amends the License and Services Agreement between 24M Technologies, Inc. (“24M”) and Freyr AS, which has been succeeded by FREYR Battery Norway AS (“Freyr”), effective December 15, 2020 (the “Agreement”). In the event of a conflict between this Amendment and the Agreement, this Amendment shall govern.
LICENSE AND SERVICES AGREEMENT BETWEEN (1) 24M TECHNOLOGIES, INC. AND (2) FREYRLicense and Services Agreement • May 7th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies • New York
This LICENSE AND SERVICES AGREEMENT (the “Agreement”) commences on and from 15th December 2020 (the “Effective Date”) and is entered into by and between:
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • May 27th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) dated as of [●], 2021 is between Alussa Energy Acquisition Corp., a Cayman Islands exempted company (the “Company” or “Alussa”), FREYR Battery, a public limited liability company (société anonyme) incorporated under the laws of Luxembourg (“Pubco”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
AMENDED AND RESTATED SETTLEMENT AGREEMENTSettlement Agreement • August 10th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
Freyr Battery Norway AS, a company incorporated in Norway with the organization number 929 340 019, the successor of Freyr AS, (the "Company");
THE FIRST ADDITIONAL AGREEMENT TO Agreement no. 3046D (Ground Lease Agreement) - between Mo Industripark and FREYRThe First Additional Agreement • February 27th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
This first additional agreement (hereafter "Change Agreement") to Agreement no. 3046D the (Ground Lease Agreement) has been entered into between:
RETIREMENT OF EXECUTIVE CHAIRMAN AGREEMENT (the Retirement Agreement)Retirement of Executive Chairman Agreement • August 10th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
The Parties agree that the role of an executive chairman of the Company contemplated by the executive chairman agreement dated 3 June 2021 and its annexes (the Agreement) shall terminate with immediate effect. The termination of the role as executive chairman shall be governed by the provision of this Retirement Agreement, supplemented by the provisions of the Agreement as applicable:
ContractForm of Agreement • August 9th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
[CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.]
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Employment Agreement (this “Agreement”) is made and entered into as of December 12, 2022, by and between FREYR Battery US Holding, Inc., a Delaware corporation (the “Company”), and Jeremy Bezdek (the “Employee” and, together with the Company, the “Parties”).
Ground Lease Agreement between Mo Industripark AS, reg. no. 914 780 152 (hereafter referred to as the Lessor) and Freyr Battery Norway AS, reg. no. 926 089 862 (hereafter referred to as the Lessee) Agreement no.: 3046D (hereafter referred to as the...Ground Lease Agreement • February 27th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
ENGAGEMENT AGREEMENTEngagement Agreement • March 26th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
THIS ENGAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the day 1st of March 2019, by and between FREYR AS, a Norwegian corporation with company registration number 920 388 620 (“Company”) and EDGE Global LLC, a Pennsylvania limited liability company with registration number 82-3080542 (“EDGE”). Company and EDGE may be referred to herein individually as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO LICENCE AND SERVICES AGREEMENTLicence and Services Agreement • February 27th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies • New York
This Third Amendment to the License and Services Agreement (the “Third Amendment”) is made as of this 21st. day of December 2022 (the “Third Amendment Effective Date”) by and between:
Outdoor area lease agreement between Mo Industripark AS Business registration no 914 780 152 (hereinafter referred to as the Lessor) and Freyr Battery Norway AS Business registration no 926 089 862 (hereinafter referred to as the Tenant) Agreement no...FREYR Battery • August 9th, 2021 • Miscellaneous electrical machinery, equipment & supplies
ContractLicense and Services Agreement • February 27th, 2023 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies • Delaware
[CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.]
AMENDMENT TO THE ENGAGEMENT AGREEMENTEngagement Agreement • March 26th, 2021 • FREYR Battery • Miscellaneous electrical machinery, equipment & supplies
Pursuant to the Engagement Agreement executed between FREYR AS, a Norwegian corporation with company registration number 920 388 620 (“Company”) and EDGE Global LLC, a Pennsylvania limited liability company with registration number 82-3080542 (“EDGE”) that became effective on March 1, 2019 (“Engagement Agreement”), Company and EDGE hereby agree to extend the Engagement Agreement and modify certain terms as outlined in this amendment (the “Amendment”), which shall become effective as of July 1, 2020.
