Reconciliation and tie between Trust Indenture Act of 1939 and Indenture*Indenture • January 5th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • New York
WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture; and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2024 (the “Agreement”), by and among FREYR Battery, Inc., a Delaware corporation (the “Company”), and Trina Solar (Schweiz) AG, a company organized under the laws of Switzerland (the “Investor”). The Investor and any other party that may become a party hereto pursuant to Section 9(c) are referred to collectively as the “Stockholders” and individually each as a “Stockholder.”
This CONTRACT OF EMPLOYMENT (the “Contract”)Contract of Employment • February 29th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories
The Employee is entitled to 25 days of vacation per calendar year, excluding potential Company shut down days, with holiday allowance in accordance with the Holidays Act, as well as statutory determined holidays. Vacation days must be taken at times appropriate to the local work situation and be approved beforehand by the Employee’s direct manager, in accordance with the Holiday Act.
AGREEMENT AND PLAN OF MERGER by and between FREYR BATTERY and FREYR BATTERY, INC. dated as of October 13, 2023Merger Agreement • October 18th, 2023 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • 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”.
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • Delaware
This Employment Agreement (this “Agreement”) is made and entered into as of June 3, 2024 (the “Effective Date”), by and between FREYR Battery US Holding, Inc., a Delaware corporation (the “Company”), and Evan Calio (the “Employee” and, together with the Company, the “Parties”).
AMENDMENT NO. 2 TO WARRANT AGREEMENTWarrant Agreement • January 2nd, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • New York
This Amendment No. 2 to the Warrant Agreement (this “Amendment”) is made as of December 31, 2023 by and among FREYR Battery, Inc., a Delaware corporation (the “Company”), Alussa Energy Acquisition Corp., a Cayman Islands exempted company (“Alussa”), FREYR Battery, a public limited liability company (société anonyme) incorporated under the laws of Luxembourg (“FREYR”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of November 25, 2019, by and between Alussa and the Warrant Agent, as amended by Amendment No. 1 to the Warrant Agreement, dated as of July 7, 2021, by and among FREYR, Alussa and the Warrant Agent (the “Existing Warrant Agreement” and, together with the Amendment, the “Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant
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.] TRANSACTION AGREEMENT by...Transaction Agreement • November 6th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • Delaware
This TRANSACTION AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2024 (the “Agreement Date”), by and among FREYR Battery, Inc., a Delaware corporation (“Acquiror”), and Trina Solar (Schweiz) AG, an entity organized under the laws of Switzerland (the “Seller”).
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • November 6th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • New York
This MUTUAL TERMINATION AGREEMENT (the “Agreement”), dated as of November 4, 2024, is entered into by and among 24M Technologies, Inc, a Delaware corporation (the “Licensor”), FREYR Battery Norway AS (formerly known as FREYR AS), a Norwegian limited liability corporation, FREYR Battery US, LLC (formerly known as FREYR Battery KSP JV, LLC), a Delaware limited liability company (collectively, FREYR Battery Norway AS and FREYR Battery US, LLC deemed the “Licensee”) and FREYR Battery, Inc. (“FREYR” and, together with the Licensee, the Licensor, the four parties deemed “Parties”, and each a “Party”).
EMPLOYMENT TERMINATION AND CONSULTING CONTRACT (the “Contract”) made on the 6th of November 2024 between FREYR Battery Norway AS (organisation number: 929 340 019) (hereinafter referred to as the “Company”) and Tom Einar Jensen (hereinafter referred...Employment Termination and Consulting Contract • November 6th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories
COOPERATION AGREEMENTCooperation Agreement • April 18th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories
This Cooperation Agreement (this “Agreement”), dated as of April 18, 2024 (the “Effective Date”), is by and among Teknovekst Invest AS, a private limited liability company incorporated under the laws of Norway, Vanir Invest Holding AS, a private limited liability company incorporated under the laws of Norway, Teknovekst AS, a company incorporated under the laws of Norway and Tore Ivar Slettemoen (each, a “Stockholder,” and, together, the “Stockholders”), and FREYR Battery, Inc., a Delaware corporation (the “Company”). Capitalized terms in this Agreement shall have the meanings set forth in this Agreement.
CHIEF EXECUTIVE OFFICER SEPARATION AND RELEASE AGREEMENT (the Separation Agreement) between FREYR Battery Norway AS (the “Company”);Separation Agreement • June 6th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories
The Parties agree that the employment of the CEO contemplated by the employment agreement dated September 29, 2023 (the “Employment Agreement”) shall terminate/expire on June 30, 2024 with release of work on June 6, 2024. The departure from the CEO’s position shall be governed by the provision of this Separation Agreement, supplemented by the provisions of the Employment Agreement as applicable, mutatis mutandis:
June ____5_____, 2024Separation Agreement • June 6th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories
(A)The Employee was employed by the Company as the Group Chief Financial Officer of the Parent Company and its subsidiaries (including the Company) under the terms of an employment agreement made and entered into as of May 9, 2022 (the “Employment Agreement”).
SEPARATION AGREEMENTSeparation Agreement • August 9th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories
(A)The Employee was employed by the Company as the President of the Company and EVP Corporate Development of the Parent Company and its subsidiaries (including the Company) under the terms of an employment agreement made and entered into as of December 12, 2022 (the “Employment Agreement”).
CHIEF LEGAL OFFICER SEPARATION AND RELEASE AGREEMENT (the Separation Agreement)Separation and Release Agreement • September 10th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories
WHEREAS the Board of Directors of the Parent Company (the “Board”) has on June 26, 2024 decided that the Employee shall be terminated.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 6th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 6, 2024, by and between FREYR Battery, Inc. (“FREYR” or the “Company”), a Delaware corporation and Encompass Capital Advisors LLC (the “Stockholder”). FREYR and the Stockholder are sometimes referred to as a “Party” and collectively the “Parties”. For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Transaction Agreement (as defined below).
COOPERATION AGREEMENTCooperation Agreement • November 6th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories
This Cooperation Agreement (this “Agreement”), dated as of [●], 2024 (the “Effective Date”), is by and among Trina Solar (Schweiz), AG, a company organized under the laws of Switzerland (the “Stockholder”), and FREYR Battery, Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 6th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • Delaware
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 6, 2024, by and among FREYR Battery, Inc., a Delaware corporation (the “Company”), and Trinaway Investment Second Ltd., a British Virgin Islands company (the “Buyer”).
CONTRACT OF EMPLOYMENT (the “Contract”) made on the 28th of August 2024 between FREYR Battery Norway AS (organisation number: 929 340 019) (hereinafter referred to as the “Company” or the “Employer”) and Tom Einar Jensen (hereinafter referred to as...Employment Agreement • September 4th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories
AMENDMENT NO. 1 TO CONSULTANCY AGREEMENTConsultancy Agreement • August 9th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • Pennsylvania
This Amendment No. 1 to the Consultancy Agreement (as defined below) (the "Amendment") is made and entered into as of this 9th day of August, 2024 (the "Effective Date"), by and between Peter Matrai, a resident of Pennsylvania (the "Consultant"), and FREYR Battery, Inc., a Delaware corporation with a principal place of business at 6&8 East Court Square, Suite 300, Newnan, GA 30263, USA (the "Company"). The Consultant and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
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.] CONVERTIBLE SERIES A...Convertible Series a Preferred Stock Purchase Agreement • November 6th, 2024 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • Delaware
This CONVERTIBLE SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 6, 2024, is entered into by and between FREYR Battery, Inc., a Delaware corporation (“FREYR” or the “Company”), and each of the entities listed in Schedule I to this Agreement (each a “Purchaser” and collectively, the “Purchasers”). FREYR and the Purchasers are referred to herein individually as a “Party” and collectively as the “Parties.”
