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:Shareholder Irrevocable Voting Undertaking • January 29th, 2021 • Alussa Energy Acquisition Corp. • 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).
