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 13th, 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”.
AMENDMENT NO. 2 TO WARRANT AGREEMENTWarrant Agreement • October 13th, 2023 • FREYR Battery, Inc. /DE/ • Electronic components & accessories • New York
This Amendment No. 2 to the Warrant Agreement (this “Amendment”) is made as of , 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 Agreement.
