Exhibit 10.5


 


Alussa Energy Acquisition Corp.

PO Box 500

71 Fort Street

Grand Cayman, KY1 - 1106

Cayman Islands


 


June 14, 2019


 


Alussa Energy Sponsor LLC


251 Little Falls Drive


Wilmington, DE 19808


United
States


 


		RE:	Securities Subscription Agreement



 


Ladies and Gentlemen:


 


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 adjustment,
upon the terms and conditions set forth in the Articles. Unless the context otherwise requires, as used herein “Shares”
shall be deemed to include any Class A Shares issued upon conversion of the Class B Shares comprising the Shares. The terms (this
“Agreement”) on which the Company is willing to issue the Shares to the Subscriber, and the Company and the
Subscriber’s agreements regarding such Shares, are as follows:


 


1. Subscription for Shares.


 


For the sum of $25,000
(the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares
to the Subscriber, and the Subscriber hereby subscribes for the Shares from the Company, subject to forfeiture, on the terms and
subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the
Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the
Shares (the “Original Certificate”) and update its Register of Members accordingly. All references in this Agreement
to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman
Islands law.


 


2. Representations, Warranties and Agreements.


 


2.1 Subscriber’s Representations,
Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents
and warrants to the Company and agrees with the Company as follows:


 


2.1.1 No Government Recommendation or
Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or
endorsement of the offering of the Shares.


 


2.1.2 No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do
not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii)
any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to
which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 




     


     


    

 


2.1.3 Organization
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under
the laws of the Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber,
enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally
and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).


 


2.1.4 Experience, Financial Capability and
Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the
investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of
time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold
unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is
capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own
interests. Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective
registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale.
Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of
Subscriber’s investment in the Shares.


 


2.1.5 Access to Information; Independent
Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and
receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the
accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on
Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due
diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has
been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2
and Subscriber has not relied on any other representations or information in making its investment decision, whether written
or oral, relating to the Company, its operations and/or its prospects.


 


2.1.6 Regulation D Offering. Subscriber
represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is
being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section
501(a) of Regulation D under the Securities Act or similar exemptions under state law.


 


2.1.7 Investment Purposes. The Subscriber
is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or
benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not
decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502 under the Securities Act.


 


2.1.8 Restrictions on Transfer; Shell
Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering within the
meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the
meaning of Rule 144(a)(3) under the Securities Act and Subscriber understands that the certificates or book-entries
representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to
offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred
only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber
agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any
such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent
registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because
the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until one year
following consummation of the initial business combination of the Company, despite technical compliance with the requirements
of Rule 144 and the release or waiver of any contractual transfer restrictions.


 




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2.1.9 No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required,
necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2 Company’s Representations,
Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to
the Subscriber and agrees with the Subscriber as follows:


 


2.2.1 Organization and Corporate Power.
The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction in which the failure
to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or
assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the
transactions contemplated by this Agreement.


 


2.2.2 No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not
violate, conflict with or constitute a default under (i) the Memorandum and Articles of Association of the Company, (ii) any
agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the
Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3 Title to Shares. Upon issuance in
accordance with, and payment pursuant to, the terms hereof, and registration on the register of members of the Company, the
Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant
to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and
encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares
may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances
imposed due to the actions of the Subscriber.


 


2.2.4 No Adverse Actions. There are no
actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to
restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii)
question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection
with any transactions.


 


2.2.5 Authorization. The Class A Shares issuable
upon conversion of the Class B Shares have been duly authorized and reserved for issuance upon such conversion.


 


3. Forfeiture of Shares.


 


3.1 Partial or No Exercise of the
Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in
full, the Subscriber acknowledges and agrees that it (and, if applicable, any transferee of Shares) shall forfeit any and all
rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the
Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and any such transferees)
will own an aggregate number of Shares (not including Class A Shares issuable upon exercise of any warrants or any securities
purchased by Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding Ordinary Shares
immediately following the IPO.


 


3.2 Termination of Rights as
Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber
(or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take
such action as is appropriate to cancel such forfeited Shares.


 


3.3 Share Certificates. In the event an
adjustment to the Original Certificate, if any, is required pursuant to this Section 3, then the Subscriber shall return such
Original Certificate to the Company or its designated agent as soon as practicable upon its receipt of notice from the
Company advising Subscriber of such adjustment, following which a new certificate (the “New Certificate”),
if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber. The New
Certificate, if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated
securities held by the Subscriber shall be made in book-entry form.


 




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4. Waiver of
Liquidation Distributions; Redemption Rights.


 


In connection with
the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any
kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s
public shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”),
in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination.
For purposes of clarity, in the event the Subscriber purchases securities in the IPO or in the aftermarket, any Class A Shares
so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber
have the right to redeem any Ordinary Shares held by it into funds held in the Trust Account upon the successful completion of
an initial business combination.


 


5. Restrictions on Transfer.


 


5.1 Securities Law Restrictions. In
addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) dated on or prior to the closing of the IPO by and between Subscriber and the Company, Subscriber agrees
not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a
registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to
the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel
reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from
registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with
all applicable state securities laws.


 


5.2 Lock-up. Subscriber acknowledges
that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter.
Pursuant to the Insider Letter, Subscriber will agree (subject to certain exceptions) not to sell, transfer, pledge,
hypothecate or otherwise dispose of all or any part of the Shares until the earlier to occur of: (A) one year after the
completion of the Company’s initial business combination or (B) the date on which the Company completes a liquidation,
merger, stock exchange or other similar transaction after its initial business combination that results in all of its
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the
foregoing, if the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after the Company’s initial business combination, the Shares will be released from the
Lock-up.


 


5.3 Restrictive Legends. All certificates
representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER
THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
TERM OF THE LOCKUP.”


 


5.4 Additional
Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an
extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company’s outstanding Ordinary Shares without receipt of
consideration, any new, substituted or additional securities or other property which are by reason of such transaction
distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become
convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution
of such securities or property shall be made to the number and/or class of Ordinary Shares subject to this Section 5 and
Section 3.


 






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5.5 Registration Rights. Subscriber
acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the
Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a
registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration
Rights Agreement”).


 


6. Other Agreements.


 


6.1 Further Assurances. Subscriber
agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the
intent of this Agreement.


 


6.2 Notices. All notices, statements or
other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or
sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the
address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or
fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most
recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any
notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered
personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,
one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


6.3 Entire Agreement. This Agreement,
together with that certain Insider Letter to be entered into between Subscriber and the Company and the Registration Rights
Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement, embodies the entire
agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes
all prior oral or written agreements and understandings relating to the subject matter hereof.


 


6.4 Modifications and Amendments. The terms
and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 


6.5 Waivers and Consents. The terms and
provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed
by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall
constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each
such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall
not constitute a continuing waiver or consent.


 


6.6 Assignment. The rights and obligations
under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.


 


6.7 Benefit. All statements,
representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall
be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


6.8 Governing Law. This Agreement and
the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New
York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law
principles thereof.


 


6.9 Severability. In
the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the
extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the
event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of
this Agreement shall nevertheless remain in full force and effect.


 




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6.10 No Waiver
of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy
under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power
or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto,
nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any
other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy
by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to
or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to
any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party
giving such notice or demand to any other or further action in any circumstances without such notice or demand.


 


6.11 Survival of Representations and
Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement,
certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any
investigations made by or on behalf of the parties.


 


6.12 No Broker or Finder. Each of the
parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its
behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on
the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission
or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on
behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13 Headings and Captions. The headings
and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify
or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14 Counterparts. This Agreement may be
executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.


 


6.15 Construction. The parties hereto
have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this
Agreement. The words “include,” “includes,” and “including” will be
deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa,
unless the context otherwise requires. The words “this Agreement,” “herein,”
“hereof,” “hereby,” “hereunder,” and words of similar import refer
to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend
that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has
breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists
another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of
specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in
breach of the first representation, warranty, or covenant.


 


6.16 Mutual Drafting. This Agreement is
the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


7. Voting and Tender of Shares.





 


Subscriber
agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to
the Company’s shareholders and shall not seek redemption with respect to any of the Shares. Additionally, the Subscriber
agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders in connection
with an initial business combination negotiated by the Company.


 


8. Indemnification.


 


Each party shall indemnify
the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such
party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 




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If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of the Agreement and return
it to us.


 


	 	Very truly yours,
	 	 
	 	Alussa Energy Acquisition Corp.
	 	 	 
	 	By:	/s/ Daniel Barcelo
	 	 	Name: Daniel Barcelo
	 	 	Title: Chief Executive Officer
	 	 	 
	 	Acceped and agreed, June 14, 2019

                     

                    Alussa Energy Sponsor LLC

	 	 	 
	 	By:	/s/ Daniel Barcelo
	 	 	Name: Daniel Barcelo
	 	 	Title: Managing Member


 


[Signature page to Subscription Agreement]