Exhibit 10.1


 


November
25, 2019


 


Alussa
Energy Acquisition Corp.


PO
Box 500, 71 Fort Street


Grand
Cayman KY1-1106


Cayman
Islands


 


Re: Initial
Public Offering


 


Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) to be entered into by and among Alussa Energy Acquisition Corp., a Cayman
Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of
the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), and one-half of one warrant. Each whole Warrant (each, a “Warrant”) entitles
the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold
in the Public Offering pursuant to the registration statements on Form S-1 (File Nos. 333-234440 and 333-253258)
and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the
“Commission”) and the Company shall apply to have the Units listed on the New York Stock Exchange. Certain
capitalized terms used herein are defined in Section 13 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Alussa Energy Sponsor
LLC (the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s
board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agree with the Company as follows:


 


1. The
Sponsor and each Insider agrees that (A) if the Company seeks shareholder approval of a proposed Business Combination, then in
connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor
of any proposed Business Combination and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder
approval, (B) if the Company engages in a tender offer in connection with any proposed Business Combination, it, he or she shall
not sell any Shares to the Company in connection therewith and (C) if the Company seeks shareholder approval of any proposed amendment
to the Charter prior to the consummation of a Business Combination, it, he or she shall not redeem any Shares owned by it, him
or her in connection with such shareholder approval.


 


2. The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the
time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business
days thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares sold as part of the Units in
the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay any taxes (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii)
above to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of
applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter (i) that would affect the substance
or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100%
of the Offering Shares if the Company does not complete a Business Combination within the time period described in the Prospectus
or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity, unless
the Company provides its public shareholders with the opportunity to redeem their Ordinary Shares upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes, divided by
the number of then outstanding Offering Shares.


 






    


     


    

 


The
Sponsor, each Insider and each of the Encompass Funds (defined below) acknowledges that it, he or she has no right, title, interest
or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation
of the Company with respect to the Founder Shares held by it, him or her. The Sponsor, each Insider and each of the Encompass
Funds hereby further waives any claim such Sponsor, Insider or Encompass Fund may have in the future as a result of, or arising
out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever
except in each case with respect to the Insider’s right to a pro rata interest in the proceeds held in the Trust Fund for
any Offering Shares such Sponsor, Insider or Encompass Fund may hold.


 


3. During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree
to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to any Units, Ordinary Shares, Founder Shares, Warrants or any securities
convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units,
Ordinary Shares, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares
owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or
(iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth
in this Section 3 or Section 7 below, the Company shall announce the impending release or waiver by press release through a major
news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall
only be effective two business days after the publication date of such press release. The provisions of this Section will not
apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in
writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain
in effect at the time of the transfer.


 


4. In
the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any
other shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all
loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any
claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for services
rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered into a
letter of intent, confidentiality or other similar agreement or a Business Combination agreement (a
“Target”); provided, however, that such indemnification of the Company by the
Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other
than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount
of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount per
share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of
the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account
which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of
any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the
Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event
that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to
the extent of any liability for such third party claims. The Sponsor shall have the right to defend against any such
claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of
notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such
defense.


 






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5. To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost,
a number of Founder Shares in the aggregate equal to 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 3,750,000.


 


6. Each
officer of the Company hereby agrees not to become an officer or director of any other any other special purpose acquisition company
with a class of securities registered under the Exchange Act until the Company has entered into a definitive agreement regarding
an initial Business Combination or unless the Company has failed to complete a Business Combination within the time period set
forth in the Charter.


 


(b)
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably
injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under Sections 1, 2, 3, 4, 5, 6(a),
7(a), 7(b), 8, 9 and 10, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for
such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other
remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion
thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent
to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted
for share splits, share capitalizations, rights issuances, subdivisions, 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 or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Ordinary Shares issued
or issuable upon the conversion of the Private Placement Warrants), until 30 days after the completion of a Business Combination
(the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period,
the “Lock-up Periods”).


 


(c) Notwithstanding
the provisions set forth in Sections 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary
Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are
held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers
or directors, any members of the Sponsor, or any affiliates of the Sponsor; (b) in the case of an individual, transfers by
gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers
by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant
to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation
of a Business Combination at prices no greater than the price at which the securities were originally purchased; (f) transfers
in the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (g) transfers
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of
the Sponsor; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter
into a written agreement agreeing to be bound by the restrictions herein.


 






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(d)
Each of the undersigned funds advised by Encompass Capital Advisors LLC (the “Encompass Funds”) hereby
agrees to enter into an agreement in accordance with the guidelines of Rule 10b5-1 under the Exchange Act to place limit orders,
through an independent broker-dealer registered under Section 15 of the Exchange Act which is not affiliated with the Company
nor part of the underwriting or selling group in connection with the Offering, to purchase an aggregate of up to 4,500,000 of
the Company’s warrants in the open market at market prices, and not to exceed $0.75 per warrant during the period commencing
on the later of (i) the date separate trading of the warrants commences or (ii) sixty calendar days after the end of the “restricted
period” under Regulation M, continuing until the date that is the earlier of (a) twelve (12) months from the date of the
Prospectus filed in connection with the Offering and (b) the date that the Company announces that it has entered into a definitive
agreement in connection with a Business Combination, or earlier in certain circumstances as described in the limit order agreement
(the “Buyback Period”). The limit orders will require the Encompass Funds to purchase any warrants offered
for sale (and not purchased by another investor) at or below a price of $0.75, until the earlier of (x) the expiration of the
Buyback Period or (y) the date such purchases reach 4,500,000 warrants in total. None of the Encompass Funds will have any discretion
or influence with respect to such purchases and will not be able to sell or transfer any warrants purchased in the open market
pursuant to such agreements until following the consummation of a Business Combination. It is intended that the broker’s
purchase obligation will be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit
purchases pursuant to the limit order agreement in certain circumstances. Such warrants will be non-redeemable as long as they
are held by the Encompass Funds. Each of the Encompass Funds hereby agrees not to terminate such agreement without the prior written
consent of the Company.


 


8.
Each of the Insiders agrees to be a director or officer of the Company, as applicable, until the earlier of the consummation by
the Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity. In
the event of the removal or resignation of an Insider as a director or officer (as applicable), each Insider agrees that he or
she will not, prior to the consummation of the Business Combination, without the prior express written consent of the Company,
(i) use for the benefit of the undersigned or to the detriment of the Company or (ii) disclose to any third party (unless required
by law or governmental authority), any information regarding a potential target of the Company that is not generally known by
persons outside of the Company, the Sponsor, or their respective affiliates.


 


9.
The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target
business that is affiliated with any of the Insiders of the Company or their affiliates, such transaction must be approved by
a majority of the Company’s disinterested directors and the Company must obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions for the type of company the Company is seeking
to acquire that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point of view.


 


10. The
Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
background. Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents
and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order
or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
it or he has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial
transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it or he is
not currently a defendant in any such criminal proceeding.


 


11. Except
as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, shall receive from the Company any finder’s fee, reimbursement or cash payments prior to, or
in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination
(regardless of the type of transaction that it is), other than the amounts described in the Prospectus under the heading “Summary
– The Offering – Limited Payments to Insiders.”


 


12. The
Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this
Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby
consents to being named in the Prospectus as an officer and/or director of the Company.


 






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13. As
used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall
mean (a) the 7,187,500 of the Company’s Class B ordinary shares, par value $0.0001 per share, initially issued
to the Sponsor (up to 937,500 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment
option is not exercised by the Underwriters) for an aggregate purchase price of $25,000, or $0.003 per share, prior to the consummation
of the Public Offering; (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that
holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to
8,750,000 Ordinary Shares of the Company which the Sponsor has agreed to purchase for an aggregate purchase price of $8,750,000,
or $1.00 per whole Private Placement Warrant, in a private placement that shall occur simultaneously with the consummation of
the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in
the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the
net proceeds of the Public Offering shall be deposited; (viii) “Transfer” shall mean the (a) sale
of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of
or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with
respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and
regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b); and (ix) “Charter” shall mean the
Company’s memorandum and articles of association, as the same may be amended from time to time.


 


14. This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may
not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.


 


15. No
party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this Section shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the
Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


16.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties
hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise
or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns
and permitted transferees.


 


17.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


18.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


19. This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably
submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such
exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


20. Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


21. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is
not consummated and closed by December 31, 2019; provided further that Section 4 of this Letter Agreement shall survive such liquidation.


 


22.
The Company, the Sponsor and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters
is a third party beneficiary of this Letter Agreement.


 


[Signature
Page Follows]


 






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	 	Sincerely,
	 	 
	 	ALUSSA
    ENERGY SPONSOR LLC
	 	 	 
	 	By:	 /s/
    Daniel Barcelo
	 	 	Name:
        Daniel Barcelo

        Title:
        Managing Member

	 	 	 
	 	By:	 /s/
    James Musselman
	 	 	Name:
    James Musselman
	 	 	 
	 	By:	 /s/
    Daniel Barcelo
	 	 	Name:
    Daniel Barcelo
	 	 	 
	 	By:	 /s/
    Nick De’Ath
	 	 	Name:
    Nick De’Ath
	 	 	 
	 	By:	 /s/
    Mavriky Kalugin
	 	 	Name:
    Mavriky Kalugin
	 	 	 
	 	By:	 /s/
    W. Richard Anderson
	 	 	Name:
    W. Richard Anderson
	 	 	 
	 	By:	 /s/
    Germán Curá
	 	 	Name:
    Germán Curá
	 	 	 
	 	By:	 /s/
    Maurice Dijols
	 	 	Name:
    Maurice Dijols
	 	 	 
	 	By:	 /s/
    John Wu
	 	 	Name:
    John Wu


 


	Acknowledged
and Agreed:

                                                                      

        ALUSSA
        ENERGY ACQUISITION CORP.
	 
	 	 	 
	 	 /s/
    Daniel Barcelo	 
	Name: 	Daniel Barcelo	 
	Title:	Chief Executive Officer	 


 


[Signature
Page to Letter Agreement]


 






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Solely
for purposes of Section 7(d) and the second paragraph of Section 2:


 





	 	Encompass Capital Master Fund LP
	 	 	 
	 	 	By: Encompass Capital Advisors LLC, its
    Investment Manager
	 	 	 
	 	By:	/s/ Larry Kassman
	 	Larry Kassman
	 	Chief Financial Officer
	 	 	 
	 	Encompass Capital Master E&P Fund LP
	 	 	 
	 		By: Encompass Capital Advisors LLC, its Investment
    Manager
	 	 	 
	 	By: 	/s/ Larry Kassman
	 	Larry Kassman
	 	Chief Financial Officer




 


 





[Signature Page to Letter Agreement]