Equipment Supply Agreement with Mpac Lambert Limited dated July 23, 2021

Exhibit 10.43

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[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.]

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375 MWh Pilot Factory

Contract – Casting and Unit Cell Assembly

Contract no.: CNT-FRY-0001

Form of Agreement

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[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.]

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FORM OF AGREEMENT

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This EPC contract (hereinafter referred to as the “Contract”) is made and entered into on 23 July 2021 by and between:

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FREYR Battery Norway AS a company duly organised and incorporated under the laws of Norway with organisation no 926 089 862 and having its registered office at Nytorget 1, 8622 Mo I Rana  (hereafter referred to as “Company”),

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MPAC Lambert Limited , a company duly organised and incorporated under the laws of England and Wales  with organisation no 01089426  having its registered office at Station Estate, Station Road, Tadcaster, North Yorkshire, LS24 9SG  (hereinafter referred to as “Contractor”).

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WHEREAS Company is in the process of realising a Pilot Battery Production Plant in Mo I Rana, Norway, and accordingly desires to have performed engineering, procurement, construction, installation, commissioning and testing of the Contract Object as well as training and operational assistance; and

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WHEREAS Contractor has represented himself to be competent and fully capable of executing the Work in accordance with the terms and conditions of the Contract,

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NOW THEREFORE, Company and Contractor agree as follows:

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Appendix A: Scope of Work

Appendix B: Compensation

Appendix C: Contract Schedule

Appendix D: Administration Requirements

Appendix E: Company’s Documents

Appendix F: Contractor’s Documents

Appendix G: Company’s Deliverables

Appendix H: Subcontractors

Appendix I: Insurances

Appendix J: Bank Guarantee

Appendix K: Parent Company Guarantee

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References in the Contract to the aforementioned Appendices are references to the contents of the respective Appendix or as such content may be varied in accordance with the provisions of Art. 12 to 16 of the Conditions of Contract.

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In this Form of Agreement words and expressions referred to shall have the same meanings as are respectively assigned to them in attached Conditions of Contract.

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a) this Form of Agreement

b) the Conditions of Contract

c) the Appendices in the order as listed above, except Appendix F

d) Appendix F

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Subject to the foregoing, the Contract documents are intended to be mutually correlative and mutually explanatory and any act or thing required to be performed or provided by Contractor in one Contract document and not mentioned in another shall be the responsibility of Contractor at no additional cost or expense to Company or extension of time and without regard to the order of precedence of the respective Contract documents.

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This Contract is entered into and signed in two originals, one for each party, on the date first written above.

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[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.]

375 MWh Pilot Plant

Contract – Casting and Unit Cell Assembly

Contract no.: CNT-FRY-0001

Conditions of Contract

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TABLE OF CONTENTS:

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PART IGENERAL PROVISIONS

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Contractor shall at his own cost replace personnel who conduct themselves in an improper manner or are unsuitable to perform their tasks. If such personnel are transferred or replaced without Company’s approval, liquidated damages shall accrue as provided in Appendix B.

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The parties agree that the liquidated damages given in Appendix B constitute genuine pre-estimates of Company's losses due to transfer or replacement in positions described as key positions in Appendix D, and do not include any kind of penalties. Contractor shall pay such liquidated damages without any proof of loss.

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PART IIPERFORMANCE OF THE WORK

To the extent stated in Appendices A or C, Company is entitled to perform work or let other contractors perform work on the Contract Object. If Company requires work to be performed which is not contained in Appendices A or C, and such work affects Contractor’s performance of the Work, Contractor shall promptly inform Company thereof. Contractor may present a Variation Order Request in accordance with Art. 16.1, provided that the time-limit for presenting a Variation Order Request commences to run from the time the circumstances on which the request is based became or should have become known to Contractor.

In the event that Norwegian laws and regulations have been adopted or requirements or orders of Norwegian authorities have been issued after the signature of the Contract and necessitate Variations to the Work or its execution, and this affects Contractor's costs or progress, either party may demand a change in the Contract Price or Contract Schedule reflecting the effect of such decisions, requirements or orders. Changes in the way in which Norwegian authorities apply such laws or regulations shall be dealt with in the same way. The rules in Art. 12 to 16 apply accordingly, provided that the time-limit for presenting a Variation Order Request commences to run from the time the circumstances on which the request is based became or ought to have become known to Contractor.

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Company shall, in due time, obtain and maintain all other approvals and permits. When so requested by Company, Contractor shall assist in obtaining approvals and permits concerning the Work which can only be obtained in the name of Company.

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When requested by Company, Contractor shall provide copies of all Subcontract documents, provided that the Subcontract concerns an important part of Contractor's delivery.

However, Company is only entitled to request copies showing provisions of price and payment, to the extent Company shall compensate work under the Subcontract on a reimbursable basis.

Contractor is responsible for the interpretation of information concerning Company’s Site that Company has submitted to him.

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PART IIIPROGRESS OF THE WORK

If Contractor should have cause to believe that the Work cannot be carried out in accordance with the milestones set out in Appendix C, he shall promptly notify Company accordingly.

Company shall without undue delay notify Contractor of his view of the information provided by Contractor in accordance with Art. 11.3 a), b) and c). Such notification shall not relieve Contractor from any of his obligations under Art. 11.1.

PART IVVARIATIONS, CANCELLATION AND SUSPENSION

Variations to the Work may include an increase or decrease in the quantity, or a change in character, quality, kind or execution of the Work or any part thereof, as well as changes to the Appendix C.

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Contractor shall in such case without delay submit an estimate to Company in accordance with Article 12.2, unless the parties agree that it is unnecessary.

According to the provisions in Art. 4.3, 5.1, 11.2, 11.4, 16.1, 18.3, 27.1, 27.3 and 28.3, Contractor has the right to request variation in the Contract Price and/or the Contract Schedule.

Company may require Contractor to undertake specific measures to avoid variation work having an effect on the Contract Schedule, or to limit delays as much as possible. The provisions in Art. 12 to 16 apply accordingly.

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provisional compensation in accordance with the provisions of Art. 20. The amount falls due for payment 30 Days after Company has received the invoice.

If Contractor has not presented a Variation Order Request within 14 Days after Company has requested such work to be performed in the manner prescribed in the first paragraph, he loses the right to claim that the work is a Variation to the Work. The same applies to Variation Order Requests issued by Contractor according to other provisions of the Contract.

A Variation Order Request shall be expressly identified as such and be presented on a prescribed form attached to Appendix D. It shall contain a specified description of the work the request concerns.

A Disputed Variation Order shall be expressly identified as such and shall be presented on a prescribed form attached to Appendix D, which shall identify the work in dispute between the parties and state Company's reason for regarding this as part of the Work. If Company will claim that Contractor's request is submitted too late, this must be stated in the Disputed Variation Order.

Upon receipt of a Disputed Variation Order, Contractor shall implement it without undue delay.

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Payment shall be made in accordance with the provisions of Art. 20. Payment in accordance with the provisions of this Art. 17.2 shall be Contractor's sole compensation upon cancellation of the Contract.

Prior to issuance of the Take-Over Certificate, Contractor shall deliver to Company copies of all documents prepared up to cancellation, including incomplete documents and one set of drawings marked up to show the actual as-built status of the Contract Object. Furthermore, Contractor shall deliver copies of all plans, drawings, specifications and other documents which Company has the right to use in accordance with Art. 33.

The notice shall specify which part of the Work shall be suspended, the effective date of the suspension and the expected date for resumption of the Work. Furthermore, it shall state any support functions which shall be maintained while the Work is suspended.

Contractor shall resume the Work after notification by Company.

Contractor's claim for work performed shall be calculated as far as possible in accordance with the principles of Art. 13.2, and the Contract Price shall be adjusted accordingly. Payment shall be made in accordance with the provisions in Art. 20.

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PART VTAKE-OVER AND PAYMENT

The Take-Over Certificate shall be concluded even if minor parts of the Work remain incomplete, provided that they do not have practical impact on Company's use of the Contract Object, or for subsequent work to be performed by Company or Company’s other contractors.

The Take-Over Certificate shall state outstanding items of the Work and contain information on their completion. When the parties disagree, both views shall be recorded in the Take-Over Certificate.

The Take-Over Certificate shall be dated and signed by both parties.

Company has no obligation to pay until Contractor has provided the guarantees in accordance with Art. 21.

Unless otherwise provided for in the Contract, the following deductions may be made from the payment of the Contract Price:

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If it is later established that Company had an obligation to pay the deducted amount, then Company shall pay interest in accordance with Norwegian Act - "Interest on overdue payment" (Norw.: “Forsinkelsesrenteloven”) calculated from the due date for payment of the invoice.

Claims not included in the proposed final account cannot be submitted later by Contractor.

Within 30 Days of receiving the proposed final account, Company shall notify Contractor of any objections to the proposal. Company shall explain the grounds for his objections and state the amount that Company consider to be the correct final account. If Company does not object within the time limit, Contractor's proposal shall be regarded as accepted.

Within 30 Days after receiving notification of Company's opinion of the proposed final account, Contractor shall notify Company if he intends to initiate legal proceedings according to Article 36 concerning the final account. Upon expiry of the time limit, Contractor forfeits his right to institute such proceedings.

Company is entitled to audit during the period of the Contract and for up to 2 years after the end of the year of issuance of the Completion Certificate.

Contractor may require the audit to be performed by a neutral auditor to the extent he demonstrate that there is a probability of confidential information, or information which is not relevant for the purposes of the audit, being disclosed to the wrong parties.

Payment shall not affect Company's audit rights. If charges are proven incorrect, then a new account shall be prepared, whether or not this is in the favour of Contractor.

The guarantee shall amount to 10 percent of the Contract Price.

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If the Completion Certificate is not issued or the Guarantee Period or the additional period in Art. 23.3 has not expired within the time limits stated in the guarantee, then Contractor shall ensure the extension of its validity, so that the guarantee always is valid for the amount required according to these provisions.

As soon as Materials arrive at Site, Contractor shall mark them with an identification number and Company's name, and as far as possible, shall keep them separate from other items.

Contractor does not guarantee the deliverables outlined in Appendix G (including its attachment 1), Company Deliverables .

Contractor also guarantees that the Contract Object will conform during the Guarantee Period to the requirements in the Contract, including Company’s Documents as well as to Contractor’ Documents and the engineering performed by Contractor which is valid at the time of taking-over (final documentation).

Contractor's liability for defects covered by the guarantee is determined in accordance with the provisions of Art. 25.

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applies for one year after the date of completion of the guarantee works, unless the remaining part of the Guarantee Period is longer.

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PART VIBREACH OF CONTRACT

In relation to the Take-Over Date, take-over shall be deemed to have taken place at the signature of the Take-Over Certificate, or at the time it should have been signed in accordance with Art. 19.1 and 19.2.

Contractor's cumulative liability for liquidated damages for delay is limited to [***]% of the Contract Price.

Contractor's payment of liquidated damages shall not release him from his other obligations under the Contract.

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time of termination, Contractor shall, promptly after receipt of an invoice, pay to Company the amount of such excess.

In addition, Company is entitled to damages for delay in the form of liquidated damages in accordance with the provisions of Art. 24.2, calculated on the basis of the number of Days by which the Take-Over Date would have been exceeded if Contractor had completed the Contract Object.

If the suspension lasts for more than 60 Days, Contractor shall, by giving 14 Days prior notification, be entitled to cancel the Contract. If Company has not paid the undisputed amount due within 14 Days after receiving said notice, then the Contract shall be cancelled, and the provisions of Art. 17 shall apply accordingly.

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PART VIIFORCE MAJEURE

Within 14 Days after the Force Majeure situation has ceased, Contractor shall present his claim, if any, for adjustment of Appendix C in accordance with the provisions of Art. 12 to 16. Any adjustments to Appendix C shall be made with due regard to the delay caused to Contractor by the Force Majeure situation.

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PART VIIILIABILITY AND INSURANCES

If any loss or damage to documentation occurs from the start of the Work until such documentation has been handed over to Company, then Contractor shall carry out the necessary measures to ensure that such parts of the Work are completed in accordance with the Contract.

Contractor's obligation to carry out measures stated herein applies regardless of whether negligence in any form has been shown by Company.

Contractor’s liability for such costs for any one occurrence is, however, limited to deductibles for insured's own risk under Company's insurance policy set out in Art. 31.1 b), provided that the loss or damage is covered by such insurance policy.

Contractor shall ensure that Subcontractors waive their right to make any claim against Company when such claims are covered by Contractor's indemnification obligation set forth in this Art. 30.1.

Company shall indemnify Contractor and Subcontractors from and against any claim concerning bodily injury to or loss of life of any personnel of Company, arising out of or in connection with the performance of the Work or caused by the Contract Object in its lifetime. This shall apply regardless of any form of liability whether strict or by negligence, in whatever form, on the part of Contractor or any Subcontractor, unless caused by gross negligence or wilful misconduct.

The parties shall give each other information and other assistance needed for handling the claim. Neither party shall, without the consent of the other party, approve a claim which shall be indemnified, in whole or in part, by the other party.

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The policies shall state that the insurers waive any right of subrogation against Contractor and Subcontractors.

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Such insurance cover shall be effective from the start of the Work and shall be maintained as long as Contractor performs work under the Contract, with the exception of the insurance under Art. 31.2 b) which may expire upon arrival at Company's Site.

The policies shall state that the insurers waive all rights of subrogation against Company.

Contractor shall notify Company in due time before the insurance is cancelled, or lapses for any other reason.

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PART IXLIMITATION AND EXCLUSION OF LIABILITY

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PART XPROPRIETARY RIGHTS, ETC.

The rights to Information, Technology and Inventions are described in a separate document.

d)is rightfully received from a Third Party, without an obligation of confidentiality.

Each of the parties may, however, use or disclose confidential information to a Third Party, to the extent necessary for the performance of and control of the Work and the completion, use, operation, maintenance, repair, modification and extension of the Contract Object. In such cases the parties shall ensure that the Third Party signs a written confidentiality agreement in accordance with Art. 34.

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PART XIOTHER PROVISIONS

The arbitration proceedings shall take place in Oslo, Norway, if no other place is agreed between the Parties. The language of the arbitration proceedings and award shall be English, unless the Parties otherwise agree. The arbitration panel’s decision shall be final and binding on both Parties.

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[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.]

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375 MWh Pilot Factory

Contract – Casting and Unit Cell Assembly

Contract no.: CNT-FRY-0001

Appendix A – Scope of Work

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TABLE OF CONTENTS

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FREYR (Company) plans to develop 40+ GWh of battery cell production capacity by 2025 to position as one of Europe’s largest cell suppliers. The facilities are located in the Mo i Rana industrial complex in Northern Norway, leveraging Norway’s highly skilled workforce and abundant, low-cost renewable energy sources from hydro and wind in a crisp, clear and energized environment. FREYR will supply safe, high energy density and cost competitive clean battery cells to the rapidly growing global markets for electric vehicles, energy storage, marine and aviation applications. FREYR is committed to supporting cluster-based R&D initiatives and the development of an international ecosystem of scientific, commercial, and financial stakeholders to support the necessary expansion of the battery value chain in our region.

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The Pilot battery production line will be established to initiate the above plans and the Scope of Work as further described in this Appendix A includes elements required for the building of a 375 MWh Pilot battery plant.

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The Pilot plant will be located at the quay side of the industrial area of Mo Industrial Park, inside the existing Kamstålbuilding. Information related to the building and infrastructure is provided in FREYR Design Basis Kamstålbygget enclosed in Appendix E.

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The Work to be performed under this Contract comprises the performance of all activities and provision of all resources necessary to perform and complete the Contract Object as well as training of Company's personnel and assistance to Company in order to fulfil the requirements of the Contract.

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These activities include, but are not limited to:

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Schedule for completion of the above activities is further outlined in Appendix C.

Operational assistance after the initial production phase will be provided as part of the scope of work of the separate support & service framework agreement.

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The Contract Object is an Electrode Casting and Unit Cell Assembly Machine. The machine casts electrodes (anode and cathode) onto current collectors (laminated aluminium and copper foil rolls), singulates and stacks the electrode casted foils to produce stacked unit cells at a defined rate.

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The Contract Object includes the following main elements:

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Company’s mandatory requirements to the Contract Object are set out in this Appendix A and further described in documents enclosed in Appendix E and in Mpac - 9.2 Tender Qualifications and Exceptions- Technical 23.07.21.

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HSE (Health, Safety and Environment) and ESG (Environment, Social and Governance) shall be an integrated part of the Work. All activities shall be executed without damage to people, property or environment and with due considerations to Contractor’s ESG. The care of health, safety, environment and society are fundamental parts of Company’s values. HSE and ESG shall have top priority and shall be a key element in all planning and execution of the Work, hereunder the Work to be executed at Company’s Site. HSE including ESG shall be a line responsibility adopted by Contractor’s home office management and carried through to the site management, Subcontractors and to each individual personnel.

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The HSE including ESG requirements regarding the execution of the Work at Company’s Site are set out in Appendix D and E.

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Contractor is responsible for the quality and craftmanship of the Work, including the quality of those parts of the Work performed by Subcontractors. The requirements to Contractor’s quality management system, quality plan, audit and non-conformance handling are set out in Appendix D.

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Company’s detailed requirements for Contractor’s quality control of the Contract Object during the project phases are described in Appendix E, Company’s Quality Control Requirements.

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Contractor shall upon Company’s request provide part measurement data, conduct random inspections, collect samples and carry out root cause analysis activities and tests on the Contract Object.

Contractor shall have an implemented Project Risk Management System. The Project Risk Management System shall include identification of project threats and project opportunities that can benefit the Work.

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Contractor shall establish and maintain a risk and opportunity register describing all relevant project risks (threats and opportunities).

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Appendix D, Administration Requirements specifies requirements for Project Risk Management in more detail.

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Contractor shall co-ordinate and carry out the Work in order to achieve a fully integrated design with optimal interfaces. Contractor shall participate in interface meetings and review and verify all interface information supplied from Company and/or Company’s other contractors for consistency with Contractor’s own design.

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Contractor shall further participate in co-ordination and interface meetings with Company and Company’s other contractors, so that the project is carried out in the safest and most efficient way and shall take all measures to avoid or reduce to a minimum any inconvenience to Company’s other contractors involved in the project. The constraint and obligations resulting from such circumstances shall be deemed included in the Contract Schedule and the Contract Price.

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Company’s other contractors will perform work on Company’s Site. Contractor is obliged to plan and co-ordinate the Work accordingly and co-operate with Company’s other contractors.

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Contractor shall handle interfaces in accordance with the interface procedure set out in Attachment A1, Interface procedure, Company Documents in Appendix E and meet the administrative requirements including provision of an interface plan in accordance with Appendix D.

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All interface work shall be completed in accordance with the milestones in Appendix C.

Contractor shall carry out all general and project management. Furthermore, Contractor shall carry out quality management, administration, planning, scheduling, cost control, reporting and provide other documentation and fulfil and comply with all requirements as further outlined in Appendix D.

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Contractor shall in accordance with the Contract provide insurances, guarantees, financing, licences and permits as required for the performance and completion of the Work.

Contractor’s engineering activities shall be based on, and conform to, the requirements in this Appendix A, Appendix E and Appendix F, and shall be performed in accordance with the Contract Schedule in Appendix C. The Contract Object shall be designed so it is fit for its intended purpose

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and is safe, reliable, maintainable, accessible, operable and efficient throughout its required lifetime.

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Appendix E includes specifications of Company's minimum technical requirements for the Contract Object.

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Contractor shall obtain all necessary information from Company, Company’s other contractors and others required to perform the engineering work.

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Contractors engineering work shall include relevant interface drawings and documents.

Contractor shall be responsible for all procurement and procurement activities required for the Work and completion of the Contract Object.

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Items and services to be provided by Company to Contractor are specified in Appendix G.

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Appendix H comprises the list of approved Subcontractors.

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Contractor shall be responsible for all fabrication necessary for completion of the Contract Object.

Prior to transportation of the Contract Object to Company’s Site, Contractor shall perform Factory Acceptance Test (FAT). The FAT shall test and document the performance of the Contract Object or parts thereof prior to transportation to Company’s Site as further detailed in Appendix E.

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Contractor has full responsibility for performing the FAT with all utilities and equipment required and any necessary waste disposal. Company will provide agreed raw material and samples for FAT testing as per Appendix G. Contractor is responsible to inform Company on the planned FAT date in due time for Company to deliver raw material for the FAT without any delay to the schedule.

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Contractor shall issue the FAT complete checklist for Company’s approval prior to transportation of the Contract Object to Company’s site.

Contractor shall be responsible for properly packaging and transportation of the Contract Object, Materials and other items required for the Work from the place of origin to Company’s Site in Mo I Rana, Norway. This includes obtaining all required certificates, customs clearance, permits, etc. according to applicable laws and regulations, preservation and receipt, unloading, storage and on-site transportation. Contractor’s packaging shall take into account information provided in FREYR Design Basis Kamstålbygget provided in Appendix E.

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Contractor shall advise Company of shipping arrangements well in advance, enabling Company to inspect such arrangements.

Contractor shall carry out the construction and installation work in accordance with the requirements of the Contract.

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Contractor shall when performing work at Company’s Site comply with Company’s applicable regulations regarding site access, local traffic, safety and working regulations and confine his activities to Contractor’s area at Company’s Site. See FREYR HSE requirements enclosed in Appendix E.

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Contractor shall in connection with the Work keep Company’s Site in a clean and tidy order, and free from working equipment not used in order not to obstruct own activities or the activities of others.

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Contractor’s waste from construction activities and testing shall be treated in accordance with the regulations at Company’s Site.

Mechanical completion means the systematic examination involving all disciplines to verify that all components of the Contract Object are correctly delivered, installed and ready for commissioning.

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Contractor shall perform mechanical completion activities as further detailed in Appendix E.

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Upon finalization of mechanical completion, the mechanical completion checklists shall be signed by Contractor and issued to Company for Company’s approval.

Contractor shall in close cooperation with Company perform commissioning and SAT of the Contract Object in accordance with Contractor’s procedures approved by Company and the requirements set forth in Appendix E.

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Contractor shall prepare a Safety Risk Assessment (SRA) and submit to Company before SAT. Company safety team will inspect the machine for safety standards compliance.

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Upon completion of commissioning and SAT, Contractor shall issue the SAT complete checklist to Company for Company’s approval.

Contractor shall perform training of Company’s personnel to a degree enabling such personnel to operate and maintain the Contract Object during the operational phase.

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The training shall be completed prior to commissioning and SAT of the Contract Object. The training shall be based on Contractor’s training program, which shall be submitted in due course prior to commencement of the training sessions.

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Contractor shall provide a training plan 14 days after Contract Award, for Company’s approval. The training plan shall include information on design, installation, debugging, operation and maintenance of products and services.

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All training shall take place at Company's Site or close to Company's Site and such sessions shall be combined with inspection of the Contract Object, if practical.

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Company’s technical personnel shall participate in debugging activities.

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As part of the Work, Contractor shall provide documentation, user manuals etc. for testing, installation, mechanical completion, commissioning, operation and maintenance etc. of the Contract Object in accordance with Contractor's technical documentation list approved by Company. The documentation shall be provided both electronically and in 2 paper copies in English language.

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Contractor shall in addition provide an electronic version and 1 paper copy in Norwegian language of the user manual and maintenance manual.

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The documentation shall as a minimum consist of the following:

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Reference is made to Appendix D.

In accordance with the Conditions of Contract, Company and Contractor shall jointly issue the Take-Over Certificate for the Contract Object as verification of:

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Contractor shall assist Company in the ramp-up and initial production phase until stable production of the SAT requirement set forth in Appendix E has been achieved continuously during 2 weeks.

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Once the stable process is achieved Company will collect samples to assess process capability as per the technical specifications document in Appendix E.

Subject to Company’s issue of the Take-Over Certificate, the completion of all outstanding Work, receipt and approval of all documentation (including as-built documentation) and Company’s acceptance of required performance testing, Company will issue the Completion Certificate in accordance with the Conditions of Contract.

Contractor shall provide consumables, wear parts and spare parts, as per the definitions below, as required during installation, mechanical completion, commissioning / SAT and during ramp up and initial production phase. Such items shall be transported to Company’s Site together with the Contract Object.

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Contractor shall establish an overview of the consumables, wear parts and spare parts according to the definitions below prior to transportation to Company’s Site. The list shall be approved by Company.

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Consumables shall be materials which are consumed during operation such as special oil, grease or other chemicals which is specific for the equipment.

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Wear parts shall be parts which are worn out during operation such as gaskets, rubber parts, sealings etc.

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Spare parts shall be interchangeable parts that should be kept in an inventory and used for the repair or replacement of failed objects or components.

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Further, Company shall have the right to purchase all parts stated above, including strategic spares and wear parts for the lifetime of the equipment, as further defined in the support and service framework agreement.

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When delivered, all consumables, wear parts and spare parts shall be packed, marked and preserved for long-term storage. Company shall be entitled to purchase consumables and wear parts from Subcontractors directly.

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As part of the documentation, a spare parts database, including inter-changeability records shall be provided to Company. In the event Contractor cease to fabricate spare parts for the Contract Object, Contractor shall notify Company at least 6 months in advance. Contractor shall further provide production drawings and technical specification data sheets of the spare parts to Company.

In accordance with Conditions of Contract Art. 25 Contractor has the responsibility to rectify defects in the Contract Object during the Guarantee Period. After receipt of Company’s notice of the defect Contractor shall revert to Company in accordance with the following time limits:

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The following options are available to Company under the Contract. The options may be executed at Company’s discretion in accordance with details in Appendices B and C.

Upon execution of this option, Contractor shall provide equipment for Plant 1 with a planned capacity of 5,3 GWh yearly battery production. The equipment shall be delivered in accordance with requirements as described in the Contract documents and technical details as presented in Appendix E – Company’s documents. The equipment design shall meet the technical description as provided in Appendix E, with a production speed of [***] as per the Gen 2 equipment specification. Company will request [***]Gen2 Casting and Unit Cell Assembly machines for this option.

Upon execution of this option, Contractor shall provide equipment for Plant 2 with a planned capacity of 7,95 GWh battery production per year. The equipment shall be delivered in accordance with requirements as described in the Contract documents and technical details as presented in Appendix E – Company’s documents. The equipment shall meet the technical description as provided in Appendix E and shall include the additional improvement for Gen3 equipment and a production speed of [***]. Company will request [***] Gen3 Casting and Unit Cell Assembly machines.

Upon execution of this option, Contractor shall provide equipment for the Plant 3 with a planned capacity of 10,6 GWh yearly battery production. The equipment shall be delivered in accordance with requirements as described in the Contract documents and technical details as presented in Appendix E – Company’s documents. The equipment shall meet the technical description as provided in Appendix E and shall include the additional improvement for Gen4 equipment and a production speed of [***]. Company will request [***] Gen4 Casting and Unit Cell Assembly machines.

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[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.]

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375 MWh Pilot Factory

Contract – Casting and Unit Cell Assembly

Contract no.: CNT-FRY-0001

Appendix B – Compensation

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TABLE OF CONTENTS

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For performance of the Work and compliance with all terms set out in the Contract, Company shall pay to Contractor the Contract Price of:

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[USD 13 684 019.00]

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The Contract Price is divided into the portions given in section 3. The individual portions are deemed to cover the compensation for performance of the Work related to said portions, except to the extent that the Contract Price shall cover all compensation to perform the Work even if specific work activities or requirements are not detailed in the description of each portion of the Contract Price.

The following words shall have the meanings assigned to them hereunder:

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All references made to a section or attachment shall apply to this Appendix B unless otherwise stated.

The Lump Sums, Rates and percentage mark-up etc. contained herein shall be fully inclusive of all work, Materials, equipment, transportation and other items necessary for Contractor's full performance of the Work and for the proper and complete execution of his obligations and responsibilities hereunder and shall include for all Contractor’s compensation for risk and profit and provision of insurances, guarantees etc.

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Prices and rates shall be based on delivery of the Materials and equipment DDP, Mo I Rana, Norway.

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The Contract Price and all Lump Sums and Rates are exclusive of Norwegian value added tax (VAT).

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Services executed in Norway are subject to Norwegian VAT. Invoices for the part of the Contract Price which represents such services, shall be inclusive of Norwegian VAT as a separate item. The VAT will be paid by Company in addition to the Contract Price. The VAT portion of the invoice shall be paid to an account with a bank operating within Norway.

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If Contractor does not have its own Norwegian representative operating his VAT accounting, this service can be executed on behalf of Contractor by a specialized representative engaged by Contractor for his entire VAT accounting requirements.

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Except for the VAT referred to above, the Contract Price and all Lump Sums and Rates herein are fully inclusive of all other taxes, duties, licences, charges etc. whether imposed on Contractor, Subcontractors or their personnel.

Lump Sums, Rates and percentages in the Contract are fixed and shall not be subject to adjustment for any reason whatsoever.

The Contract Price and rates for Variations to the Work are expressed in USD. Said prices shall not be subject to change in the event of fluctuation in the rate of exchange of any currency.

The Contract Price is broken down according to the following table. The breakdown of the Contract Price is for administrative purposes only and any quantities stated herein or in Attachment B1 is for information only, i.e., any changes to quantities included in LS amounts shall be at Contractor’s account.

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The hourly rates as defined below shall be used for Contractor’s assistance to Company during ramp-up and the initial production phase as described in Appendix A and for Variation Order work in accordance with Condition of Contract Articles 12-16.

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The Rates for Contractor’s personnel shall be all inclusive hourly rates for the provision of labour in the category or discipline specified and shall be applicable to Contractor’s and Subcontractors’ personnel.

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Contractor shall implement a time control system within all of Contractor’s offices and sites in order to record when personnel start and stop working on subject work. Time sheets shall reflect hours worked as evidenced by such control system, and time sheets shall be approved by Company for work performed at Company’s Site.

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The value of each Variation to the Work shall be settled by means of the principles given in this Appendix B and the Conditions of Contract Art. 12 to 16. The Contract Price shall be adjusted by the total value of each Variation to the Work.

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No Variation to the Work shall become payable until a Variation Order has been issued in accordance with Conditions of Contract, Article 14.

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The value of each Variation to the Work shall be settled by means of a Lump Sum based on the Rates in this section 4. However, Company may demand that Variations to the Work is compensated on a reimbursable basis according to the Rates contained in this section 4.

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The Rates provided in the table below include all Sites from which Contractor perform the variation work, including those of Subcontractors. The Rates are inclusive, including offices, facilities, local commuting cost, services and shift premium, communication, computer systems, personal protective equipment, tools and working equipment, overhead including general management, administration and secretarial services, and all cost whatsoever in respect of such labour including Contractor’s profit and cost.

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Costs for travelling to and from Company’s Site, accommodation and daily allowance at Company’s Site are excluded from the Rates and will be reimbursed based on documented costs.

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A percentage mark-up shall be added to cover all other charges and expenses inclusive of any required procurement or administration activities to the actual cost of materials supplied or working equipment hired by Contractor or any Subcontractor for assistance to Company and/or Variation Order work, including cost of delivery to Company’s Site, as substantiated by copies of invoices and after reduction of all trade discounts. [***]

In accordance with the Conditions of Contract liquidated damages are to be paid if Contractor replaces key personnel without Company’s prior authorization and fails to achieve the identified liquidated damages milestones.

The amount of liquidated damages payable to Company with respect to each unauthorized removal of Key Personnel is set at USD [***] per occurrence.

The amount of liquidated damages payable with respect to each commenced day of delay in the achievement of a liquidated damages milestone is set out below. The weekly amount of LD’s shall  be pro-rated per day of delay.

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The Contract Price shall be invoiced in portions as detailed below upon achievement of the relevant payment milestone. The Contract Price will be paid to Contractor pursuant to the provisions of Article 20 of the Conditions of Contract.

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Invoicing of work performed under a Variation Order shall be agreed in the Variation Order.

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[***]

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Options in accordance with descriptions in Appendices A and E and executed by Company in accordance with Appendix C shall be compensated in accordance with principles in this Appendix B and optional Prices as detailed in Attachment B2.

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These options will be subject to the same liquidated damages milestones as the firm scope as stated in section 5 Liquidated Damages. The amounts of Liquidated Damages for each day of delay will be adjusted to align with the optional contract price prior to execution of an option.

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Rates and prices provided for option 1 shall be fixed and firm for the duration of the contract.

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Equipment rates and prices provided for option 2 and 3 are not final but will be used as a benchmark for establishing the price for possible future execution of these options.

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Hourly rates for Contractor’s assistance to Company during ramp-up and the initial production phase and for Variation Order work for execution of the Optional work as listed above are detailed in Attachment B2.

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[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.]

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375 MWh Pilot Factory

Contract – Casting and Unit Cell Assembly

Contract no.: CNT-FRY-0001

Appendix C – Contract Schedule

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TABLE OF CONTENTS

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3

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Contractor shall perform the Work in accordance with the dates and progress described in this Appendix C.

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Company’s acceptance of Contractor’s achievement of a milestone shall not mean that the work pertaining to the milestone has been verified or accepted. Neither shall such acceptance release Contractor from any of his responsibilities regarding defects, errors or inconsistencies.

The Contract Schedule included in Attachment C1 is provided by Contractor and demonstrates his understanding of the scope of the Work. Contractor shall develop detailed progress plan in accordance with Appendix D.

In the event Contractor is delayed in completing the Work required to be completed to satisfactorily achieve completion of a liquidated damages milestone, marked with X, by the date stated against the liquidated damages milestones in Section 2, Contractor shall be liable to pay liquidated damages pursuant to the Conditions of Contract Article 24.2, and calculated in accordance with Appendix B.

Payment milestones are indicated in the table on the next page (X) and detailed in Appendix B.

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Acceptance by Company of Contractor’s achievement of a Contract milestone as described in this Appendix C shall mean the verification by Company that such achievement has been reached, documented by Contractor and accepted by Company.

Milestone related to entering into Subcontracts shall be considered achieved when all the Subcontracts have been signed by Contractor and the Subcontractors listed in Appendix H. The date of the signature of the Subcontract by both parties shall be considered as the date for achievement of the respective milestone. Contractor shall immediately submit an un-priced copy of the Subcontract to Company documenting such date.

Whenever documents are to be approved by Company, the documents shall have completed Contractor’s internal checking and approval process, including the implementing of Company’s comments and shall be ready for final approval by Company.

Options as defined in Appendix A may be executed by Company. Deadline for execution of options is presented in the table below.

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[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.]

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375 MWh Pilot Factory

Contract – Casting and Unit Cell Assembly

Contract no.: CNT-FRY-0001

Appendix E – Company’s Documents

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TABLE OF CONTENTS

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The specifications, documents and drawings forming this Appendix E define Company’s minimum technical requirements for the Contract Object but are not intended to identify or define all items required to have a fully functional Contract Object.

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Contractor shall be responsible for providing all that is necessary to deliver a fully functional Contract Object that meets the requirements set out in the Contract.

Appendix E is divided into Part I documents, Part II documents and Part III documents.

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Part I documents include particular technical specifications listed in section 3.1 below and define Company’s particular mandatory technical requirements for the Contract Object and Contractor’s performance of the Work.

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Part II documents include general technical specifications listed in section 3.2 below and define Company’s general mandatory technical requirements for the Contract Object and Contractor’s performance of the Work.

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Part III documents include documents listed in section 3.3 below, and express Company’s requirements to technical principles and concepts for the Contract Object. The information is not comprehensive. Contractor shall review, correct, perform value engineering and fully develop these principles and concepts, all in order to optimise the Contract Object.

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In case of conflict between Part I documents, Part II documents and Part III documents, the documents shall be given the following priority:

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1.Part I documents

2.Part II documents

3.Part III documents

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