Common use of Issuance in connection with a Business Combination Clause in Contracts

Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Board, in good faith, and in the case of any such issuance to the Sponsor, the initial stockholders or their affiliates, issued prior to the Public Offering and held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Ordinary Shares Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the BoardCompany’s Board of Directors, in good faith, and in the case of any such issuance to the SponsorNorthern Genesis Sponsor LLC, the initial stockholders stockholders, or their affiliates, issued prior to the Public Offering and without taking into account any founders’ shares held by the initial stockholders or their affiliates, as applicable, them prior to such issuance) (such price, the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) Newly Issued Price, the price at which the Company issues the Common Stock or equity-linked securities and the Redemption Trigger Price (as defined below) will shall be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Fair Market Value or (ii) and the Newly Issued Price. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price of the Ordinary Shares during Common Stock for the twenty (20) trading day period days starting on the trading day prior to the date of the consummation of the Business Combination.

Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Ordinary Shares Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the BoardCompany’s Board of Directors, in good faith, and in the case of any such issuance to the SponsorNorthern Genesis Sponsor III LLC, the initial stockholders stockholders, or their affiliates, issued prior to the Public Offering and without taking into account any founders’ shares held by the initial stockholders or their affiliates, as applicable, them prior to such issuance) (such price, the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) Newly Issued Price, the price at which the Company issues the Common Stock or equity-linked securities and the Redemption Trigger Price (as defined below) will shall be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Fair Market Value or (ii) and the Newly Issued Price. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price of the Ordinary Shares during Common Stock for the twenty (20) trading day period days starting on the trading day prior to the date of the consummation of the Business Combination.

Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Ordinary Shares Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the BoardCompany’s Board of Directors, in good faith, and in the case of any such issuance to the SponsorNorthern Genesis Sponsor II LLC, the initial stockholders stockholders, or their affiliates, issued prior to the Public Offering and without taking into account any founders’ shares held by the initial stockholders or their affiliates, as applicable, them prior to such issuance) (such price, the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) Newly Issued Price, the price at which the Company issues the Common Stock or equity-linked securities and the Redemption Trigger Price (as defined below) will shall be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Fair Market Value or (ii) and the Newly Issued Price. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price of the Ordinary Shares during Common Stock for the twenty (20) trading day period days starting on the trading day prior to the date of the consummation of the Business Combination.

Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Ordinary Shares Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the BoardCompany’s Board of Directors, in good faith, and in the case of any such issuance to the SponsorNorthern Genesis Sponsor LLC, the initial stockholders stockholders, or their affiliates, issued prior to the Public Offering and without taking into account any founders’ shares held by the initial stockholders or their affiliates, as applicable, them prior to such issuance) (such price, the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) Newly Issued Price, the price at which the Company issues the Common Stock or equity-linked securities and the Redemption Trigger Price (as defined below) will shall be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Fair Market Value or (ii) and the Newly Issued Price. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price of the Ordinary Shares during Common Stock for the twenty ten (2010) trading day period days starting on the trading day prior to the date of the consummation of the Business Combination.

Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares of Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the BoardCompany’s Board of Directors, in good faith, and in the case of any such issuance to the SponsorStone Capital Partners LLC, the initial stockholders stockholders, or their affiliates, issued prior to the Public Offering and without taking into account any founders’ shares held by the initial stockholders or their affiliates, as applicable, them prior to such issuance) (such price, the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Fair Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) Newly Issued Price, the price at which the Company issues the Ordinary Shares or equity-linked securities and the Redemption Trigger Price (as defined below) will shall be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Fair Market Value or (ii) and the Newly Issued Price. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price of the Ordinary Shares during for the twenty (20) trading day period days starting on the trading day prior to the date of the consummation of the Business Combination.