REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12th day of January, 2021, by and among Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2023 • Embark Technology, Inc. • Services-computer integrated systems design • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of _______, 2021 between Embark Trucks Inc., a Delaware corporation (the “Company”), and ______(“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
This Agreement, made and entered into effective as of the 12th day of January, 2021 (“Agreement”), by and between Northern Genesis Acquisition Corp. II, a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 19th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2021 • Embark Technology, Inc. • Services-computer integrated systems design • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 10, 2021, is made and entered into by and among Embark Technology, Inc., a Delaware corporation (the “Company”) (formerly known as Northern Genesis Acquisition Corp. II), a Delaware corporation, Northern Genesis Sponsor II LLC, a Delaware limited liability company (“Sponsor” and, together with its Permitted Transferees, the “Sponsor Holders”), certain former stockholders of Embark Trucks Inc. (“Embark”) identified on the signature pages hereto, including the Founders (as defined below) (such stockholders, together with their respective Permitted Transferees, the “Embark Holders” and, collectively with the Sponsor Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.10 of this Agreement, the “Holders” and each, a “Holder”), and solely for purposes of Section 5.12 hereof, Northern Genesis Capital II LLC, a Delaware limited liability company (
NORTHERN GENESIS ACQUISITION CORP. II 36,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 36,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 5,400,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2022 • Embark Technology, Inc. • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 31, 2022 is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Embark Technology, Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 1st, 2022 • Embark Technology, Inc. • Services-computer integrated systems design • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May 31, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Embark Technology, Inc., a Delaware corporation (the “Company”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 23rd, 2021 • Northern Genesis Acquisition Corp. II • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 22nd day of June, 2021, by and between Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).
AGREEMENT AND PLAN OF MERGER by and among NORTHERN GENESIS ACQUISITION CORP. II, NGAB MERGER SUB INC., and EMBARK TRUCKS INC. dated as of June 22, 2021Merger Agreement • June 23rd, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of June 22, 2021 (this “Agreement”), is made and entered into by and among Northern Genesis Acquisition Corp. II, a Delaware corporation (“Acquiror”), NGAB Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Embark Trucks Inc., a Delaware corporation (the “Company”).
WARRANT AGREEMENTWarrant Agreement • January 19th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
This agreement is made as of January 12, 2021 between Northern Genesis Acquisition Corp. II, a Delaware corporation, with offices at 4801 Main Street, Suite 1000, Kansas City, MO 64112 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
Northern Genesis Acquisition Corp. II Kanas City, MO 64112 New York, New York 10179 Barclays Capital Inc. New York, New York 10019 CIBC World Markets Corp. New York, New York 10017Underwriting Agreement • January 8th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC, Barclays Capital Inc. and CIBC World Markets Corp. as representatives (the “Representatives”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ • ], 2021, is made and entered into by and among Embark Technology, Inc., a Delaware corporation (the “Company”) (formerly known as Northern Genesis Acquisition Corp. II), a Delaware corporation, Northern Genesis Sponsor II LLC, a Delaware limited liability company (“Sponsor” and, together with its Permitted Transferees, the “Sponsor Holders”), certain former stockholders of Embark Trucks Inc. (“Embark”) identified on the signature pages hereto, including the Founders (as defined below) (such stockholders, together with their respective Permitted Transferees, the “Embark Holders” and, collectively with the Sponsor Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.10 of this Agreement, the “Holders” and each, a “Holder”), and solely for purposes of Section 5.12 hereof, Northern Genesis Sponsor II LLC, a Delaware limited liability company (“NG Ca
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2021 • Embark Technology, Inc. • Services-computer integrated systems design • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 10, 2021, is made and entered into by and among Embark Technology, Inc., a Delaware corporation (the “Company”) (formerly known as Northern Genesis Acquisition Corp. II), a Delaware corporation, Northern Genesis Sponsor II LLC, a Delaware limited liability company (“Sponsor” and, together with its Permitted Transferees, the “Sponsor Holders”), certain former stockholders of Embark Trucks Inc. (“Embark”) identified on the signature pages hereto, including the Founders (as defined below) (such stockholders, together with their respective Permitted Transferees, the “Embark Holders” and, collectively with the Sponsor Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.10 of this Agreement, the “Holders” and each, a “Holder”), and solely for purposes of Section 5.12 hereof, Northern Genesis Capital II LLC, a Delaware limited liability company (
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 27th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of April 21, 2021 between Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), Northern Genesis Capital II LLC, a Delaware limited liability company (f/k/a Northern Genesis Capital LLC) (“NGC”), and each Purchaser (as defined herein) that executes and delivers from time to time a Purchaser Joinder hereto (as defined herein), and amends and restates that certain Forward Purchase Agreement dated January 11, 2021 between the Company and NGC.
RE: Private Placement Warrant Subscription AgreementPrivate Placement Warrant Subscription Agreement • January 19th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
Northern Genesis Acquisition Corp. II (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units in the IPO, each comprised of one share of common stock, par value $0.0001 per share, of the Company (“Common Stock”) and one-third of one warrant, each whole warrant (“Warrant”) to purchase one share of Common Stock.
AGREEMENT AND PLAN OF MERGER by and among APPLIED INTUITION, INC. AZARA MERGER SUB, INC. and EMBARK TECHNOLOGY, INC.Merger Agreement • May 25th, 2023 • Embark Technology, Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 25, 2023, by and among Applied Intuition, Inc., a Delaware (“Parent”), Azara Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), and Embark Technology, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub, and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article X.
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 25th, 2023 • Embark Technology, Inc. • Services-computer integrated systems design
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is made and entered into as of May 25, 2023, by and between Embark Technology, Inc. (formerly known as Northern Genesis Acquisition Corp. II), a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined below).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 8th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, among Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”) and Northern Genesis Capital LLC, a Delaware limited liability company (“NGC”).
RE: Founder Shares Purchase AgreementFounder Shares Purchase Agreement • January 4th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
Pursuant to this letter agreement (this “Agreement”), Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), and Northern Genesis Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) hereby confirm (a) the purchase by Sponsor from the Company, and the issuance and sale by the Company to Sponsor, on the date first set forth above, of 8,625,000 Founder Shares, and (b) the other terms and conditions of such purchase as set forth in this Agreement, which terms and conditions shall be binding on Sponsor and (except as otherwise provided herein) each successive holder of such Founder Shares (each, a “Holder”) from and after the date first set forth above.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 1st, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of June 22, 2021 by and among Northern Genesis Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Northern Genesis Acquisition Corp. II, a Delaware corporation (“Acquiror”), and Embark Trucks Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 24th, 2021 • Embark Technology, Inc. • Services-computer integrated systems design • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of June 22, 2021 by and among Northern Genesis Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Northern Genesis Acquisition Corp. II, a Delaware corporation (“Acquiror”), and Embark Trucks Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
PROXY VOTING AGREEMENTProxy Voting Agreement • November 17th, 2021 • Embark Technology, Inc. • Services-computer integrated systems design • Delaware
This PROXY VOTING AGREEMENT (this “Agreement”) is entered into as of November 10, 2021 by and among Brandon Moak (collectively with his Permitted Transferee (as defined in the Charter (as defined below) listed on the signature page attached hereto), the “Stockholder”), Alex Rodrigues (the “Proxyholder”) and, solely for purposes of Sections 1.4, 2.3, 2.7, 4.1 and 4.2 and Article V of this Agreement, Embark Trucks Inc., a Delaware corporation (the “Company”). The Permitted Transferees listed on the signature page attached hereto have also executed this Agreement and acknowledge and agree to the terms set forth herein.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2021 • Northern Genesis Acquisition Corp. II • Services-computer integrated systems design • New York
THIS AMENDMENT (this “Amendment”) is entered into as of the 21st day of April, 2021, and hereby amends that certain Registration Rights Agreement, dated January 12th 2021, by and among Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), and each of the “Investors” identified therein (the “Agreement”), and is executed by all such parties to the Agreement.
US-DOCS\130073772.1 RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company has granted to Participant the number of RSUs set forth in the Grant Notice. ARTICLE I. GENERAL Section 1.1 Defined...Restricted Stock Unit Award Agreement • November 18th, 2022 • Embark Technology, Inc. • Services-computer integrated systems design • Delaware
Northern Genesis Acquisition Corp. IIOffice Space and Support Agreement • January 4th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of Northern Genesis Acquisition Corp. II’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Northern Genesis Sponsor II LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial support as may reasonably be required by the Company (in the aggregate, the “Services”) from time to time, situated at 4801 Main Street, Suite 1000, Kansas City, MO 64112 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing
Northern Genesis Acquisition Corp. IIOffice Space and Support Agreement • January 19th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of Northern Genesis Acquisition Corp. II’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Northern Genesis Sponsor II LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial support as may reasonably be required by the Company (in the aggregate, the “Services”) from time to time, situated at 4801 Main Street, Suite 1000, Kansas City, MO 64112 (or any successor location). In exchange therefore, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 27th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of April 21, 2021 between Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), [_______________________], a [________________] (“Counterparty”), and each affiliate of Counterparty that executes and delivers from time to time a Purchaser Joinder hereto (as defined herein).
CONTRACTOR AGREEMENTContractor Agreement • July 6th, 2023 • Embark Technology, Inc. • Services-computer integrated systems design • Delaware
This Contractor Agreement (this “Agreement”) is entered into by and between Embark Technology, Inc., a Delaware corporation (“Company”) and Siddhartha Venkatesan (“Contractor”) effective as of date this Agreement is fully executed (the “Effective Date”).
EMBARK TRUCKS INC.Severance Agreement • July 6th, 2023 • Embark Technology, Inc. • Services-computer integrated systems design • New Jersey
This letter (the “Agreement”) confirms the agreement between you and Embark Trucks, Inc. (the “Company”) regarding the termination of your employment with the Company.
company holders SUPPORT AGREEMENTCompany Holders Support Agreement • June 23rd, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • Delaware
This Company Holders Support Agreement (this “Agreement”), dated as of June 22, 2021, is entered into by and among Northern Genesis Acquisition Corp. II, a Delaware corporation (“Acquiror”), Embark Trucks Inc., a Delaware corporation (the “Company”) and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”, and Acquiror, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 25th, 2023 • Embark Technology, Inc. • Services-computer integrated systems design • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of May 25, 2023, by and among Applied Intuition, Inc., a Delaware corporation (“Parent”), Embark Technology, Inc., a Delaware corporation (the “Company”), and the stockholder of the Company signatory hereto (the “Supporting Stockholder”).
NUMBER ________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTSWarrant Agreement • January 4th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks
is the registered holder of a warrant or warrants (the “Warrant(s)”) of Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the Company’s completion of an initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase one fully paid and non-assessable share of common stock, par value $0.0001 per share (“Shares”), of the Company for each whole Warrant evidenced by this Warrant Certificate. The Warrants entitle the holder thereof to purchase from the Company, commencing on the later of (a) 12 months from the closing of the Company’s initial public offering, and (b) thirty days after the Company’s completion of an initial Business Combination, such number of Shares of the Company at the Warrant Price (as defined below), upon surrender o
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 25th, 2023 • Embark Technology, Inc. • Services-computer integrated systems design • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of May 25, 2023, by and among Applied Intuition, Inc., a Delaware corporation (“Parent”), Embark Technology, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company signatory hereto (the “Supporting Stockholders”).
