REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of March, 2021, by and among Northern Genesis Acquisition Corp. III, a Delaware corporation (the “Company”), Northern Genesis Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), Northern Genesis Capital III LLC, a Delaware limited liability company (the “FPA Representative” and, together with the Sponsor and each of their respective successors and permitted assigns, the “Initial Investors”), for the benefit of the Initial Investors, each other person or entity that from time to time may acquire Registrable Securities (as defined below) from the Company, and all of their respective successors and permitted assigns (each an “Investor” and, collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 29th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
This Agreement, made and entered into effective as of the 23rd day of March, 2021 (“Agreement”), by and between Northern Genesis Acquisition Corp. III, a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 29th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
15,000,000 Units NORTHERN GENESIS ACQUISITION CORP. III UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
Morgan Stanley & Co. LLC Wells Fargo Securities, LLC TD Securities (USA) LLC As Representatives of the several Underwriters listed in Schedule I hereto
WARRANT AGREEMENTWarrant Agreement • March 29th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
This agreement is made as of March 23, 2021 between Northern Genesis Acquisition Corp. III, 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”).
March 23, 2021Underwriting Agreement • March 29th, 2021 • Northern Genesis Acquisition Corp. III • 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. III, a Delaware corporation (the “Company”), and Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, and TD Securities (USA) LLC, 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-quarter of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”).
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 27th, 2021 • Northern Genesis Acquisition Corp. III • 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. III, a Delaware corporation (the “Company”), Northern Genesis Capital III LLC, a Delaware limited liability company (“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 March 23, 2021 between the Company and NGC.
RE: Founder Shares Purchase AgreementFounder Shares Purchase Agreement • February 18th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
Pursuant to this letter agreement (this “Agreement”), Northern Genesis Acquisition Corp. III, a Delaware corporation (the “Company”), and Northern Genesis Sponsor III 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 4,312,500 shares of common stock, $0.0001 par value (the “Common Stock”), of the Company (as further defined herein, “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.
NORTHERN GENESIS ACQUISITION CORP. III COMMON STOCKCommon Stock Certificate • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.
RE: Private Warrant Subscription AgreementPrivate Warrant Subscription Agreement • March 29th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
Northern Genesis Acquisition Corp. III (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-fourth of one warrant, each whole warrant (“Warrant”) to purchase one share of Common Stock.
March 23, 2021 Northern Genesis Sponsor III LLC c/o Northern Genesis Holdings Inc.Service Agreement • March 29th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks
Form of Subscription Agreement for Private Placement WarrantsSubscription Agreement • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
Northern Genesis Acquisition Corp. III (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-fourth of one warrant, each whole warrant (“Warrant”) to purchase one share of Common Stock.
NUMBER ________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTSWarrant Agreement • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks
of Northern Genesis Acquisition Corp. III, a Delaware corporation (the “Company”), `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. Each whole Warrant will become exercisable 30 days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition, or other similar business combination with one or more businesses or entities (a “Business Combination”) and will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”).
Form of Administrative Services AgreementAdministrative Services Agreement • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • 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 March 23rd, 2021, by and among Northern Genesis Acquisition Corp. III, a Delaware corporation (the “Company”), and each of the “Investors” identified therein (the “Agreement”), and is executed by all such parties to the Agreement.
