REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _________, 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 • January 4th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2021 (“Agreement”), by and between Northern Genesis Acquisition Corp. II, a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 4th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
NORTHERN GENESIS ACQUISITION CORP. II 30,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • January 4th, 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 30,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 4,500,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
WARRANT AGREEMENTWarrant Agreement • January 4th, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • New York
This agreement is made as of _____, 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 4th, 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.
RE: Private Placement Warrant Subscription AgreementPrivate Placement Warrant Subscription Agreement • January 4th, 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.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 4th, 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.
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
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
