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.
RE: Private Placement Warrant Subscription AgreementPrivate Placement Warrant Subscription Agreement • January 8th, 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 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”).
