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 • 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
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.”
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”).
RE: Private Placement Warrant Subscription AgreementNorthern Genesis Acquisition Corp. II • January 19th, 2021 • 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.
Northern Genesis Acquisition Corp. IINorthern Genesis Acquisition Corp. II • January 19th, 2021 • 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
