FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ 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”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of March, 2021 (“Agreement”), by and between Northern Genesis Acquisition Corp. III, a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
●] Units NORTHERN GENESIS ACQUISITION CORP. III UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
Northern Genesis Acquisition Corp. III, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC (“Morgan Stanley”), Wells Fargo Securities, LLC (“Wells Fargo”), and TD Securities, LLC (“TD Securities”) are acting as representatives (the “Representatives”), an aggregate of [●] units of the Company (the “Underwritten Units”). The Company also proposes to issue and sell to the several Underwriters not more than an additional [●] units (the “Additional Units”) if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such units granted to the Underwriters in Section 2 hereof. The Underwritten Units and the Additional Units are hereinafter collectively referred to as the “Public Units.”
FORM OF WARRANT AGREEMENTWarrant Agreement • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
This agreement is made as of __________________, 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”).
Form of Letter AgreementUnderwriting Agreement • March 11th, 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”).
FORM OF FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 11th, 2021 • Northern Genesis Acquisition Corp. III • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March ___, 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).
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.
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
