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”).
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
