0001213900-21-033661 Sample Contracts

FORM OF SUBSCRIPTION AGREEMENT

Subscription Agreement • June 23rd, 2021 • Northern Genesis Acquisition Corp. II • Blank checks

• Contract Type
  Subscription Agreement
• Filed
  June 23rd, 2021
• Company
  Northern Genesis Acquisition Corp. II
• Industry
  Blank checks

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 22nd day of June, 2021, by and between Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).

AGREEMENT AND PLAN OF MERGER by and among NORTHERN GENESIS ACQUISITION CORP. II, NGAB MERGER SUB INC., and EMBARK TRUCKS INC. dated as of June 22, 2021

Merger Agreement • June 23rd, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • Delaware

• Contract Type
  Merger Agreement
• Filed
  June 23rd, 2021
• Company
  Northern Genesis Acquisition Corp. II
• Industry
  Blank checks
• Jurisdiction
  Delaware

This Agreement and Plan of Merger, dated as of June 22, 2021 (this “Agreement”), is made and entered into by and among Northern Genesis Acquisition Corp. II, a Delaware corporation (“Acquiror”), NGAB Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Embark Trucks Inc., a Delaware corporation (the “Company”).

SPONSOR SUPPORT AGREEMENT

Sponsor Support Agreement • June 23rd, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • Delaware

• Contract Type
  Sponsor Support Agreement
• Filed
  June 23rd, 2021
• Company
  Northern Genesis Acquisition Corp. II
• Industry
  Blank checks
• Jurisdiction
  Delaware

This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of June 22, 2021 by and among Northern Genesis Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Northern Genesis Acquisition Corp. II, a Delaware corporation (“Acquiror”), and Embark Trucks Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

company holders SUPPORT AGREEMENT

Company Holders Support Agreement • June 23rd, 2021 • Northern Genesis Acquisition Corp. II • Blank checks • Delaware

• Contract Type
  Company Holders Support Agreement
• Filed
  June 23rd, 2021
• Company
  Northern Genesis Acquisition Corp. II
• Industry
  Blank checks
• Jurisdiction
  Delaware

This Company Holders Support Agreement (this “Agreement”), dated as of June 22, 2021, is entered into by and among Northern Genesis Acquisition Corp. II, a Delaware corporation (“Acquiror”), Embark Trucks Inc., a Delaware corporation (the “Company”) and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”, and Acquiror, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”).