REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2020 • Northern Genesis Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17th day of August, 2020, by and among Northern Genesis Acquisition Corp., 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 • August 20th, 2020 • Northern Genesis Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2020 (“Agreement”), by and between Northern Genesis Acquisition Corp., a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 20th, 2020 • Northern Genesis Acquisition Corp. • Blank checks • New York
This Agreement is made as of August 17, 2020 by and between Northern Genesis Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • August 20th, 2020 • Northern Genesis Acquisition Corp. • Blank checks • New York
This agreement is made as of August 7, 2020 between Northern Genesis Acquisition Corp., 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”).
Northern Genesis Acquisition Corp. Kanas City, MO 64112 EarlyBirdCapital, Inc. New York, NY 10017 Raymond James & Associates, Inc. St. Petersburg, FL 33716Underwriting Agreement • August 7th, 2020 • Northern Genesis Acquisition Corp. • 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., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) 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-half 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 30th, 2020 • Northern Genesis Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 30th day of November, 2020, by and among The Lion Electric Company, a Québec corporation (the “Issuer”), Northern Genesis Acquisition Corp., a Delaware corporation (“NGA”), and the undersigned (“Subscriber”).
30,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTNorthern Genesis • August 20th, 2020 • Northern Genesis Acquisition Corp. • Blank checks • New York
STOCKHOLDER SUPPORT AND LOCK-UP AGREEMENTStockholder Support and Lock-Up Agreement • November 30th, 2020 • Northern Genesis Acquisition Corp. • Blank checks • Delaware
THIS STOCKHOLDER SUPPORT AND LOCK-UP AGREEMENT (this “Agreement”), is entered into as of November 30, 2020, by and among The Lion Electric Company, a corporation existing under the Business Corporations Act (Québec) (the “Company”), Northern Genesis Acquisition Corp., a Delaware corporation (“NGA”), Northern Genesis Sponsor LLC, a Delaware limited liability company (“Sponsor”), and other stockholders of NGA that from time to time execute signature pages to this Agreement (Sponsor and any such other stockholder, a “Stockholder” and, collectively, the “Stockholders”), in each case, solely in such Stockholder’s capacity as a stockholder (and not in any other capacity).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among THE LION ELECTRIC COMPANY, LION ELECTRIC MERGER SUB INC. and NORTHERN GENESIS ACQUISITION CORP. Dated as of November 30, 2020Business Combination Agreement and Plan of Reorganization • November 30th, 2020 • Northern Genesis Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement and Plan of Reorganization, dated as of November 30, 2020 (this “Agreement”), is entered into by and among The Lion Electric Company, a corporation existing under the Québec Business Corporations Act (the “QBCA”) (the “Company”), Lion Electric Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Northern Genesis Acquisition Corp., a Delaware corporation (“NGA”).
Northern Genesis Acquisition Corp.Northern Genesis Acquisition Corp. • August 7th, 2020 • 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’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 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 monthly
Northern Genesis Acquisition Corp.Northern Genesis Acquisition Corp. • August 20th, 2020 • 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’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 LLC shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company 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 Northern Genesis Sponsor LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Nort
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 6th, 2021 • Northern Genesis Acquisition Corp. • Blank checks • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of May 6, 2021, by and among Northern Genesis Acquisition Corp., a Delaware corporation (“NGA”), The Lion Electric Company, a corporation existing under the Business Corporations Act (Québec) (“Lion”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), and American Stock Transfer & Trust Company, a New York corporation (“AST”). Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
