EX-4.2





 Exhibit 4.2 

ASSIGNMENT AND ASSUMPTION AGREEMENT 

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). 
 WHEREAS, NGA and Continental have
previously entered into a warrant agreement, dated as of August 7, 2020 (the “Warrant Agreement”), governing the terms of NGA’s outstanding warrants to purchase shares of common stock of NGA (the
“Warrants”); 
 WHEREAS, NGA has entered into a Business Combination Agreement and Plan of Reorganization, dated as of
November 30, 2020 (the “Business Combination Agreement”), by and among NGA, Lion, Lion Electric Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Lion (“Merger
Sub”), pursuant to which Merger Sub, a wholly-owned subsidiary of Lion, will merge through a statutory merger with and into NGA, with NGA surviving the merger as a wholly owned subsidiary of Lion (the transactions contemplated by
the Business Combination Agreement are referred to herein as the “Business Combination”); 
 WHEREAS, at the closing of
the Business Combination (the “Closing”), each outstanding share of NGA’s common stock, par value $0.0001 per share, will be converted into the right to receive one common share of Lion (the “Lion Common
Shares”); 
 WHEREAS, pursuant to Section 3.01(b)(vii) of the Business Combination Agreement and Section 4.5 of the
Warrant Agreement, upon the Closing, each Warrant issued and outstanding immediately prior thereto will be converted into a warrant to purchase Lion Common Shares (collectively, the “Lion Warrants”), and the rights and obligations
of NGA under the Warrant Agreement shall be assigned to and assumed by Lion; 
 WHEREAS, as a result of the foregoing, the parties hereto
wish for NGA to assign to Lion all of NGA’s rights, interests and obligations in and under the Warrant Agreement and for Lion to accept such assignment and assume all of NGA’s obligations thereunder, in each case, effective upon the
Closing; and 
 WHEREAS, pursuant to Section 8.2.1 of the Warrant Agreement, Continental has agreed to resign its duties as the
Warrant Agent effective upon the Closing, and AST has agreed to serve as successor Warrant Agent from and after the Closing. 

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows: 

1. Assignment and Assumption of Warrant Agreement. NGA hereby assigns, and Lion hereby agrees to accept and assume, effective as of the
Closing, all of NGA’s rights, interests 












 
and obligations in, and under the Warrant Agreement, and Lion hereby confirms that it agrees to all rights, interests and obligations under the Lion Warrants. Unless the context otherwise
requires, from and after the Closing, any references in the Warrant Agreement or the Warrants to: (i) the “Company” shall mean Lion; (ii) “Common Stock” or “shares” shall mean the Lion Common Shares;
(iii) the “Board of Directors” or any committee thereof shall mean the board of directors of Lion or any committee thereof; and (iv) the “Warrant Agent” or “Continental Stock Transfer & Trust Company”
shall mean AST rather than Continental. 
 2. Resignation of Current Warrant Agent and Appointment of Successor
Warrant Agent. Continental hereby resigns as Warrant Agent under the Warrant Agreement, and Lion hereby appoints AST to act as the Warrant Agent for Lion under the Warrant Agreement, and AST hereby accepts such appointment and agrees to perform
the same in accordance with the terms and conditions set forth in the Warrant Agreement as modified by this Agreement. 
 3. Replacement
Instruments. As of the Closing, all outstanding instruments evidencing Warrants shall automatically be deemed to evidence Lion Warrants reflecting the conversion and adjustment to the terms and conditions described herein and in Section 4.5
of the Warrant Agreement. Following the Closing, upon request by any holder of a Lion Warrant, Lion shall issue a new instrument for such Lion Warrant to the holder thereof. 

4. Amendment to Warrant Agreement. To the extent required by this Agreement, the Warrant Agreement is hereby deemed amended pursuant to
Section 9.8 thereof to reflect the subject matter contained herein, effective as of the Closing. 
 5. Applicable Law. The
validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of
another jurisdiction. 
 6. Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Execution and delivery of this Agreement by electronic mail or exchange of facsimile of
..pdf copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party. 

7. Successors. All the covenants and provisions of this Agreement shall bind and inure to the benefit of each party’s respective
successors and assigns. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the
day and year first above written. 
  

					
	NORTHERN GENESIS ACQUISITION CORP.
		
	By:	 	 /s/ Ian Robertson

		 	Name:	 	Ian Robertson
		 	Title:	 	Director and Vice Chair
	
	THE LION ELECTRIC COMPANY
		
	By:	 	 /s/ Nicolas Brunet

		 	Name:	 	Nicolas Brunet
		 	Title:	 	Executive Vice-President and
		 		 	Chief Financial Officer
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
		
	By:	 	 /s/ Erika Young

		 	Name:	 	Erika Young
		 	Title:	 	Vice President
	
	AMERICAN STOCK TRANSFER & TRUST COMPANY
		
	By:	 	 /s/ Mike Nespoli

		 	Name:	 	Mike Nespoli
		 	Title:	 	Executive Director


 [Signature Page to Assignment and Assumption Agreement]