Exhibit 4.1


 


Execution Version


 


WARRANT AGREEMENT


 


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”).


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of up to 17,250,000 units, each such unit (a
“Public Unit”) comprised of one share of common stock of the Company, par value $.0001 per share (“Common
Stock”), and one-fourth of one warrant, where each whole warrant entitles the holder to purchase one share of Common
Stock at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver
up to 4,312,500 warrants (the “Public Warrants”) to the public investors in connection with the Public Offering;
and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form
S-1, No. 333-253234 (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended
(“Act”) of, among other securities, the Public Warrants; and


 


WHEREAS,
the Company has received a binding commitment (the “Subscription Agreement”) from Northern Genesis Sponsor III
LLC to purchase up to an aggregate of 3,466,667 Warrants (the “Private Placement Warrants”) upon consummation
of the Public Offering; and


 


WHEREAS,
the Company may issue or sell up to an additional 2,000,000 Warrants (“Working Capital Warrants”) for consideration
of funds paid or in satisfaction of certain working capital loans made by the Company’s officers, directors, initial stockholders
and affiliates; and


 


WHEREAS,
the Company has entered into agreement with Northern Genesis Capital III LLC pursuant to which the Company may issue units (“Forward
Purchase Units”) comprised of one share of Common Stock and one-eighth of one warrant, where each whole warrant entitles
the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein (the
“Forward Purchase Warrants”); and


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (including the Forward Purchase Warrants,
“Post IPO Warrants” and, together with the Public Warrants, Private Placement Warrants, and Working Capital
Warrants, the “Warrants”) in connection with, or following the consummation by the Company of, a Business Combination
(defined below); and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and


 






     


     


    

 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding,
and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


2. Warrants.


 


2.1.
Form of Warrant. Each Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Board Chair, Chief
Executive Officer or President of the Company and the Chief Financial Officer, Treasurer, Secretary or Assistant Secretary of the
Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed
upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2.
Uncertificated Warrants. Notwithstanding anything herein to the contrary, (a) any Warrant, or portion thereof, may be issued
as part of, and be represented by, bundled security consisting of one or more full or partial shares of Common Stock and one or
more full or partial Warrants (a “Unit”), and (b) any Warrant may be issued in uncertificated or book-entry
form through the Warrant Agent and/or the facilities of The Depository Trust Company (the “Depositary”) or other
book-entry depositary system, in each case as determined by the Board of Directors of the Company or by an authorized committee
thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly countersigned
by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3.
Effect of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned
by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.


 






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2.4.
Registration.


 


2.4.1.
Warrant Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall
be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts
with the Depositary (such institution, with respect to a Warrant in its account, a “Participant”). If the Depositary
subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant
Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for,
or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depositary to deliver to the Warrant Agent for cancellation each book- entry Public Warrant, and the Company
shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants,
which shall be in the form annexed hereto as Exhibit A.


 


2.4.2.
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”)
as the absolute owner of such Warrant (notwithstanding any notation of ownership or other writing on the Warrant certificate made
by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4.3.
Detachability of Warrants. The securities comprising the Public Units will not be separately transferable until the 52nd
day following the date of the prospectus or, if such 52nd day is not on a day, other than Saturday, Sunday or federal
holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then on
the immediately succeeding Business Day following such date, or earlier with the consent of  Morgan Stanley & Co. LLC,
Wells Fargo Securities, LLC, and TD Securities (USA) LLC (together, the “Representatives”), but in no event
will the securities comprising the Public Units be separately traded until (i) the Company has filed a Current Report on Form 8-K
which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including
the proceeds received by the Company from the exercise of the underwriters’ over-allotment option in the Public Offering,
if the over-allotment option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release
announcing when such separate trading shall begin (the “Detachment Date”).


 


2.4.4.
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of
Units, each of which is comprised of one or more full or partial shares of Common Stock and one or more full or partial Warrants.
If, upon the detachment of Warrants from Units or otherwise, a holder of Warrants would be entitled to receive, in respect of all
such Units of such Holder, a number of Warrants that includes a fractional Warrant, the Company shall round down, to the nearest
whole number, the aggregate number of Warrants to be issued to such holder in respect of all such Units.


 






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2.5.
Private Placement Warrant and Working Capital Warrant Attributes. The Private Placement Warrants and Working Capital Warrants
will be issued in the same form as the Public Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised
for cash or on a cashless basis at the holder’s option, in either case as long as they are held by the initial holders or
their permitted transferees (as prescribed in Section 5.6 hereof). Once a Private Placement Warrant or Working Capital Warrant
is transferred to a holder other than an affiliate or permitted transferee, it shall be treated as a Public Warrant hereunder for
all purposes.


 


2.6.
Other Post IPO Warrants. The Forward Purchase Warrants and other Post IPO Warrants, when and if issued, shall have the same
terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.


 


3. Terms and
Exercise of Warrants.


 


3.1.
Warrant Price. Each Warrant certificate shall, when countersigned by the Warrant Agent, and each Warrant represented by
book entry shall, entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase
from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this
Agreement refers to the price per share at which the shares of Common Stock may be purchased at the time a Warrant is exercised.
The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for
a period of not less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’
prior written notice of such reduction to registered holders of the Warrants and, provided further that any such reduction shall
be applied consistently to all of the Warrants.


 


3.2.
Duration of Warrants. A Warrant may be exercised only during the period commencing 30 days after the consummation by the
Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (“Business Combination”) (as described more fully in the
Registration Statement), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the consummation
of a Business Combination, (ii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the
Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until
the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect
to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each Warrant not exercised on
or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the
Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior
written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently
to all of the Warrants.


 






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3.3.
Exercise of Warrants.


 


3.3.1.
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the registered holder
thereof by (i) (A) when the certificate representing such Warrant has been countersigned by the Warrant Agent, surrendering such
Warrant certificate, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of
Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant certificate, duly executed, or (B)
when the Warrant is represented by book entry, delivering the Warrant to an account of the Warrant Agent at the Depositary designated
for such purposes in writing by the Warrant Agent to the Depositary from time to time, with the subscription form properly delivered
by the Participant in accordance with the Depositary’s procedures, and (ii) paying in full the Warrant Price for each share
of Common Stock as to which such Warrants are exercised and any and all applicable taxes due in connection with the exercise of
the Warrants, as follows:


 


(a)
by good certified check or good bank draft payable to the order of the Warrant Agent or wire transfer; or


 


(b)
in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to force all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the
Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y)
the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average
last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on
which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or


 


(c)
with respect to any Private Placement Warrants or Working Capital Warrants, so long as such Private Placement Warrants or Working
Capital Warrants are held by the initial purchasers or their permitted transferees, by surrendering such Private Placement Warrants
or Working Capital Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the
Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall
be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c),
the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading
days ending on the third trading day prior to the date of exercise; or


 


(d)
in the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after
the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference
between the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however,
that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely
for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported last sale price of the
Common Stock for the ten (10) trading days ending on the trading day prior to the date of exercise.


 






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3.3.2.
Issuance of Shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates,
or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or
names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant
certificate, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable
for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock
issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is
not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and
such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Warrants shall have
paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised
by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. If, by reason of any
exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such
Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number,
the number of shares of Common Stock to be issued to such holder.


 


3.3.3.
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.4.
Date of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued
shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant certificate,
or book entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the
date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer
books of the Company or book entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the share transfer books or book entry system are
open.


 






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3.3.5.
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the
holder’s Warrants, and such holder shall not have the right to exercise such Warrants, to the extent that after giving effect
to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would
beneficially own in excess of 9.8% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrants
with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrants, in determining the number
of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in
(1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other
public filing with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by
the Company or the Warrant Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon
the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its
affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the
Company, the holder of Warrants may from time to time increase or decrease the Maximum Percentage applicable to such holder to
any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1.
Stock Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares
of Common Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding
shares of Common Stock.


 


4.2.
Aggregation of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date
of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 






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4.3.
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the
Company’s capital stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the
Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or
other assets paid in respect of such Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether
or not any shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed
an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash dividends
or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the
Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50
per share (taking into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived
their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections
of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to
the number of shares of Common Stock issuable on exercise of each Warrant) but only with respect to the amount of the aggregate
cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders
of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s
Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in connection
with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination.
Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend
of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day
period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately
after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount
of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the
greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period
prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s
initial Business Combination, there were total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000
of such shares (with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant
Price would occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than
$0.50 per share.


 


4.4.
Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 






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4.5.
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change under subsections 4.1 or 4.2 or Section 4.3 hereof or that solely affects the par value
of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion
of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that
does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale
or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received
if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”
); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor
or purchasing entity shall execute an amendment hereto with the Warrant Agent providing for delivery of such Alternative Issuance;
provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or
amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities,
cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be
the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger
that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted
by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption
rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation
or as a result of the repurchase of shares of Common Stock by the Company if a proposed initial Business Combination is presented
to the stockholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer,
the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a
part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding
shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of
cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder
had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock
held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided,
further, that if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable
in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in
an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the
Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of
such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall
be reduced by an amount (in dollars) (but in no event less than zero) equal to the difference of (i) the Warrant Price in effect
prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value
(as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the
consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial
Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken
into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported
during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed
volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately
prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the
U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means
(i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of
Common Stock, and (ii) in all other cases, the amount of cash per share of Common Stock, if any, plus the volume weighted average
price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by
subsection 4.1, then such adjustment shall be made pursuant to subsection 4.1 or Sections 4.2, 4.3 and this Section 4.5. The provisions
of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or
other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the
Warrant.


 






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4.6.
Issuance in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues
additional shares of Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per
share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and
in the case of any such issuance to Northern Genesis Sponsor III LLC, the initial stockholders, or their affiliates, without taking
into account any founders’ shares held by them prior to such issuance) (such price, the “Newly Issued Price”),
(b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions),
and (c) the Fair Market Value (as defined below) is below $9.20 per share, the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the greater of (i) the Fair Market Value or (ii) the price at which the Company issues
the Common Stock or equity-linked securities and the Redemption Trigger Price (as defined below) shall be adjusted to equal to
180% of the greater of the Fair Market Value and the Newly Issued Price. Solely for purposes of this Section 4.6, the “Fair
Market Value” shall mean the volume weighted average reported trading price of the Common Stock for the twenty (20) trading
days starting on the trading day prior to the date of the consummation of the Business Combination.


 


4.7.
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5, or 4.6, then, in any such event, the Company shall
give written notice to each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record
date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity
of such event.


 


4.8.
No Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company
shall not issue fractional shares of Common Stock upon exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrants would be entitled, upon the exercise of such Warrants, to receive in respect of all such
Warrants so exercised a number of shares of Common Stock that includes a fractional interest in a share, the Company shall, upon
such exercise, round down, to the nearest whole number of shares, the number of shares of Common Stock to be issued to the Warrant
holder.


 


4.9.
Form of Warrant Certificate. The form of Warrant certificate need not be changed because of any adjustment pursuant to this
Section 4, and Warrant certificates issued after such adjustment may state the same Warrant Price and the same number of shares
as is stated in the Warrant certificates initially issued pursuant to this Agreement. However, the Company may at any time in its
sole discretion make any change in the form of Warrant certificate that the Company may deem appropriate and that does not affect
the substance thereof, and any Warrant certificate thereafter issued or countersigned, whether in exchange or substitution for
an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.10.
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5. Transfer
and Exchange of Warrants.


 


5.1.
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrants
upon the Warrant Register, upon surrender of such Warrants for transfer (including, in the case of certificated Warrants, the Warrant
certificate, properly endorsed with signatures properly guaranteed) and accompanied by appropriate instructions for transfer. Upon
any such transfer, a new Warrant certificate representing an equal aggregate number of Warrants shall be issued and the old Warrant
certificate shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


 






    10


     


    

 


5.2.
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in
book entry position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange
therefor one or more new Warrant certificates, or book entry positions, as requested by the registered holder of the Warrants so
surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant certificate
or book entry position surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant certificate
or book entry position and issue a new Warrant certificate or book entry position in exchange therefor until the Warrant Agent
has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrant
certificates or book entry positions must also bear a restrictive legend.


 


5.3.
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a Warrant certificate or book-entry position for only a fraction of a Warrant.


 


5.4.
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrant certificates required to be issued pursuant to the provisions of this Section 5,
and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed
on behalf of the Company for such purpose.


 


5.6.
Private Placement Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Placement
Warrants or Working Capital Warrants until thirty (30) days after the consummation by the Company of an initial Business Combination,
except for the following transfers (the transferee of any of the following constituting a “permitted transferee”):


 


5.6.1.
A transfer by any registered holder to (a) any Related Person of such registered holder, (b) Northern Genesis Sponsor III LLC or
any person or entity that at the time of the applicable transfer is, or immediately prior to the closing of a Business Combination
was, an officer, manager, or member of Northern Genesis Sponsor III LLC, (c) any person that at the time of the applicable transfer
is, or immediately prior to the closing of a Business Combination was, an officer or director of the Company, (d) any Related Person
of any of the foregoing, or (e) any entity that is controlled by any combination of any of the foregoing; in each case on the condition
that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation confirming the transferee’s
status as a permitted transferee and pursuant to which such transferee (or the trustee or legal guardian for such transferee) agrees
to be bound, solely with respect to the Warrants so transferred, by the transfer restrictions contained in this section and any
other applicable agreement by which the transferor is bound with respect to such Warrants;


 






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5.6.2.
In the case of a registered holder that is a natural person, a transfer by virtue of laws of descent and distribution upon death
of such registered holder, and a transfer pursuant to a qualified domestic relations order; in each case on the condition that
prior to such registration for transfer, the Warrant Agent shall be presented with written documentation confirming the transferee’s
status as a permitted transferee and pursuant to which such transferee (or the trustee or legal guardian for such transferee) agrees
to be bound, solely with respect to the Warrants so transferred, by the transfer restrictions contained in this section and any
other applicable agreement by which the transferor is bound with respect to such Warrants;


 


5.6.3.
In the case of a registered holder that is an entity, a transfers by virtue of the laws of the jurisdiction of an entity’s
organization and the entity’s organizational documents upon dissolution of the entity; in each case on the condition that
prior to such registration for transfer, the Warrant Agent shall be presented with written documentation confirming the transferee’s
status as a permitted transferee and pursuant to which such transferee (or the trustee or legal guardian for such transferee) agrees
to be bound, solely with respect to the Warrants so transferred, by the transfer restrictions contained in this section and any
other applicable agreement by which the transferor is bound with respect to such Warrants;


 


5.6.4.
Following the closing of a Business Combination, any transfer as a result of enforcement of rights and remedies under any bona
fide hypothecation or pledge of or other grant of a security interest in any such Warrant as security for indebtedness; in each
case on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation
either (a) confirming that the transferee is not a person or entity to which such Warrants may be transferred pursuant to Section
5.6.1, or (b) pursuant to which such transferee (or the trustee or legal guardian for such transferee) agrees to be bound, solely
with respect to the Warrants so transferred, by the transfer restrictions contained in this section and any other applicable agreement
by which the transferor is bound with respect to such Warrants;


 


5.6.5.
Any transfer to or exchange with the Company (or successor issuer of such Warrants) to effectuate any stock split, reverse stock
split, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change; provided, however,
that any such Warrants shall be subject to the restrictions of this Section 5.6 to the same extent as the Warrants so transferred
or exchanged.


 


As used in this
Section 5.6, “Related Person” means (a) in the case of a registered holder that is an entity, any securityholder,
partner, member or affiliate (as defined below) of such registered holder; and (b) in the case of a registered holder that is a
natural person, (i) any member of such registered holder’s immediate family (as defined below), (ii) any trust, the beneficiaries
of which are such registered holder, any Related Person of such registered holder, and/or any charitable organization, or the assets
of which are deemed for federal income tax purposes to be owned by such registered holder and/or one or more Related Persons of
such registered holder, or (iii) any entity that is directly or indirectly controlled by such registered holder and/or any combination
of any of the foregoing. For purposes of the foregoing, (A) “immediate family” of a specified person means his
or her spouse or domestic partner, any parent of such specified person or of his or her spouse or domestic partner, or any lineal
descendant of any of the foregoing (including by adoption), (B) “affiliate” of a specified person or entity
means any other person or entity that directly, or indirectly through one or more other affiliates, controls or is controlled by,
or is under common control with, the specified person or entity, and (C) “control” means the possession, directly
or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, and, in the case of a fund,
includes the power to direct or cause the direction of the investment decisions of such fund, whether through authority as the
manager, investment manager, general partner, or otherwise.


 






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5.6.6.
Transfers of Units; Transfers prior to Detachment. Each transfer of a Unit on the register relating to such Units shall
operate also to transfer the Warrants included in such Unit. Prior to the Detachment Date, the Public Warrants may be transferred
or exchanged only together with the Public Unit in which such Public Warrant is included, and only for the purpose of effecting,
or in conjunction with, a transfer or exchange of such Public Unit.


 


6. Redemption.


 


6.1.
Redemption. Subject to Section 6.4 hereof, all, and not less than all, of the outstanding Warrants may be redeemed, at the
option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to
in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”), provided that the last sales price of
the Common Stock equals or exceeds $18.00 per share (subject to adjustment in accordance with Section 4 hereof) (the “Redemption
Trigger Price”), on each of twenty (20) trading days within any thirty (30) trading day period commencing after the Warrants
become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and provided that
there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a
current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to require the exercise
of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if and when the Public
Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of shares of Common
Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws
or the Company is unable to effect such registration or qualification.


 


6.2.
Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject
to redemption, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date
to the registered holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered
holder received such notice.


 


6.3.
Exercise After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant
to Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants
to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain
the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including
the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants shall have
no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 






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6.4.
Exclusion of Certain Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply
to (i) the Private Placement Warrants and Working Capital Warrants if at the time of the redemption such Private Placement Warrants
or Working Capital Warrants continue to be held by the initial purchasers or their permitted transferees or (ii) Post IPO Warrants
if such warrants provide that they are non-redeemable by the Company. However, with respect to the Private Placement Warrants or
Working Capital Warrants, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to permitted
transferees under Section 5.6), the Company may redeem the Private Placement Warrants and Working Capital Warrants in the same
manner as the Public Warrants.


 


7. Other Provisions
Relating to Rights of Holders of Warrants.


 


7.1.
No Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.


 


7.2.
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant certificate is lost, stolen, mutilated, or destroyed, the
Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall,
in the case of a mutilated Warrant certificate, include the surrender thereof), issue a new Warrant certificate of like denomination,
tenor, and date as the Warrant certificate so lost, stolen, mutilated, or destroyed. Any such new Warrant certificate shall constitute
a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant
certificate shall be at any time enforceable by anyone.


 


7.3.
Reservation of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized
but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Agreement.


 






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7.4.
Registration of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1.
Registration of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best
efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the
shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary
to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states
where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption
is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. If any
such registration statement has not been declared effective by the 60th day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 61st day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any
other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock
issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance
with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an
outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance
with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise
will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144
under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt,
unless and until all of the Warrants have been exercised on a cashless basis or have expired, the Company shall continue to be
obligated to comply with its registration obligations under the first three sentences of this Section 7.4.


 


7.4.2.
Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise
Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act (or any successor statute) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall
not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Common
Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not
elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants
on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the Common Stock issuable
upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to
the extent an exemption is not available.


 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 






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8.2.
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1.
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested
with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as
if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2.
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date
of any such appointment.


 


8.2.3.
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall
be the successor Warrant Agent under this Agreement without any further act.


 


8.3.
Fees and Expenses of Warrant Agent.


 


8.3.1.
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in
the execution of its duties hereunder.


 


8.3.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


 






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8.4.
Liability of Warrant Agent.


 


8.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive Officer or Board Chair of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement.


 


8.4.2.
Indemnity. The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except
as a result of the Warrant Agent’s fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3.
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any
adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed
to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.


 


8.4.4.
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
of shares of Common Stock through the exercise of Warrants.


 


9. Miscellaneous
Provisions.


 


9.1.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 






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9.2.
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


Northern
Genesis Acquisition Corp. III


4801
Main Street, Suite 1000


Kansas
City, MO 64112


Attn:
Chief Financial Officer


 


Any notice, statement
or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant
Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by
the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1 State
Street


New York,
New York 10004


Attn:
Compliance Department


 


with a copy in
each case to:


 


Husch Blackwell LLP


4801 Main Street, Suite 100


Kansas City, Missouri 64112


Attn: James G. Goettsch


E-mail: jim.goettsch@huschblackwell.com


 


and


 


Goodwin Proctor LLP


620 Eighth Avenue


New York, NY 10018


Attn: Jocelyn M. Arel, Esq. and


  Audrey S. Leigh, Esq.


Email: jarel@goodwinlaw.com and


   aleigh@goodwinlaw.com


 


and


 


Morgan Stanley & Co. LLC


1585 Broadway


New York, NY 10036


Attn: Equity Syndicate Desk


          with a copy to the Legal Department


 






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and


 


Wells Fargo Securities, LLC


500 West 33rd Street


New York, NY 10001


Attn: Equity Syndicate Department


 


and


 


TD Securities (USA) LLC


1 Vanderbilt Avenue


New York, New NY 10017


Attn: Equity Syndicate Desk


 


9.3.
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants 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. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction. The Company
hereby waives any objection that such courts represent an inconvenient forum. Any such process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the Company in any action, proceeding or claim. The foregoing shall not relate to any claims brought under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.


 


9.4.
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any
of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the
parties hereto and the registered holders of the Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representatives,
any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof. The Representatives shall be deemed to be third party beneficiaries of this Agreement with respect to Sections
7.4, 9.4 and 9.8. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be
for the sole and exclusive benefit of the parties hereto (and the Representatives with respect to the Sections 7.4, 9.4 and 9.8
hereof) and their successors and assigns and of the registered holders of the Warrants.


 


9.5.
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant.
The Warrant Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6.
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.


 






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9.7.
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.


 


9.8.
Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose
of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, conforming the provisions
hereof to the description of the terms of the Warrants and this Agreement set forth in the Registration Statement or adding or
changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written
consent or vote of the registered holders of (i) a majority of the then outstanding Public Warrants if such modification or amendment
is being undertaken prior to, or in connection with, the consummation of a Business Combination or (ii) a majority of the then
outstanding Warrants if such modification or amendment is being undertaken after the consummation of a Business Combination. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and
3.2, respectively, without the consent of the registered holders. The provisions of this Section 9.8 may not be modified, amended
or deleted without the prior written consent of the Representatives.


 


9.9.
Trust Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the
trust account established by the Company in connection with the Public Offering (as more fully described in the Registration Statement)
(“Trust Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance. In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent
will pursue such claim solely against the Company and not against the property held in the Trust Account.


 


9.10.
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[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. III
	 	 	 
	 	By:	/s/ Ian Robertson
	 		Name: Ian Robertson
	 		Title: Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/ James F. Kiszka
	 		Name: James F. Kiszka
	 		Title: Vice President


 


[Signature Page to Warrant Agreement]