Exhibit 10.2


 


FORM OF INVESTMENT MANAGEMENT TRUST
AGREEMENT


 


This Agreement is made
as of March [●], 2021 by and between Northern Genesis Acquisition Corp. III (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-253234 (“Registration Statement”) for its initial public offering
of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Registration Statement); and


 


WHEREAS, Morgan Stanley
& Co. LLC, Wells Fargo Securities, LLC, and TD Securities (USA) LLC (the “Representatives”) are acting as
the representatives of the several underwriters in the IPO (the “Underwriters”); and


 


WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $[●]
($[●] if the over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement
of warrants will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the
United States (the “Trust Account”) for the benefit of the Company and the holders of the Company’s common
stock, par value $0.0001 per share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds
to be delivered to the Trustee will be referred to herein as the “Property”; the stockholders for whose benefit
the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders
and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant
to the Underwriting Agreement, a portion of the Property up to $5,250,000, or up to $6,037,500 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company
to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property;


 


IT IS AGREED:


 


		1.	Agreements and Covenants of Trustee. The Trustee
hereby agrees and covenants to:



 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee initially at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of
$100 billion or more) in the United States, maintained by Trustee, and at a brokerage institution selected by the Company that
is reasonably satisfactory to the Trustee;


 


(b) Manage,
supervise, and administer the Trust Account subject to the terms and conditions set forth herein;


 



     


     


    




 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), having a maturity of 185 days or less, and/or in any open ended investment company registered under the
Investment Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph
(d) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations;
it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder and the Trustee may earn bank credits or other consideration during such periods;


 


(d) Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Notify
the Company and the Representatives of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and when instructed
by the Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed
on behalf of the Company and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only
as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a
Termination Letter has not been received by the Trustee within the period of time (the “Last Date”) provided
in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Certificate
of Incorporation”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date; and


 


(j) Upon
receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of
the Company by an authorized officer, distribute to Public Stockholders who exercised their conversion rights in connection with
an amendment to Article Sixth of the Company’s Amended and Restated Certificate of Incorporation (an “Amendment”)
an amount equal to the pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised
conversion rights in connection with such Amendment.


 



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		2.	Limited Distributions of Income from Trust Account.



 


(a) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any income or other tax obligation owed by the Company.


 


(b) Upon
written request from the Company, which may be given in a form substantially similar to that attached hereto as Exhibit D,
the Trustee shall distribute to the Company the amount of interest income earned on the Property and requested by the Company to
cover expenses related to the Company’s working capital requirements; provided, however, that the aggregate amount of all
such distributions in any twelve-month period shall not exceed $125,000 and the Company will not be allowed to withdraw interest
income earned on the trust account unless there are sufficient funds available to pay the Company’s tax obligations on such
interest income or otherwise then due at that time. Notwithstanding the foregoing, in no event shall there be a reduction in the
principal amount initially deposited in the Trust Account.


 


(c) The
limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property.
Except as provided in Sections 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except
in accordance with Sections 1(i) or 1(j) hereof.


 


		3.	Agreements and Covenants of the Company. The Company
agrees and covenants to:



 


(a) Give
all instructions to the Trustee hereunder in writing, signed by any one of the Company’s authorized officers. In addition,
except with respect to its duties under Sections 1(i), 1(j), 2(a) and 2(b) above, the Trustee shall
be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith
believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;


 


(b) Subject
to the provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against any
and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any
claim, potential claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt
by the Trustee of notice of demand or claim or the commencement of any action, suit, or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own
counsel;


 


(c) Pay
the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Sections
2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from
time to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees
owed to the Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 2(b)
or pursuant to Section 1(i) solely in connection with the consummation of a business combination (a “Business Combination”).
The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter
on the anniversary of the Effective Date;


 



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(d) In
connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying
the vote of the Company’s stockholders regarding such Business Combination;


 


(e) In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the
Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f) If
the Company has an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter in the form
of Exhibit C providing instructions for the distribution of funds to Public Stockholders who exercise their conversion rights
in connection with such Amendment; and


 


(g) Provide
the Representatives with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that
it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


(h) Within
five (5) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event
be less than $5,250,000.


 


		4.	Limitations of Liability. The Trustee shall have
no responsibility or liability to:



 


(a) Take
any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall
have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change
the investment of any Property, other than in compliance with Section 1(c);


 


(d) Refund
any depreciation in principal of any Property;


 



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(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion, or advice of counsel
(including counsel chosen by the Trustee), statement, instrument, report, or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification, termination, or rescission of this Agreement or
any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any Business Combination
consummated by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h) File
local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or deliver
payee statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property;


 


(i) Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Sections
2(a) or 2(b) hereof);


 


(j) Imply
obligations, perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; or


 


(k) Verify
calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j), 2(a)
or 2(b) above.


 


5. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 



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		6.	Termination. This Agreement shall terminate as follows:



 


(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that
the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90)
days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Section 3(b) and Section 5.


 


		7.	Miscellaneous.



 


(a) The
Company and the Trustee will each restrict access to confidential information relating to funds being transferred to or from the
Trust Account to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers, and all other
identifying information relating to a beneficiary, beneficiary’s bank, or intermediary bank. The Trustee shall not be liable
for any loss, liability, or expense resulting from any error in the information supplied to it or funds transferred based on such
information.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with 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
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.


 


(c) This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(d) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i) and 1(j) (which sections may not be modified, amended or deleted without the affirmative vote of sixty five percent
(65%) of the then outstanding shares of Common Stock of the Company; provided that no such amendment will affect any Public Stockholder
who has otherwise indicated his, her or its election to redeem his, her or its shares of Common Stock in connection with a vote
sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified by a writing signed
by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior
written consent of the Representatives. The Trustee may require from Company counsel an opinion as to the propriety of any proposed
amendment.


 


(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
by email or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com



 



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if to the Company, to:


 


Northern Genesis Acquisition Corp.
III


4801 Main Street, Suite 1000


Kansas City, Missouri 64112


Attn: Ian E. Robertson


E-mail: ian.robertson@northerngenesis.com


 


in either case with a copy (which copy shall
not constitute notice) to:


 


Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Attn: Equity Syndicate Desk, with a copy to the Legal Department


 


and


 


Wells Fargo Securities, LLC

500 West 33rd Street

New York, New York 10001

Attn: Equity Syndicate Department


 


and


 


TD Securities (USA) LLC

1 Vanderbilt Avenue


New York, New York 10017


Attn: Equity Syndicate Desk


 


and


 


Husch Blackwell LLP


4801 Main Street, Suite 100


Kansas City, Missouri 64112


Attn: James Goettsch, Esq.


E-mail: jim.goettsch@huschblackwell.com


 


and


 


Goodwin Procter LLP


The New York Times Building


620 Eighth Avenue


New York, New York 10018

Attn: Jocelyn M. Arel, Esq. and Audrey S. Leigh, Esq.

Email: JArel@goodwinlaw.com and ALeigh@goodwinlaw.com


 


(f) This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder.


 


(h) Each
of the Company and the Trustee hereby acknowledge that the Representatives are third party beneficiaries of this Agreement.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 	 
	 	By:	
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	NORTHERN GENESIS ACQUISITION CORP. III
	 	 	 	 
	 	By:	
	 	 	Name:	Ian Robertson
	 	 	Title: 	Chief Executive Officer



 


[Signature Page to Investment Management
Trust Agreement]


 







     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer


& Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account No. [________] - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Northern Genesis Acquisition Corp. III (“Company”)
and Continental Stock Transfer & Trust Company, dated as of _______, 2021 (“Trust Agreement”), this is to
advise you that the Company has entered into an agreement with [__________________] to consummate a business combination (“Business
Combination”) on or about [insert date]. The Company shall notify you at least 72 hours in advance of the actual
date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer the proceeds
to the Trust Account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the
Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company
will not earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and
(ii) the Company shall deliver to you (a) [an affidavit] [a certificate] by the Chief Executive Officer, which verifies the vote
of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) joint written instructions
from the Company and the Representatives with respect to the transfer of the funds held in the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your
receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
your obligations under the Trust Agreement shall be terminated.


 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the you of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	NORTHERN GENESIS ACQUISITION CORP. III
	 	 	 	 
	 	By:	
	 	 	Name:	         
	 	 	Title:	 



 





cc: Morgan Stanley & Co. LLC; Wells
Fargo Securities, LLC; TD Securities (USA) LLC


 




    A-1


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
                                         Account No. [                   ]
                                         - Termination Letter




 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Northern Genesis Acquisition Corp. III (“Company”)
and Continental Stock Transfer & Trust Company, dated as of _______, 2021 (“Trust Agreement”), this is to
advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified
in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating
to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account and to transfer the total proceeds of
the Trust to the Trust Operating Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The
Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Stockholders will
be entitled to receive their share of the liquidation proceeds. It is acknowledged that while the funds are on deposit in the Trust
Operating Account awaiting distribution, the Company will not earn any interest or dividends. You agree to be the Paying Agent
of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance
with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution
of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	NORTHERN GENESIS ACQUISITION CORP. III
	 	 	 	 
	 	By:	 
	 	 	Name:	        
	 	 	Title:	 


 


cc: Morgan Stanley & Co. LLC; Wells
Fargo Securities, LLC; TD Securities (USA) LLC


 




    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
                                         Account No. [                   ]
                                         – Amendment Notification Letter




 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made to
the Investment Management Trust Agreement between Northern Genesis Acquisition Corp. III (“Company”) and Continental
Stock Transfer & Trust Company, dated as of ________, 2021 (“Trust Agreement”). Capitalized words used herein
and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section
1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $____
of the total proceeds of the Trust to the Trust Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders
that have requested conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you
as previously instructed.


 


	 	Very truly yours,
	 	 
	 	NORTHERN GENESIS ACQUISITION CORP. III
	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	         
	 	 	Title:	 


 


cc: Morgan Stanley & Co. LLC; Wells
Fargo Securities, LLC; TD Securities (USA) LLC


 




    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
                                         Account No. [                   ]




 


Dear Mr. Wolf and Ms. Gonzalez:


 


[Pursuant to Section
2(a) of the Investment Management Trust Agreement between Northern Genesis Acquisition Corp. III (“Company”)
and Continental Stock Transfer & Trust Company, dated as of _________, 2021 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof.
The Company needs such funds to pay for its income or other tax obligations.][ [Pursuant to Section 2(b) of the Investment Management
Trust Agreement between Northern Genesis Acquisition Corp. III (“Company”) and Continental Stock Transfer &
Trust Company, dated as of _________, 2021 (“Trust Agreement”), the Company hereby requests that you deliver
to the Company [$_______] of the interest income earned on the Property as of the date hereof, which does not exceed, in the aggregate
with all such prior disbursements pursuant to Section 2(b), if any, the maximum amount set forth in Section 2(b).]


 


In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	NORTHERN GENESIS ACQUISITION CORP. III
	 	 	 	 
	 	By:	 
	 	 	Name:	         
	 	 	Title:	 


 


cc: Morgan Stanley & Co. LLC; Wells
Fargo Securities, LLC; TD Securities (USA) LLC


 


 


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