Exhibit
10.5


 


Form
of Subscription Agreement for Private Placement Warrants 


 


March
[__], 2021


 


Northern
Genesis Sponsor III LLC


Attention:
Managing Member


 


RE:Private
Warrant Subscription Agreement


 


Ladies
and Gentlemen:


 


Northern
Genesis Acquisition Corp. III (the “Company”), a blank check company formed for the purpose of acquiring
one or more businesses or entities (a “Business Combination”), intends to register its securities under
the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public
offering (“IPO”). The Company currently anticipates selling units in the IPO, each comprised of one
share of common stock, par value $0.0001 per share, of the Company (“Common Stock”) and one-fourth of
one warrant, each whole warrant (“Warrant”) to purchase one share of Common Stock.


 


Pursuant
to this letter agreement (this “Agreement”), the Company and Northern Genesis Sponsor III LLC, a Delaware
limited liability company (the “Sponsor”), hereby confirm (a) the subscription by Sponsor for the purchase
from the Company in a private placement of the Initial Warrants and Additional Warrants (each as defined below and, collectively,
the “Private Placement Warrants”), (b) the grant by the Company to Sponsor of the right to purchase
from the Company, on the terms set forth herein, certain Working Capital Warrants (as defined below, and together with the Private
Placement Warrants, the “Private Warrants”), and (c) the other terms and conditions of such purchases
as set forth in this Agreement, which terms and conditions shall be binding on the Company and Sponsor and (except as otherwise
provided herein) each successive holder of any such Private Warrants or related Private Warrant Securities (as defined below)
(each, a “Holder”) from and after the date first set forth above.


 


1. Subscription
and Option for Private Warrants.


 


1.1 Sponsor
hereby commits to purchase from the Company an aggregate of 3,166,667 Warrants (the “Initial Warrants”)
at $1.50 per Initial Warrant, for an aggregate purchase price of $4,750,000 (the “Initial Purchase Price”).
Additionally, if the underwriters in the IPO exercise their over-allotment option in full or part, Sponsor further commits to
purchase a percentage of an additional 300,000 Warrants (“Additional Warrants”) at $1.50 per Additional
Warrant, for an aggregate purchase price of up to $450,000 (the “Over-Allotment Purchase Price” and
together with the Initial Purchase Price, the “Purchase Price”), such percentage to be equal to the
percentage of the underwriters’ over-allotment option that is exercised. The consummation of the purchase and issuance of
the Initial Warrants and Additional Warrants (if any) shall occur simultaneously with the consummation of the IPO and over-allotment
option, respectively. Prior to the closing of the IPO, Sponsor will cause the Initial Purchase Price to be paid in immediately
available funds by wire transfer in accordance with written instructions provided by the Company. Prior to the closing of the
further issuance of securities pursuant to the exercise (if any) of the over-allotment option, Sponsor will cause the Over-Allotment
Purchase Price to be paid in immediately available funds by wire transfer in accordance with written instructions provided by
the Company. If either closing does not occur within sixty (60) days following either such payment, the Company will cause the
applicable portion of the Purchase Price (without interest) to be returned to Sponsor.


 




     


     


    

  


1.2 The
Company hereby grants Sponsor the right to purchase from the Company, from time to time following the purchase by Sponsor of the
Private Placement Warrants and prior to or upon the consummation by the Company of an initial Business Combination, for a purchase
price of $1.50 per Warrant, up to an aggregate of 2,000,000 Warrants (the “Working Company Warrants”),
less (a) the number of such Working Capital Warrants previously issued and sold to Sponsor pursuant to this Section 1.2, (b) the
number of Warrants issued in satisfaction of any loans to the Company by Sponsor, any officer or director of the Company, or any
of their respective affiliates “Working Capital Loans”), and (c) the number of any Warrants that may
be required to be issued in satisfaction of any outstanding Working Capital Loans the terms of which permit the lender thereof
to require satisfaction of such Working Capital Loan through the issuance of Working Capital Warrants. Such right may be exercised
by Sponsor, one or more times, by delivery of written notice thereof to the Company, specifying the number of Working Capital
Warrants to be so purchased, and tendering to the Company the purchase price therefor within three business days following the
giving of such notice, and immediately upon such tender the Company shall issue such Working Capital Warrants to Sponsor.


 


2. Terms
of Private Warrants.


 


2.1 The
terms of the Private Warrants shall be identical to the other Warrants of the Company, except that they will not be redeemable
and will be exercisable on a cashless basis, in each case so long as they are held by Sponsor or any of its Permitted Transferees,
as more particularly described in that certain Warrant Agreement to be entered into by the Company and Continental Stock Transfer
& Trust Company prior to or upon the closing of the IPO. For the avoidance of doubt, shares issuable upon the exercise of
any Private Warrants do not constitute “IPO Shares” as to be defined in the Company’s Amended and Restated Certificate
of Incorporation, as the same may be amended from time to time (the “Certificate of Incorporation”).
In addition, the Private Warrants and other Private Warrant Securities (defined below) are subject to the terms of this Agreement
until the expiration of all restrictions and obligations hereunder with respect to the Private Warrant Securities.


 


2.2 As
used herein, “Private Warrant Securities” means, and the restrictions and other terms of this Agreement
shall apply to, (a) the Private Warrants originally issued to Sponsor pursuant to this Agreement, and the shares of Common Stock
for which any such Private Warrants may be exercised, (b) any new, substituted or additional securities that are distributed with
respect to any of the foregoing without payment of additional consideration pursuant to a stock dividend, a stock split, a recapitalization
or a similar transaction, and (c) any securities into which any of the foregoing may be converted or that may be issued in exchange
for any of the foregoing, including pursuant to any Business Combination.


 




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2.3 For
the avoidance of doubt, the provisions of this Agreement shall not apply to any Warrants, shares of Common Stock, or other securities
of the Company, other than the Private Warrant Securities, that may from time to time be held by any Holder, including any shares
of Common Stock or other securities of the Company purchased in any other private placement, the IPO, or the open market, or that
are issued upon the exercise or conversion of any warrants or other convertible securities of the Company other than Private Warrant
Securities.


 


3. Voting
of Certain Common Stock in relation to a Business Combination. If, following the exercise of any Private Warrants, the Company
solicits approval of its stockholders of an initial merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”),
each Holder agrees to vote all shares of Common Stock issued upon exercise of such Private Warrants (or otherwise constituting
Private Warrant Securities) that are then held thereby in favor of such Business Combination.


 


4. No
Redemption Rights. Each Holder hereby acknowledges that the Certificate of Incorporation will not grant to the holder of any
Private Warrant Securities the right to cause any such Private Warrant Securities to be converted into cash or redeemed in connection
any vote to approve a Business Combination or in connection with any vote to amend Article Sixth of the Certificate of Incorporation.
In addition, if the Company provides all holders of its Common Stock with an opportunity to sell their shares to the Company,
effective upon consummation of such Business Combination, for cash through a tender offer, each Holder hereby agrees not to tender
or sell in such tender offer any shares of Common Stock that constitute Private Warrant Securities.


 


5. No
Right to Trust Account. Each Holder hereby acknowledges that the Certificate of Incorporation will not grant to the holder
of any Private Warrant Securities any right to distributions by the Company from the trust account which will be established for
the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited
(the “Trust Account”) in the event of a liquidation of the Company, including upon the Company’s
failure to timely complete an initial Business Combination, and hereby waives any and all right, title, interest or claim of any
kind in or to any distributions from the Trust Account in respect of any Private Warrant Securities.


 


6. Lock-up.


 


6.1 Subject
to the exceptions set forth herein, each Holder agrees that such Holder shall not, during the Lock-up Period without the prior
written consent of the Company, sell or otherwise dispose of or enter into any agreement to sell or otherwise dispose of title
to any Private Warrant Securities that are or become held by such Holder during the Lock-up Period (each, a “Transfer”).
As used herein, “Lock-up Period” means the period of time from the date hereof through and including
the day that is 30 days after the closing of a Business Combination.


 






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6.2 Notwithstanding
any other provision of this Agreement, the restrictions set forth in Section 6.1 shall not apply to any of the following
(the transferee in any such Transfer, a “Permitted Transferee”):





 


6.2.1 Transfers
between a Holder and (a) any Related Person of such Holder, (b) Sponsor 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 Sponsor, (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; provided, however, that each such transferee must agree in writing for the express
benefit of and in form reasonably acceptable to the Company to be bound by this Agreement with respect to (and solely with respect
to) the Private Warrant Securities that are so transferred to such transferee;


 


6.2.2 In
the case of a Holder that is a natural Person, Transfers by virtue of laws of descent and distribution upon death of such Holder,
and Transfers pursuant to a qualified domestic relations order; provided, however, that each such transferee must agree
in writing for the express benefit of and in form reasonably acceptable to the Company to be bound by this Agreement with respect
to (and solely with respect to) the Private Warrant Securities that are so transferred to such transferee;


 


6.2.3 In
the case of a Holder that is an entity, 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; provided, however, that each such transferee
must agree in writing for the express benefit of and in form reasonably acceptable to the Company to be bound by this Agreement
with respect to (and solely with respect to) the Private Warrant Securities that are so transferred to such transferee;


 


6.2.4 Following
the closing of a Business Combination, any bona fide hypothecation or pledge of or other grant of a security interest in any Private
Warrant Securities as security for indebtedness, and any Transfer of any such Private Warrant Securities as a result of enforcement
of rights and remedies thereunder; provided, however, that (a) no public disclosure or filing with respect thereto shall
be made during the Lock-up Period except to the extent required by law, and (b) if the transferee pursuant to any such arrangement
is a person or entity to which such Private Warrant Securities may be Transferred pursuant to Section 6.2.1, such Private
Warrant Securities shall remain subject to this Agreement notwithstanding such transfer, and such transferee must agree in writing
for the express benefit of and in form reasonably acceptable to the Company to be bound by this Agreement with respect to (and
solely with respect to) the Private Warrant Securities that are so transferred to such transferee;


 


6.2.5 any
transfer to or exchange with the Company (or successor issuer of Private Warrant Securities) to effectuate any stock split, reverse
stock split, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change; provided,
however, that any Warrants or shares of Common Stock or other securities of the Company (or successor issuer of Private Warrant
Securities) that are acquired as a result thereof shall constitute Private Warrant Securities and be subject to the restrictions
on Transfer set forth in this Agreement to the same extent as Private Warrant Securities so transferred or exchanged.


 




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6.3 As
used herein, “Related Person” means (a) in the case of a Holder that is an entity, any securityholder,
partner, member or affiliate (as defined below) of such Holder; and (b) in the case of a Holder that is a natural person, (i)
any member of such Holder’s immediate family (as defined below), (ii) any trust, the beneficiaries of which are such Holder,
any Related Person of such Holder, and/or any charitable organization, or the assets of which are deemed for federal income tax
purposes to be owned by such Holder and/or one or more Related Persons of such Holder, or (iii) any entity that is directly or
indirectly controlled by such 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.


 


7. Securities
Law Restrictions; Registration Rights.


 


7.1 Each
Holder agrees not to sell, transfer or otherwise dispose of all or any part of the Private Warrant Securities unless, prior thereto
(a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect
to the Private Warrant Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion
from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt
from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission (“SEC”)
thereunder and with all applicable state securities laws.


 


7.2 Restrictive
Legends. Prior to registration pursuant to the Registration Rights Agreement described below, all certificates representing
any Private Warrant Securities shall have endorsed thereon legends substantially as follows:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS
AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 


7.3 Registration
Rights. Each Holder acknowledges that the Private Warrants are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and that the Private Warrant Securities will become freely tradable only after certain conditions
are met or they are registered pursuant to a Registration Rights Agreement to be entered into by Sponsor and the Company (among
other parties) in connection with the closing of the IPO (the “Registration Rights Agreement”).


 




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8. Additional
Agreements and Acknowledgements.


 


8.1 Waiver
of Claims Against Trust. Each Holder hereby acknowledges and agrees that it has no right, title, interest or claim of any
kind in or to any monies held in the Trust Account, except for redemption and liquidation rights, if any, that such Holder may
have in respect of any shares of Common Stock sold in the IPO (“Public Shares”) held from time to time
by such Holder. Each Holder agrees that it shall have 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, except for redemption and liquidation rights, if any, such Holder may have in respect of
any Public Shares held by such Holder from time to time. In the event that the Holder has any Claim against the Company under
this Agreement, the Holder 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.


 


8.2 Disclosure.
Each Holder hereby acknowledges and consents to the public disclosure of the existence and terms of this Agreement, including
without limitation in the Company’s registration statement filed in connection with the IPO (“Registration Statement”),
and to the public filing of this Agreement with the SEC as an exhibit to the Registration Statement.


 


9. Representations
and Warranties.


 


9.1 Representations
and Warranties of Sponsor. Except for the specific representations and warranties contained in this Section 9.1 and
in any certificate or agreement delivered pursuant hereto, none of Sponsor nor any person acting on behalf of Sponsor nor any
of Sponsor’s affiliates (the “Sponsor Parties”) has made, makes or shall be deemed to make any
other express or implied representation or warranty with respect to the Sponsor and this offering, and Sponsor hereby disclaims
any such representation or warranty. Sponsor hereby represents and warrants to the Company as follows:


 


9.1.1 Organization
and Authority. Sponsor is validly existing and in good standing under the laws of the state of its organization and possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. All entity action on
the part of Sponsor necessary for the authorization, execution, delivery, and performance of this Agreement by Sponsor and the
consummation by Sponsor of the transactions contemplated hereby has been taken. This Agreement, when executed and delivered by
the Company, will constitute a legal, valid and binding agreement of Sponsor, enforceable against Sponsor in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws
affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).


 




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9.1.2 No
Conflicts or Consents. The execution, delivery and performance of this Agreement and the consummation by the Sponsor of the
transactions contemplated hereby do not violate, conflict with or constitute a default under (a) the formation and governing
documents of the Sponsor, (b) any agreement, indenture or instrument to which the Sponsor is a party, (c) any law, statute,
rule or regulation to which the Sponsor is subject, or (d) any agreement, order, judgment or decree to which the Sponsor
is subject. No governmental, administrative or other third party consents or approvals are required on the part of Sponsor in
connection with the transactions contemplated by this Agreement


 


9.1.3 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting Sponsor
which (a) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (b) question the validity or legality of any such transactions or seek to recover damages or to obtain other relief in connection
with any such transactions.


 


9.1.4 No
Brokers. No broker, finder or similar intermediary has acted for or on behalf of Sponsor or any of its respective affiliates
in connection with this Agreement or the transactions contemplated hereby and no broker, finder, agent or similar intermediary
is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith.


 


9.1.5 Experience,
Financial Capability and Suitability. Sponsor is: (a) sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Private Warrant Securities and (b) able to bear the economic risk of its investment
in the Private Warrant Securities for an indefinite period of time because the Private Warrant Securities have not been registered
under the Securities Act and therefore cannot be resold unless subsequently registered under the Securities Act or an exemption
from such registration is available. Sponsor is capable of evaluating the merits and risks of its investment in the Company and
has the capacity to protect its own interests. Sponsor must bear the economic risk of this investment until the Private Warrant
Securities are sold pursuant to an effective registration statement under the Securities Act or an exemption from registration
available with respect to such sale. Sponsor is able to bear the economic risks of an investment in the Placement Warrant Securities
and to afford a complete loss of Sponsor’s investment in the Private Warrant Securities.


 


9.1.6 Access
to Information; Independent Investigation. Prior to the execution of this Agreement, Sponsor has had the opportunity to ask
questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy
of all information so obtained. In determining whether to make this investment, Sponsor has relied solely on Sponsor’s own
knowledge and understanding of the Company and its business based upon Sponsor’s own due diligence investigation and the
information furnished pursuant to this paragraph.


 


9.1.7 Accredited
Investor. Sponsor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the
Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable
to “accredited investors” or similar exemptions under federal and state law.


 




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9.1.8 Investment
Purposes. Sponsor is purchasing the Private Warrants solely for investment purposes, for the Sponsor’s own account and
not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The
Sponsor did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of
Rule 502 of Regulation D under the Securities Act.


 


(i) Certain
Acknowledgments. Sponsor understands that (a) no federal or state agency has passed upon or made any recommendation or endorsement
of the offering of the Private Warrant Securities; (b) no public market now exists for the Private Warrant Securities, and the
Company has made no assurances that a public market will ever exist for the Private Warrant Securities; and (c) its agreement
to purchase the Private Warrants involves a high degree of risk which could cause Sponsor to lose all or part of its investment.


 


9.1.9 Restrictions
on Transfer; Shell Company. Sponsor understands the Private Warrants are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. Sponsor understands the Private Warrant Securities will be “restricted
securities” as defined in Rule 144(a)(3) under the Securities Act and Sponsor understands that any certificates representing
the Private Warrant Securities will contain a legend in respect of such restrictions. If in the future the Sponsor decides to
offer, resell, pledge or otherwise transfer any Private Warrant Securities, such Private Warrant Securities may be offered, resold,
pledged or otherwise transferred only in accordance with the provisions of Section 7.1 hereof. Sponsor agrees that
if any transfer of its Private Warrant Securities or any interest therein is proposed to be made, as a condition precedent to
any such transfer, Sponsor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent
registration or an exemption, the Sponsor agrees not to resell and Private Warrant Securities. Sponsor further acknowledges that
because the Company is a shell company, Rule 144 may not be available to the Sponsor for the resale of the Private Warrant Securities
until at least one year following consummation of the initial business combination of the Company, despite technical compliance
with the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


(ii) Residence.
Sponsor’s principal place of business is the office or offices located at the address of Sponsor set forth on the signature
page hereof.


 


(iii) Non-Reliance.
Except for the specific representations and warranties expressly made by the Company in Section 9.2 of this Agreement and
in any certificate or agreement delivered pursuant hereto, Sponsor has not relied and is not relying upon any other representations
or warranties that may have been made by any of the Company Parties (defined below) in connection with the transactions contemplated
by this Agreement.


 




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9.2 Representations
and Warranties of the Company. Except for the specific representations and warranties contained in this Section 9.2
and in any certificate or agreement delivered pursuant hereto, none of the Company nor any person acting on behalf of the Company
nor any of the Company’s affiliates (the “Company Parties”) has made, makes or shall be deemed
to make any other express or implied representation or warranty with respect to the Company and this offering, and the Company
hereby disclaims any such representation or warranty. The Company hereby represents and warrants to Sponsor as follows:


 


9.2.1 Organization
and Authority. The Company is duly organized, validly existing and in good standing under the laws of the state of Delaware
and has all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. All entity action
on the part of the Company necessary for the authorization, execution, delivery, and performance of this Agreement by the Company
and the consummation by the Company of the transactions contemplated hereby has been taken. This Agreement, when executed and
delivered by Sponsor, will constitute the valid and legally binding obligation of the Company, enforceable against the Company
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).


 


9.2.2 No
Conflicts or Consents. The execution, delivery and performance of this Agreement and the consummation by the Company of the
transactions contemplated hereby do not violate, conflict with or constitute a default under (a) the organizational documents
of the Company, (b) any agreement, indenture or instrument to which the Company is a party, (c) any law, statute, rule or regulation
to which the Company is subject, or (d) any agreement, order, judgment or decree to which the Company is subject. Assuming the
accuracy of the representations and warranties made by the Purchaser in this Agreement, no governmental, administrative or other
third party consents or approvals are required, necessary or appropriate on the part of the Company in connection with the transactions
contemplated by this Agreement, other than such state “blue sky,” FINRA and New York Stock Exchange consents and approvals
as may be required.


 


9.2.3 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which (a) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (b) question the validity or legality of any such transactions or seek to recover damages or to obtain other relief in connection
with any such transactions.


 


9.2.4 Title
to Securities. The Private Warrants issued to Sponsor hereunder were duly and validly issued, fully paid and non-assessable,
and Purchaser has received good title to such Private Warrant, free and clear of all liens, claims and encumbrances of any kind,
other than (a) transfer restrictions under federal and state securities laws, and (b) liens, claims or encumbrances imposed due
to the actions of the Purchaser. When any shares of Common Stock are issued upon any exercise of any Private Warrants issued to
Sponsor hereunder, such shares of Common Stock will be duly and validly issued, fully paid and non-assessable, and Purchaser will
receive good title to such shares of Common Stock, free and clear of all liens, claims and encumbrances of any kind, other than
(a) transfer restrictions hereunder (if then in effect) and under federal and state securities laws, and (b) liens, claims or
encumbrances imposed due to the actions of the Purchaser.


 




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9.2.5 No
General Solicitation. No form of general solicitation or general advertising within the meaning of Regulation D of the Securities
Act was used by the Company or any of its representatives in connection with the offer and sale of the Private Warrants.


 


9.2.6 No
Disqualifying Event. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities
Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge,
any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3),
is applicable. “Company Covered Person” means, with respect to the Company as an “issuer”
for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


9.2.7 No
Brokers. No broker, finder or similar intermediary has acted for or on behalf of the Company or any of its respective affiliates
in connection with this Agreement or the transactions contemplated hereby and no broker, finder, agent or similar intermediary
is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith.


 


9.2.8 Non-Reliance.
Except for the specific representations and warranties expressly made by the Sponsor in Section 9.1 and in any certificate
or agreement delivered pursuant hereto, the Company has not relied and is not relying upon any other representations or warranties
that may have been made by any of the Sponsor Parties in connection with the transactions contemplated by this Agreement.


 


10. General.


 


10.1 Further
Assurances. The Company and each Holder agrees to execute such further instruments and to take such further action as may
reasonably be necessary to carry out the intent of this Agreement.


 


10.2 Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic
mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next business day, (c) five (5) business days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying
next business day delivery, with written verification of receipt. All communications sent to the Holder shall be sent to the Holder
at the address set forth on the signature page to this Agreement, and to the Company shall be sent to the following address, or
in either case to such other address as such party my specify by written notice to the other party:


 


Northern
Genesis Acquisition Corp. III


4801
Main Street, Suite 1000


Kansas
City, MO 64112


Attn:
Chief Financial Officer


Email:
ken.manget@northerngenesis.com


 






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with
a copy to the Company’s counsel at:


 


Husch
Blackwell LLP


4801
Main Street, Suite 1000


Kansas
City, Missouri 64112


Attn:
James G. Goettsch


E-mail:
jim.goettsch@huschblackwell.com


 


10.3 Entire
Agreement. This Agreement together with the Registration Rights Agreement and any other agreements that are delivered pursuant
hereto or referenced herein, constitute the entire agreement and understanding of the parties hereto in respect of its subject
matter and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


10.4 Amendments;
Waivers. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties
hereto and may be waived only by written document executed by the party entitled to the benefits of such terms or provisions.
No such waiver shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of
this Agreement, and any such waiver shall be effective only in the specific instance and for the purpose for which it was given
and shall not constitute a continuing waiver.


 


10.5 Assignment.
Except for an assignment of the rights and obligations of a Holder hereunder with respect to any Private Warrant Securities that
are Transferred in accordance with the terms of this Agreement, no Holder can assign either this Agreement or any of its rights,
interests or obligations hereunder without the prior written consent of the Company. Any purported assignment in violation of
this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported
assignee. This Agreement shall be binding on each Holder and each of its respective successors, heirs and transferees.


 


10.6 No
Third-Party Beneficiaries. Nothing in this Agreement shall be construed to create any rights or obligations except among the
parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.


 


10.7 Governing
Law; Jurisdiction. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance
with and governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state,
without giving effect to the conflict of law principles thereof. Each Party 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, irrevocably submits to such jurisdiction,
and waives any objection that such courts represent an inconvenient forum.


 




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10.8 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.


 


10.9 No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy
of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment
or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not
constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly
required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other
or further action in any circumstances without such notice or demand.


 


10.10 Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any
other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 


10.11 Headings
and Captions. The headings and captions of the various sections of this Agreement are for convenience of reference only and
shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


10.12 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such signature page were an original thereof.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date first set forth above.


 


	 	SPONSOR:
	 	 	 
	 	NORTHERN GENESIS SPONSOR III LLC
	 	 	 
	 	By:	Northern
    Genesis Holdings Inc.,
	 	 	its
    Managing Member
	 	 	 
	 	By:	
	 	 	Ian
    Robertson
	 	 	President


 


	 	Address for Notices:
	 	 
	 	Northern Genesis Sponsor III LLC
	 	c/o Northern Genesis Holdings Inc.
	 	4801 Main Street, Suite 1000
	 	Kansas City, Missouri 64112
	 	Attention: President
	 	Email: ian.robertson@northerngenesis.com


  


	 	COMPANY:
	 	 	 
	 	NORTHERN GENESIS ACQUISITION CORP. III
	 	 	 
	 	By:	 
	 		Ian
    Robertson 
	 		Chief
    Executive Officer 


 


[Signature
Page to Private Warrant Subscription Agreement]