Exhibit 10.8


 


FORM OF FORWARD PURCHASE
AGREEMENT


 


This Forward Purchase
Agreement (this “Agreement”) is entered into as of March ___, 2021 between Northern Genesis Acquisition
Corp. III, a Delaware corporation (the “Company”), Northern Genesis Capital III LLC, a Delaware limited
liability company (“NGC”), and each Purchaser (as defined herein) that executes and delivers from time
to time a Purchaser Joinder hereto (as defined herein).


 


WHEREAS, the Company
was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “SEC”) a draft registration statement
on Form S-1 (File No. 333-253234) (the “Registration Statement”) for its initial public offering (“IPO”)
of units (the “Public Units”) at a price of $10.00 per Public Unit (the “IPO Unit Price”),
each comprised of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock,”
and the shares of Common Stock included in the Public Units, the “Public Shares”), and one-fourth of
one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one share of Common Stock at an exercise
price of $11.50 per share (the “Warrants,” and the Warrants included in the Public Units, the “Public
Warrants”);


 


WHEREAS, following
the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business
Combination, and the Company may seek to raise funds through an issuance and private placement of equity securities of the Company
to be issued in connection with the consummation of such Business Combination; and


 


WHEREAS, the parties
wish to enter into this Agreement, pursuant to which, to the extent that the Company seeks to issue and sell equity securities
through a PIPE Transaction (as defined herein) in connection with the Company’s initial Business Combination, (a) the Company
shall first irrevocably offer to issue and sell to the members of NGC (or any affiliates of any such member designated thereby),
on a private placement basis pursuant to this Agreement, Forward Purchase Securities (as defined herein) in an aggregate amount
up to $75,000,000 (or such lesser amount as the Company desires to raise through a PIPE Transaction), and (b) one or more members
of NGC (or any affiliate of any such member designated thereby) may elect to purchase a portion of such Forward Purchase Securities
by execution and delivery of a separate Purchaser Joinder (as defined herein) (each, a “Purchaser”),
in each case on the terms and subject to the conditions set forth herein; and


 



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NOW, THEREFORE, in
consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 


1. Commitment.


 


1.1. Priority.
The Company hereby agrees that, prior to the issuance and sale of any equity securities of the Company pursuant to a PIPE Transaction
in connection with its initial Business Combination, the Company shall first irrevocably offer to issue and sell to the members
of NGC (or any affiliates of any such member designated thereby), on a private placement basis pursuant to this Agreement, Forward
Purchase Securities (as defined herein) in an aggregate dollar amount (the “FPA Offering Amount”) up
to $75,000,000 or such lesser amount as the Company desires to raise through a PIPE Transaction. As used herein, “PIPE
Transaction” means a private placement of equity securities of the Company in connection with the Company’s
initial Business Combination to institutional accredited investors solely in their capacity as such, and not due to the unique
status of an investor (or any affiliate thereof) in relation to the Business Combination or in relation to a party thereto other
than the Company, such status including but not limited to (a) an existing ownership interest in any party to the Business Combination
other than the Company, (b) an intended cornerstone interest in the post-transaction company, as evidenced by governance rights,
transfer restrictions, or other terms and conditions (other than registration rights) not generally applicable to the holders of
securities of the post-transaction company, (c) an existing or intended material or strategic commercial relationship with the
post-transaction company, or (d) the role of such investor (or any affiliate thereof) in the origination of such Business Combination.


 


1.2. Offer
to Sell. If the Company desires to issue and sell equity securities pursuant to a PIPE Transaction in connection with the closing
of the Company’s initial Business Combination, then no later than fifteen (15) days prior to entering into any definitive
agreement binding the Company to effect (subject to any conditions and qualifications set forth in such agreement) a Business Combination
(a “Business Combination Agreement”), the Company shall give written notice to NGC (an “FPA
Offering Notice”), which shall state the Company’s bona fide intention to enter into a Business Combination
Agreement, and specify all relevant details of the proposed issuance of Forward Purchase Securities (as defined below), including
(a) the FPA Offering Amount, (b) whether the Forward Purchase Securities to be issued and sold hereunder shall consist of Forward
Purchase Units (as defined below) or Forward Purchase Shares (as defined below), such election to be at the sole discretion of
the Company, (c) any conditions to the Closing (as defined below) of the sale and purchase of such Forward Purchase Securities
not specified herein, and (d) the proposed form of any Subscription Agreement that may be required to be executed by a Purchaser
as a condition to such sale and purchase.


 


1.3. Terms
of the Forward Purchase Securities.


 


1.3.1. As
used herein, “Forward Purchase Securities” means either (at the Company’s sole election) (a) forward
purchase units (each, a “Forward Purchase Unit”) at a price of $10.00 per Forward Purchase Unit, each
such Forward Purchase Unit consisting of one share of Common Stock (a “Forward Purchase Share”) and one-eighth
of one redeemable Warrant (each such whole Warrant, a “Forward Purchase Warrant”), or (b) Forward Purchase
Shares at a price of $9.75 per Forward Purchase Share.


 


1.3.2. Except
as provided in Section 3 below, following the Closing, (a) each Forward Purchase Share shall have the same terms as a Public
Share, (b) each Forward Purchase Warrant shall have the same terms as a Public Warrant; and (c) each Forward Purchase Unit shall
have the same terms as a Public Unit except that a Forward Purchase Unit shall include only one-eighth, rather than one-fourth,
of a Warrant. For the avoidance of doubt, neither the Forward Purchase Shares nor any other Forward Purchase Securities constitute
“IPO Shares” as defined in the Amended and Restated Certificate of Incorporation of the Company (the “Certificate
of Incorporation”) and, as such, do not have any rights of redemption, rights to conversion into cash, or rights
to any liquidating distributions from any funds held in the trust account established by the Company for the benefit of the Company’s
public stockholders upon the IPO Closing (the “Trust Account”).


 



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1.4. Confirmation
by NGC.


 


1.4.1. Following
delivery of an FPA Offering Notice, the Company will provide NGC and the prospective Purchasers with applicable materials and information
to evaluate whether to elect to purchase Forward Purchase Securities, including the material terms of the proposed Business Combination
and any other information reasonably requested by NGC or any prospective Purchaser with respect to the proposed Business Combination.
All such materials and information will be subject to the terms of a non-disclosure agreement to be entered between the Company,
NGC and each prospective Purchaser in accordance with applicable law (including Regulation FD under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), and the Company’s contractual obligations; provided,
that the Company shall have the right to refuse to provide any such materials or information if, in the opinion of the Company,
acting reasonably and in good faith having received the advice of counsel, the provision of such materials or information could
violate applicable laws or regulations or result in any waiver of legal privilege of the Company; and provided, further, that if
the target entity’s equity or debt securities are traded on a securities exchange or over-the-counter market, prior to providing
such materials and information, the Company will first provide only the name of the potential target to a legal or compliance person
designated by NGC or by a prospective Purchaser in writing as authorized to receive such information so that the recipient can
determine if it has an internal restriction on the receipt of such materials or information. In addition, at the election of NGC,
the Company will use commercially reasonable efforts to allow NGC to attend or participate in due diligence sessions with and/or
meetings with management of the target entity in a potential Business Combination, subject, in each case, to NGC entering into
a non-disclosure agreement with the applicable target entity in a potential Business Combination and complying with other applicable
rules and procedures established by such target entity.


 


1.4.2. The
right and obligation of a member of NGC or any affiliate of any such member to purchase the Forward Purchase Securities at the
Closing is subject to, among other conditions specified below, NGC delivering to the Company on behalf of each such Purchaser,
no later than fifteen (15) days after receipt of an FPA Offering Notice from the Company (or such later date as the Company may
specify or agree, including by later acceptance):


 


(a) written
notice (a “Confirmation”) setting forth (i) the identity of each Purchaser, (ii) the aggregate dollar
amount (up to the FPA Offering Amount) of Forward Purchase Securities that the Purchasers shall purchase at the Closing (such specified
amount, the “Purchase Price”), and (iii) the amount of the Purchase Price allocated to, and to be paid
directly by, each Purchaser; and


 



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(b) for
each such Purchaser, a joinder to this Agreement in the form attached hereto as Exhibit A (with such changes as may be agreed to
by the Company in its sole discretion), duly executed by such Purchaser, in respect of the portion of the Forward Purchase Securities
allocated to such Purchaser pursuant to the Confirmation (each, a “Purchaser Joinder”), providing for
the direct sale and purchase of Forward Purchase Securities by the Company to such Purchaser, on a several (and not joint) basis;


 


provided, however, that delivery of any
such Purchaser Joinder to the Company after the date specified above shall not invalidate such Purchaser Joinder, and such delayed
delivery may be waived by the Company by any means, and shall irrevocably be deemed to have been waived by the Company upon the
Company’s written acceptance of a Purchase Joinder or the issuance of any Forward Purchase Securities pursuant thereto.


 


2. Closing
and Closing Conditions.


 


2.1. Closing
of the Sale and Purchase of Securities. The consummation and settlement of the purchase and sale of Forward Purchase
Securities hereunder (the “Closing”) shall be held on the date and time specified by the Company in
the FPA Offering Notice or pursuant to the terms of a Subscription Agreement, as applicable (the “Closing
Date”) and shall be effective upon or immediately prior to the effective time of the Business Combination. At the Closing,
the Company will issue Forward Purchase Securities to the Purchasers in the amounts set forth in the Confirmation, each
registered in the name of the applicable Purchaser, against delivery of the applicable portion of the Purchase Price in cash
via wire transfer to an account specified in writing by the Company no later than three (3) business days prior to the
Closing (or as otherwise provided in a Subscription Agreement).


 


2.2. Conditions
to the Company’s Closing Obligations. The obligation of the Company to issue and sell the Forward Purchase Securities
at the Closing under this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions,
any of which, to the extent permitted by applicable law, may be waived by the Company:


 


2.2.1. Offering
Notice, Confirmation and Purchaser Joinders. The Company shall have delivered to NGC an FPA Offering Notice, and NGC shall
have delivered to the Company, on behalf of each Purchaser, (a) the Confirmation and (b) a separate Purchaser Joinder for each
Purchaser, duly executed by such Purchaser.


 


2.2.2. Subscription
Agreement. To the extent required by the Company, each Purchaser shall have executed and delivered to the Company a subscription
agreement in form and substance identical to (a) that executed and delivered by all Purchasers hereunder and (b) that executed
and delivered by any other persons concurrently subscribing for equity securities in the Company on a private placement basis,
subject to such changes as may be required thereto so as to reflect, and not be inconsistent with, the terms and conditions of
this Agreement (a “Subscription Agreement”).


 


2.2.3. Business
Combination Closing. The Business Combination shall be consummated substantially concurrently with the purchase of the Forward
Purchase Securities.


 



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2.2.4. Representations
and Warranties Correct. The representations and warranties made by such Purchaser in Section 6.1 hereof shall be true
and correct in all material respects when made and shall be true and correct in all material respects on and as of the Closing
Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as
of such date) with the same force and effect as if they had been made on and as of said date.


 


2.2.5. Performance
of Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by NGA or such Purchaser
on or prior to the Closing Date shall have been performed or complied with in all material respects.


 


2.2.6. No
Injunction. No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by such Purchaser of the Forward Purchase Securities.


 


2.2.7. Additional
Conditions. All other conditions to the issuance and sale of the Forward Purchase Securities under this Agreement as may be
specified by the Company in the FPA Offering Notice or pursuant to the terms of a Subscription Agreement, as applicable, shall
have been satisfied.


 


2.3. Conditions
to the Purchasers’ Closing Obligations. The obligation of any Purchaser to purchase Forward Purchase Securities at the
Closing under this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions,
any of which, to the extent permitted by applicable law, may be waived by such Purchaser:


 


2.3.1. Confirmation
and Purchaser Joinders. The Company shall have delivered to NGC an FPA Offering Notice, and such Purchaser shall have
delivered to the Company a Purchaser Joinder duly executed by such Purchaser.


 


2.3.2. Board
Approval of Business Combination. The Business Combination shall have been approved by a majority of the members, and a majority
of the independent directors, of the board of directors of the Company (the “Board”).


 


2.3.3. Business
Combination Closing. The Business Combination shall be consummated substantially concurrently with the purchase of the Forward
Purchase Securities.


 


2.3.4. Blue
Sky. The Company shall have obtained all necessary “blue sky” law permits and qualifications, or secured an exemption
therefrom, required by any state for the offer and sale of the Forward Purchase Securities.


 


2.3.5. Representations
and Warranties Correct. The representations and warranties made by the Company in Section 6.2 hereof shall be true and
correct in all material respects when made and shall be true and correct in all material respects on and as of the Closing Date
(unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of
such date) with the same force and effect as if they had been made on and as of said date.


 



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2.3.6. Covenants.
All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing
Date shall have been performed or complied with in all material respects.


 


2.3.7. No
Injunction. No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by any Purchaser of the Forward Purchase Securities.


 


2.3.8. Additional
Conditions. All other conditions to the purchase of the Forward Purchase Securities under this Agreement as may be specified
by the Company in the FPA Offering Notice or pursuant to the terms of a Subscription Agreement, as applicable, shall have been
satisfied.


 


3. Restrictions
on Transfer; Registration Rights.


 


3.1. Securities
Law Restrictions. The Forward Purchase Securities are being offered and sold pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act, and can be offered, sold or transferred only pursuant
to registration under the Securities Act or an available exemption from registration under the Securities Act. Each Purchaser hereby
agrees not to offer, sell, or transfer all or any part of the Forward Purchase Securities unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state securities laws with respect to such Forward Purchase
Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion of counsel for 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 SEC thereunder and under all applicable state securities laws. All certificates representing Forward Purchase
Securities shall have endorsed thereon a legend 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, SUBJECT TO AN OPINION OF COUNSEL OR SUCH OTHER INFORMATION AS THE COMPANY MAY REQUIRE,
AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.”


 


3.2. Registration
Rights. The Company hereby confirms and agrees that each Purchaser and any subsequent holder of any Forward Purchase Securities
sold and purchased hereunder will be entitled to registration rights with respect to such Forward Purchase Securities pursuant
to the terms of a Registration Rights Agreement to be entered into upon the IPO Closing by the Company, NGC, and certain other
parties thereto (the “Registration Rights Agreement”).


 



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3.3. No
Short Sales. Each Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any
understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
closing. For purposes of this Section 3.3, “Short Sales” shall include, without limitation, all
“short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct
and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward
sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions
through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing Section 3.3, nothing shall restrict
a Purchaser or its affiliates from engaging in any Short Sales with respect to securities of the Company in the ordinary course
of its public markets investment and trading activities, provided that such activities are conducted by employees, officers, directors,
agents or consultants of the Purchaser or its affiliates that: (a) are effectively walled off by appropriate “ethical wall”
information barriers in accordance with the Purchaser’s internal policies, procedures and guidelines, or (b) are not on the
deal team of the Purchaser involved with this Agreement and (i) have not had and will not have access to any non-public information
concerning the Company, and (ii) have not been and will not be given advice with respect to transacting in securities of the Company
by any person on the deal team of the Purchaser involved with this Agreement.


 


4. Additional
Agreements and Acknowledgements.


 


4.1. Board
Observers. The Company agrees that, from the effective time of the Registration Statement until consummation of the Business
Combination, NGC shall have the right to designate two (2) observers to the Board, each of which shall have the right to receive
notice of and to attend any and all meetings of the Board during such period, but neither of which shall have the right to vote
on any matter that shall come before the Board or otherwise have any powers of a member of the Board. The Company shall take any
such actions as necessary to give effect to the foregoing.


 


4.2. No
Vote on Business Combination. The Purchasers acknowledge and agree that if the Company seeks stockholder approval of a proposed
Business Combination, the Forward Purchase Securities shall not be issued and outstanding as of the record date for any stockholder
meeting at which such vote shall be held and, as such, none of the Forward Purchase Securities shall be entitled to vote at any
such meeting on the Business Combination or any other matter on which a vote is held thereat.


 


4.3. No
Rights to Redemption or Liquidating Distributions. The Purchasers acknowledge and agree that the issuance and sale of the Forward
Purchase Securities to each Purchaser, if any, is pursuant to a private placement of such securities and not pursuant to the IPO
(and as such, no Forward Purchase Securities constitute “IPO Shares” as defined in the Certificate of Incorporation),
and is conditioned upon the substantially concurrent closing of a Business Combination. As such, the Purchasers further acknowledge
and agree that (a) neither any Purchaser nor any other holder of any Forward Purchase Securities is entitled to participate with
respect to any Forward Purchase Securities in any tender offer conducted by the Company in connection with any Business Combination,
(b) neither any Purchaser nor any other holder of any Forward Purchase Securities is entitled to elect to have any such Forward
Purchase Securities converted into or redeemed for cash in connection with any Business Combination or any amendment of the Certificate
of Incorporation, and (c) neither any Purchaser nor any other holder of any Forward Purchase Securities is entitled to participate
with respect to any Forward Purchase Securities in any liquidating distributions from the Trust Account.



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4.4. Waiver
of Claims Against Trust. NGA and each Purchaser hereby acknowledges that it is aware that the Company has established the Trust
Account for the benefit of the Company’s public stockholders upon the IPO Closing. NGA and each Purchaser hereby 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 NGA or such Purchaser may have in respect of any Public Shares that may be held by NGA or such
Purchaser from time to time. NGA and each Purchaser hereby 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, that NGA or such Purchaser may have in respect of any Public Shares held by NGA or such Purchaser from time to
time. In the event NGA or any Purchaser has any Claim against the Company under this Agreement, NGA or such Purchaser 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.


 


4.5. Disclosure.
NGC and each Purchaser hereby acknowledges and consents to the disclosure by the Company of the existence and terms of this Agreement,
including without limitation in any confidential or public filing made with the SEC, and the inclusion of a copy of this Agreement
as an exhibit to any such filing. The Company shall (a) within four (4) business days following the IPO Closing, file with the
SEC a Current Report on Form 8-K, disclosing the entry into this Agreement and attaching a copy of this Agreement as an Exhibit
thereto, unless previously filed with the SEC, and (b) within one (1) business day following the later of the execution and delivery
of a Confirmation and one or more Purchaser Joinders hereunder, or the entry into one or more Subscription Agreements as may be
required by the Company pursuant hereto, issue one or more press releases or file with the SEC a Current Report on Form 8-K disclosing
all material terms of the transactions contemplated hereby, the Business Combination and any other material, nonpublic information
that the Company has provided to any Purchaser at any time prior to such filing.


 


5. Termination.


 


5.1. This
Agreement may be terminated at any time prior to the Closing (a) by mutual written consent of the Company and NGC, or (b) by the
Company, by written notice to NGC, if NGC does not deliver to the Company a Confirmation and one or more Purchaser Joinders within
the time specified hereby following delivery of an FPA Offering Notice by the Company to NGC. In addition, this Agreement shall
terminate automatically without further action by any party if, prior to the Closing:


 


5.1.1. A
Business Combination is consummated by the Company without the issuance and sale by the Company of equity securities through a
PIPE Transaction in connection with such Business Combination;


 



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5.1.2. The
Company does not consummate a Business Combination on or prior to the date that is 24 months following the IPO Closing, or NGA
is otherwise liquidated or dissolved;


 


5.1.3. NGA
or the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any
state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent
or similar officer is appointed by a court for business or property of such party, in each case which is not removed, withdrawn
or terminated within sixty (60) days after such appointment.


 


5.2. In
the event of any termination of this Agreement pursuant to this Section 5, any amount of the Purchase Price paid by any
Purchaser prior to such termination shall be promptly returned to such Purchaser (without interest), and thereafter this Agreement
shall forthwith become null and void and have no effect, without any liability on the part of any party and all rights and obligations
of each party shall cease; provided, however, that nothing contained in this Section 5 shall relieve any party from liabilities
or damages arising out of any fraud or willful breach by such party prior to such termination of any of its representations, warranties,
covenants or agreements contained in this Agreement.


 


6. Representations
and Warranties.


 


6.1. Representations
and Warranties of each Purchaser. Except for the specific representations and warranties contained in this Section 6.1
and in any Purchaser Joinder and Subscription Agreement, if any, as may be delivered pursuant hereto, no Purchaser nor any person
acting on behalf of any Purchaser nor any affiliate of any Purchaser (the “Purchaser Parties”) has made,
makes or shall be deemed to make any other express or implied representation or warranty with respect to any Purchaser or this
offering, and the Purchaser Parties disclaim any such representation or warranty. Each Purchaser, severally and not jointly, hereby
represents and warrants to the Company as follows:


 


6.1.1. Organization
and Authority. Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization and has all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
All entity action on the part of such Purchaser necessary for the authorization, execution, delivery, and performance of this Agreement
by such Purchaser and the consummation by such Purchaser of the transactions contemplated hereby has been taken. This Agreement
constitutes the valid and legally binding obligation of such Purchaser, enforceable against such Purchaser 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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6.1.2. No
Conflicts or Consents. The execution and delivery of this Agreement (including by execution and delivery of any Purchaser Joinder)
by such Purchaser, and the performance of this Agreement and the consummation by such Purchaser of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (a) the organizational documents of such Purchaser, (b) any
agreement, indenture or instrument to which such Purchaser is a party, (c) any law, statute, rule or regulation to which such Purchaser
is subject, or (d) any agreement, order, judgment or decree to which such Purchaser is subject. No governmental, administrative
or other third-party consents or approvals are required, necessary or appropriate on the part of such Purchaser in connection with
the transactions contemplated by this Agreement.


 


6.1.3. No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting such Purchaser
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 of such transactions or seek to recover damages or to obtain other relief in connection
with any such transactions.


 


6.1.4. Adequacy
of Funds. At the time of the Closing, such Purchaser will have available to it sufficient funds to satisfy its obligations
under this Agreement.


 


6.1.5. No
Brokers. No broker, finder or similar intermediary (except for NGC, solely as an administrative representative) has acted for
or on behalf of such Purchaser or any of its respective affiliates in connection with this Agreement or the transactions contemplated
hereby and neither NGC nor any broker, finder, agent or similar intermediary is entitled to any broker’s, finder’s
or similar fee or other commission in connection therewith.


 


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


 


6.1.7. Access
to Information; Independent Investigation. Prior to the execution of this Agreement by such Purchaser (including by execution
of a Purchaser Joinder), such Purchaser 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, such Purchaser has relied solely on such Purchaser’s own knowledge and understanding of the Company
and its business based upon such Purchaser’s own due diligence investigation and the information furnished pursuant to this
paragraph.


 



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6.1.8. Accredited
Investor. Such Purchaser 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.


 


6.1.9. Investment
Purposes. Such Purchaser is purchasing the Forward Purchase Securities solely for investment purposes and not with a view towards
the further distribution or dissemination thereof. Such Purchaser did not decide to enter into this Agreement (including by execution
of a Purchaser Joinder) as a result of any general solicitation or general advertising within the meaning of Rule 502 under the
Securities Act.


 


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


 


6.1.11. Restrictions
on Transfer; Shell Company. Such Purchaser understands that (A) the Forward Purchase Securities are being offered in a transaction
not involving a public offering within the meaning of the Securities Act, (B) the Forward Purchase Securities will be “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act and any certificates representing the Forward Purchase
Securities will contain a legend in respect of such restrictions, (C) the Forward Purchase Securities can be offered, sold or transferred
only pursuant to registration under the Securities Act or an available exemption from such registration, and as a condition precedent
to any such transfer, such Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company,
and (D) because the Company is a shell company, Rule 144 may not be available to such Purchaser for the resale of the Forward Purchase
Securities until one (1) year following the filing of a Form 8-K announcing the consummation of the Business Combination.


 


6.1.12. Residence.
Such Purchaser’s principal place of business is the office or offices located at the address of such Purchaser set forth
on the signature page to the Purchaser Joinder executed by such Purchaser.


 


6.1.13. Affiliation
of Certain FINRA Members. Such Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or,
to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that
participated in the IPO.


 


6.1.14. Non-Reliance.
Except for the specific representations and warranties expressly made by the Company in Section 6.2 of this Agreement and
in any Purchaser Joinder or Subscription Agreement, if any, as may be delivered pursuant hereto, such Purchaser 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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6.2. Representations
and Warranties of the Company. Except for the specific representations and warranties contained in this Section 6.2
and in any Purchaser Joinder and Subscription Agreement, if any, as may be delivered pursuant hereto, none of the Company, any
person on behalf of the Company or any of the Company’s other affiliates (collectively, 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,
this offering, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty.
The Company hereby represents and warrants to each Purchaser and agrees with each Purchaser as follows:


 


6.2.1. 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 constitutes 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).


 


6.2.2. 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 Purchasers 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.


 


6.2.3. 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.


 


6.2.4. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Forward Purchase Securities
and (in the event the Company issues Forward Purchase Units hereunder) the securities issuable upon exercise of the Forward Purchase
Warrants, when issued in accordance with the terms of the Forward Purchase Warrants and this Agreement, will be duly and validly
issued, fully paid and non-assessable, as applicable. Upon issuance in accordance with, and payment by or on behalf of a Purchaser
pursuant to, the terms hereof, such Purchaser will have or receive good title to such Forward Purchase Securities, 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 such Purchaser.


 



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6.2.5. 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 Forward Purchase Securities.


 


6.2.6. 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).


 


6.2.7. 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.


 


6.2.8. Non-Reliance.
Except for the specific representations and warranties expressly made by the Purchasers in Section 6.1 and in any Purchaser
Joinder or Subscription Agreement, if any, as may be 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 Purchaser Parties in connection with the transactions
contemplated by this Agreement.


 


7. General.


 


7.1. Further
Assurances. Each party 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.


 


7.2. 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 to NGC shall be sent to NGC at the address
set forth on the signature page to this Agreement or to such other address as NGC my specify by written notice to the Company;
all communications to any Purchaser shall be sent to such Purchaser at the address set forth on the signature page to such Purchaser’s
Purchaser Joinder or to such other address as such Purchaser my specify by written notice to the Company; and all communications
to the Company shall be sent to the following address or to such other address as the Company my specify by written notice to NGC
and each Purchaser:


 


Northern
Genesis Acquisition Corp. III


4801 Main
Street, Suite 1000


Kansas
City, MO 64112


Attn:
Chief Financial Officer


Email:
ken.manget@northerngenesis.com


 


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


 



    13


     


    




 


7.3. 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.


 


7.4. Amendments;
Waivers. The terms and provisions of this Agreement may be modified or amended only by written agreement executed (a) prior
to the delivery of a Confirmation, by the Company and NGC; and (b) following the delivery of a Confirmation, by the Company, NGC
and each Purchaser. The terms and provisions of this Agreement 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.


 


7.5. Assignment.
The rights and obligations under this Agreement may not be assigned by any of the parties hereto without the prior written consent
of the other party, except as expressly provided herein.


 


7.6. No
Third-Party Beneficiaries. Except for the express rights of any member of NGC (or any affiliate of such member designated thereby)
to elect to become a party hereto by execution and delivery of a Purchaser Joinder, 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.


 


7.7. 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.


 


7.8. 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.


 



    14


     


    




 


7.9. 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 any 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.


 


7.10. 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 any of the parties.


 


7.11. Headings
and Captions. The headings and captions of the various subdivisions 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.


 


7.12. 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]


 




    15


     


    

 


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


 


	 	NGC:
	 	 
	 	NORTHERN GENESIS CAPITAL III LLC
	 	 	 
	 	By:	
	 	 	Name: 	Ian Robertson
	 	 	Title:  	Managing Member



 


	 	
        Address for Notices:

         

        Northern Genesis Capital III LLC

        4801 Main Street, Suite 1000

        Kansas City, Missouri 64112

        Attention: Managing Member

        Email: ian.robertson@northerngenesis.com

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


 


[Signature Page to Forward Purchase Agreement]


 



     


     


    

 


EXHIBIT A


 


FORM OF PURCHASER JOINDER


 


THIS PURCHASER JOINDER
AGREEMENT (this “Joinder”) is executed and delivered this ____ day of , 202[1] by the undersigned
Purchaser (as defined below) and is effective as of the date hereof.


 


This Joinder constitutes
a “Purchaser Joinder” under and to that certain Forward Purchase Agreement dated March ___, 2021 (as amended from time
to time, the “Agreement”), between Northern Genesis Acquisition Corp. III (the “Company”),
Northern Genesis Capital III LLC (“NGC”) and each Purchaser that executes and delivers a Purchaser Joinder
thereto. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement.


 


WHEREAS, the Company
has delivered to NCG an FPA Offering Notice, stating the Company’s bona fide intention to enter into a Business Combination
Agreement and setting forth details of the proposed issuance and sale of Forward Purchase Securities to the Purchasers under the
Agreement;


 


WHEREAS, by execution
of this Joinder, the undersigned Purchaser desires to confirm its election to purchase Forward Purchase Securities pursuant to
the terms and conditions of the Agreement, including the price per Forward Purchase Unit or Forward Purchase Share (as applicable)
specified in the Agreement, in the aggregate dollar amount specified herein, and to become a party to and be bound by the Agreement
with respect thereto.


 


NOW, THEREFORE, in
consideration of the grant of the right to purchase Forward Purchase Securities pursuant to the Agreement, and as a condition to
the exercise of such right, and in further consideration of the mutual covenants contained in the Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Purchaser hereby agrees as
follows, expressly for the benefit of each of the Company and NGC:


 


1. FPA
Purchase Amount. The undersigned Purchaser hereby acknowledges and agrees that the undersigned Purchaser’s “FPA
Purchase Amount” as used herein is an amount is equal to the lesser of (a) the amount
thereof specified for the undersigned Purchaser by NGC in the Confirmation, and (b) $____________________.1


 


2. Agreement
to be Bound. The undersigned Purchaser hereby acknowledges and agrees that it has received and reviewed a complete copy of
the Agreement and that, upon execution of this Joinder, it will become a party to the Agreement and will be fully bound by, and
subject to, all terms and conditions of the Agreement attributable to a “Purchaser” thereunder as though an original
party to the Agreement, severally and not jointly with any other Purchaser thereunder; provided, that the purchase price to be
paid by the undersigned Purchaser pursuant thereto for Forward Purchase Securities shall be the undersigned Purchaser’s FPA
Purchase Amount, and all rights and obligations of the undersigned Purchaser with respect to Forward Purchase Securities shall
be limited to the dollar amount thereof that may be purchased under the terms of the Agreement for the undersigned Purchaser’s
FPA Purchase Amount.


 


3. Representations
and Warranties. The undersigned Purchaser hereby confirms, represents and warrants that all representations and warranties
made in respect of a “Purchaser” under the Forward Purchase Agreement are true and correct with respect to (and solely
with respect to) the undersigned Purchaser (with execution of this Joinder by the undersigned Purchaser, and delivery of this Joinder
by or on behalf of the undersigned Purchaser to the Company (including delivery hereof by NGC), constituting execution and delivery
of the Agreement by the undersigned Purchaser).


 


4. Authority
of NGC. The undersigned Purchaser hereby authorizes NGC to calculate and specify, in the Confirmation, the FPA Purchase Amount
of the undersigned Purchaser, and to deliver to the Company the Confirmation and this Joinder on behalf of the undersigned Purchaser.


 


5. Notices.
All communications sent to the undersigned Purchaser under or pursuant to the Agreement and this Joinder shall be sent to such
Purchaser at the address set forth on the signature page to this Agreement or to such other address as such Purchaser my specify
by written notice to the Company.


 


6. General
Provisions. Subject to Section 5 above with respect to the address for notices to the undersigned Purchaser, Article 7 of the
Agreement is hereby incorporated by reference and shall apply to this Joinder, mutatis mutandis.


 





 









		1	Purchaser to complete with the portion of the applicable
Participating Member’s FPA Commitment Amount allocated by such Participating Member to Purchaser in such Participating Member’s
FPA Commitment Notice.


  


[Signature page follows.]


 




    Exhibit A - 1


     


    

 


IN WITNESS WHEREOF,
the undersigned has executed this Joinder as of the date first written above, intending to be legally bound hereunder and by the
Agreement to the extent provided herein.


 


	PURCHASER:	
	 	Name of Purchaser
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	
	 	 	(if signing on behalf of entity)
	 	 	 
	 	Initial Address for Notices:
	 	
	 	
	 	 
	 	
	 	 
	 	



 


 





	ACKNOWLEDGED AND CONFIRMED:	 
	 	 	 
	NORTHERN GENESIS ACQUISITION CORP. III	 
	 	 	 
	By:		 
	 	Ian Robertson, Chief Executive Officer	 
	 	 	 
	NORTHERN GENESIS CAPITAL III LLC	 
	 	 	 
	By:		 
	 	Ian Robertson, Managing Member	 



  


 


Exhibit A - 2