Exhibit 10.2


 


Execution Version


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into this 30th day of November, 2020, by and among The Lion
Electric Company, a Québec corporation (the “Issuer”), Northern Genesis Acquisition Corp., a Delaware
corporation (“NGA”), and the undersigned (“Subscriber”).


 


WHEREAS, concurrently
with the execution and delivery of this Subscription Agreement, the Issuer, Lion Merger Sub Inc., a Delaware corporation and wholly
owned subsidiary of the Issuer (“Merger Sub”), NGA, and the other parties named therein, have entered
into that certain Business Combination Agreement and Plan of Reorganization, dated as of the date of this Subscription Agreement
(as may be amended or supplemented from time to time, the “Combination Agreement”), pursuant to which,
among other things, Merger Sub will be merged with and into NGA, with NGA surviving as a wholly owned subsidiary of the Issuer
(the “Merger”).


 


WHEREAS, in connection
with but immediately prior to the Merger, Subscriber desires to subscribe for and purchase from the Issuer that number of the Issuer’s
common shares (the “Shares”), set forth on the signature page hereto (the “Acquired Shares”)
for a purchase price of $10.00 per share (the “Share Purchase Price”), resulting in an aggregate purchase
price set forth on the signature page hereto (the “Purchase Price”), and the Issuer desires to issue
and sell to Subscriber the Acquired Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber
to the Issuer at or prior to the Closing (as defined below);


 


WHEREAS, certain other
investors (each, an “Other Subscriber”), have entered into subscription agreements with the Issuer substantially
similar to this Subscription Agreement (the “Other Subscription Agreements”) pursuant to which such Other
Subscribers have agreed to subscribe for and purchase, and the Issuer has agreed to issue and sell to such Other Subscribers, on
the Closing Date, at the Share Purchase Price, a total number of Shares that, together with the Acquired Shares, total 20,000,000
Shares.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein
contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1. Subscription.
Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees
to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such subscription and issuance, the
“Subscription”).


 






     


     


    

 


2. Closing.


 


(a) Subject
to the satisfaction or waiver of the conditions set forth in Sections 2(c) and 2(d), the closing of the Subscription
contemplated hereby (the “Closing”) shall occur on the date of, and at a time immediately prior to, the
closing of the Merger (such date, the “Closing Date”) and is contingent upon the subsequent occurrence
of the closing of the Merger. Not less than five (5) business days prior to the scheduled Closing Date (the “Scheduled
Closing Date”), the Issuer shall provide written notice to Subscriber (the “Closing Notice”)
of the Scheduled Closing Date. For purposes of this Subscription Agreement, “business day” means any
day on which the principal offices of the Securities Exchange Commission in Washington, D.C. and the Autorité des marches
financiers in Québec (Canada) are open to accept filings, or, in the case of determining a date when any payment is
due, any day on which banks are not authorized or obligated to be closed in New York, NY or in Montreal, Québec; provided,
that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter-in-place,” “non-essential
employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’
electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.


 


(b) Subject
to the satisfaction or waiver of the conditions set forth in Sections 2(c) and 2(d)  (other than those conditions
that by their nature are to be satisfied at Closing, but without affecting the requirement that such conditions be satisfied or
waived at Closing):


 


(i) Subscriber
shall deliver to the Issuer the Purchase Price for the Acquired Shares at least one business day in advance of the Closing Date
(unless otherwise agreed by the Issuer) by wire transfer of U.S. dollars in immediately available funds to the account specified
by the Issuer in the Closing Notice; and


 


(ii) On
the Closing Date, the Issuer shall deliver to Subscriber the Acquired Shares in book-entry form, free and clear of any liens or
other restrictions whatsoever (other than those arising under state, provincial or federal securities laws or under the organizational
documents of the Issuer), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian
designated by Subscriber, as applicable. Each book entry for the Acquired Shares shall contain a notation, and each certificate
(if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.


 


UNLESS PERMITTED
UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS
AND A DAY AFTER THE LATER OF: (i) [THE DISTRIBUTION DATE], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE
OR TERRITORY OF CANADA.


 






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(c) The
Issuer’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted
by applicable law, the waiver by the Issuer, of each of the following conditions:


 


(i) all
representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect
(as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date;


 


(ii) the
Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;


 


(iii) no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions
contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby;


 


(iv) all
conditions precedent to the Issuer’s obligation to effect the Merger set forth in the Combination Agreement shall have been
satisfied or waived (other than those conditions that (x) may only be satisfied at the closing of the Merger, but subject to the
satisfaction or waiver of such conditions as of the closing of the Merger or (y) will be satisfied by the Closing and the closing
of the transactions contemplated by the Other Subscription Agreements).


 


(d) Subscriber’s
obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted by applicable
law, the waiver by Subscriber, of each of the following conditions:


 


(i) all
representations and warranties of the Issuer and NGA contained in this Subscription Agreement shall be true and correct in all
material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as
defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date;


 


(ii) the
Issuer and NGA shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where
the failure of such performance, satisfaction or non-compliance would not or would not reasonably be expected to prevent, materially
delay or materially impair the ability of the Issuer to consummate the Closing;


 


(iii) no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions
contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby, and no
governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such prevention or prohibition;


 






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(iv) no
amendment or modification of the Combination Agreement shall have occurred that would materially and adversely affect the economic
benefits that Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s
prior written consent;


 


(v) No
Company Material Adverse Effect or NGA Material Adverse Effect (each as defined in the Combination Agreement) shall have occurred
and be continuing on the Closing Date;


 


(vi) The
Issuer shall have obtained approval of the New York Stock Exchange (“NYSE”) to list the Shares, subject
to official notice of issuance, and no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction,
or initiation or threatening of any proceedings for any of such purposes, shall have occurred; and


 


(vii) all
conditions precedent to the closing of the Merger, including all necessary approvals of NGA’s stockholders and regulatory
approvals, if any, shall have been satisfied or waived (other than those conditions that (x) may only be satisfied at the closing
of the Merger, but subject to the satisfaction or waiver of such conditions as of the closing of the Merger or (y) will be satisfied
by the Closing and the closing of the transactions contemplated by the Other Subscription Agreements).


 


(e) At
the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties
reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription
Agreement.


 


(f) In
the event the Merger does not occur within four (4) business days of the Closing, the Issuer shall promptly (but not later than
two (2) business days thereafter) return the Purchase Price to Subscriber, and any book entries or share certificates shall be
deemed cancelled and any share certificates shall be promptly (but not later than two (2) business days thereafter) returned to
the Issuer.


 


3. Representations
and Warranties of the Issuer. The Issuer represents and warrants that:


 


(a) The
Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Province of Québec,
with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and
to enter into, deliver and perform its obligations under this Subscription Agreement.


 


(b) When
issued and delivered to Subscriber against full payment for the Acquired Shares in accordance with the terms of this Subscription
Agreement, the Acquired Shares will be duly authorized, validly issued, fully paid and non-assessable and will not have been issued
in violation of or subject to any preemptive or similar rights created under the organizational documents of Issuer or under the
laws of the Province of Québec.


 






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(c) This
Subscription Agreement, the Other Subscription Agreements and the Combination Agreement (collectively, the “Transaction
Documents”) have been duly authorized, executed and delivered by the Issuer and are enforceable against the Issuer
in accordance with their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles
of equity, whether considered at law or equity.


 


(d) The
execution and delivery by the Issuer of the Transaction Documents, and the performance by the Issuer of its obligations under the
Transaction Documents do not and will not conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property
or assets of the Issuer pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or
other agreement or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of the property or
assets of the Issuer is subject, which would reasonably be expected to have, individually or in the aggregate, a material adverse
effect on the business, properties, financial condition, shareholders’ equity or results of operations of the Issuer (a “Material
Adverse Effect”), or affect the validity of the Acquired Shares or the legal authority of the Issuer to comply in
all material respects with the terms of this Subscription Agreement; (ii) the organizational documents of the Issuer; or (iii)
any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having
jurisdiction over the Issuer or any of its properties that would reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect or affect the validity of the Acquired Shares or the legal authority of the Issuer to comply in all material
respects with the terms of this Subscription Agreement.


 


(e) Except
with respect to customary adjustments to options, warrants and other convertible securities of the Issuer outstanding in connection
with the Issuer share split referred to in the Combination Agreement, there are no securities or instruments issued by or to which
the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the Merger, the issuance of the
Acquired Shares, or the issuance of the Shares to be issued pursuant to any Other Subscription Agreement, in each case, that have
not been or will not be validly waived on or prior to the Closing Date.


 


(f) The
Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute
a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan
or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer
is now a party or by which the Issuer’s properties or assets are bound or (iii) any statute or any judgment, order, rule
or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its
properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have been waived or that have not had
and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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(g) The
Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, provincial, local or other governmental authority, self-regulatory organization or other
person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without
limitation, the issuance of the Acquired Shares), other than (i) the filings required pursuant to the terms of the Combination
Agreement as a condition to the closing of the Merger, (ii) the filing with the Securities and Exchange Commission (the “Commission”)
of the Registration Statement (as defined below), (iii) filings required by applicable state, provincial or federal securities
laws, (iv) those required by the NYSE and (v) the failure of which to obtain would not be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect or have a material adverse effect on the Issuer’s ability to consummate the
transactions contemplated hereby, including the sale and issuance of the Acquired Shares.


 


(h) 


 


(i) As
of the date hereof, the authorized share capital of the Issuer consists of an unlimited number of common shares. As of immediately
prior to the Closing, the authorized share capital of the Issuer will consist of an unlimited number of common shares and an unlimited
number of preferred shares, issuable in series.


 


(ii) As
of the date hereof: (i) 31,133,273 Shares are issued and outstanding; (ii) 2,512,823 Shares are reserved for future issuance pursuant
to outstanding stock options granted pursuant to the amended and restated option plan of the Issuer dated December 11, 2019
(the “Option Plan”) (with 600,504 Shares remaining available for issuances of stock options pursuant
to the Option Plan); and (iii) 8,561,603 Shares are reserved for future issuance pursuant to the exercise of the common share purchase
warrants of the Issuer.


 


(iii) On
the Closing Date, (i) the outstanding stock of the Issuer will be adjusted in accordance with the Company Split Adjustment (as
defined in the Combination Agreement) in accordance with the Combination Agreement and (ii) the Issuer will issue up to 20,000,000
Shares pursuant to this Subscription Agreement and the Other Subscription Agreements. Upon the closing of the Merger, the Issuer
will issue up to 39,931,680 Shares in exchange for the cancellation of the issued and outstanding common shares of NGA, and up
to 27,111,741 warrants of NGA will entitle the holder(s) thereof to purchase up to 27,111,741 Shares at an exercise price of $11.50
per Share.


 


(i) The
Issuer has not received any written communication since December 31, 2019, from a governmental entity that alleges that the Issuer
is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(j) Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 5, no registration under the
Securities Act of 1933, as amended (the “Securities Act”), or filing of a prospectus under applicable
Canadian Securities Laws (as defined below) is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber
in the manner contemplated by this Subscription Agreement.


 






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(k) Neither
the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares.


 


(l) The
Issuer has not entered into any subscription agreement, side letter or other agreement with any Other Subscriber or affiliate thereof
in connection with such Other Subscriber’s investment in the Issuer pursuant to an Other Subscription Agreement, other than
the Other Subscription Agreements, the Combination Agreement and the agreements referenced therein, including (i) that certain
Registration Rights Agreement, by and among the Issuer and certain of its shareholders, to be entered into on the Closing Date,
(ii) the Lock-Up Agreements of certain shareholders of the Issuer entered into in connection with the Combination Agreement, (iii)
that certain Stockholder Support and Lock-up Agreement with NGA and certain stockholders of NGA entered into in connection with
the Combination Agreement, and (iv) that certain Nomination Rights Agreement, by and among the Issuer and certain of its shareholders,
to be entered into on the Closing Date. The Other Subscription Agreements have not been amended in any material respect following
the date of this Subscription Agreement and reflect the same Share Purchase Price and terms that are no more favorable to any such
Other Subscriber thereunder than the terms of this Subscription Agreement.


 


(m) Except
for such matters as have not had a Material Adverse Effect, the Issuer is, and has been since its inception, in compliance with
all state, provincial, and federal laws applicable to the conduct of its business. The Issuer has not received any written, or
to its knowledge, other communication from a governmental entity that alleges that the Issuer is not in compliance with or is in
default or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably likely
to have, individually or in the aggregate, a Material Adverse Effect. Except for such matters as have not had and would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect, there is no (i) proceeding pending, or, to the
knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental
entity or arbitrator outstanding against the Issuer.


 


(n) Except
for placement fees payable to Barclays Capital Inc., BMO Nesbitt Burns Inc. and Roth Capital Partners, LLC, in their capacity as
placement agents for the offer and sale of the Acquired Shares (in such capacity, the “Placement Agents”),
the Issuer has not paid, and is not obligated to pay, any brokerage, finder’s or other commission or similar fee in connection
with its issuance and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any
shareholder or affiliate of the Issuer.


 


(o)
Based on preliminary analysis and diligence conducted by the Issuer and its advisors as of the date hereof (but subject to further
analysis and diligence and changes in facts and law as of the completion of the Merger), the Issuer does not currently expect to
be treated as a domestic corporation under Section 7874 of the Code as a result of the Merger.


 






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4. Representations
and Warranties of NGA. NGA represents and warrants that:


 


(a) NGA
has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, with corporate
power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into,
deliver and perform its obligations under this Subscription Agreement.


 


(b) The
Transaction Documents have been duly authorized, executed and delivered by NGA and are enforceable against the NGA in accordance
with their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity,
whether considered at law or equity.


 


(c) The
execution and delivery by NGA of the Transaction Documents, and the performance by NGA of its obligations under the Transaction
Documents do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets
of NGA pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or
instrument to which NGA is a party or by which NGA is bound or to which any of the property or assets of NGA is subject, which
would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) the organizational documents
of NGA; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or
foreign, having jurisdiction over NGA or any of its properties that would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.


 


(d) There
are no securities or instruments issued by or to which NGA is a party containing anti-dilution or similar provisions that will
be triggered by the Merger, the issuance of the Acquired Shares, or the issuance of the Shares to be issued pursuant to any Other
Subscription Agreement.


 


(e) NGA
is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default
or violation) of any term, condition or provision of (i) the organizational documents of NGA, (ii) any loan or credit agreement,
note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the NGA is now a party or by which
NGA’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental
agency or body, domestic or foreign, having jurisdiction over NGA or any of its properties, except, in the case of clauses (ii)
and (iii), for defaults or violations that have not had and would not be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect.


 


(f) NGA
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in
connection with the execution, delivery and performance by NGA of this Subscription Agreement.


 


(g) NGA
has not received any written communication since December 31, 2019, from a governmental entity that alleges that NGA is not in
compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would
not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.


 






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(h) Neither
NGA nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within
the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares.


 


(i) A
copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by
NGA with the Commission since its initial registration of NGA shares under the Exchange Act (the “SEC Documents”)
is available to the undersigned via the Commission’s EDGAR system. None of the SEC Documents contained, when filed or, if
amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading. NGA has timely filed each report, statement, schedule, prospectus,
and registration statement that NGA was required to file with the Commission since its initial registration of the NGA shares under
the Exchange Act. There are no material outstanding or unresolved comments in comment letters from the staff of the Division of
Corporation Finance (the “Staff”) of the Commission with respect to any of the SEC Documents.


 


(j) Except
for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect, there is no (i) proceeding pending, or, to the knowledge of NGA, threatened against NGA or (ii) judgment, decree, injunction,
ruling or order of any governmental entity or arbitrator outstanding against NGA.


 


(k) NGA
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599
List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S.
Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively “OFAC
Lists”), (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) organized,
incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision,
agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory
embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban
Assets Control Regulations, 31 C.F.R. Part 515 or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S.
shell bank. NGA also represents that, to the extent required, it maintains policies and procedures reasonably designed to ensure
compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC Lists.


 


(l)
NGA has not entered into any subscription agreement, side letter or other agreement with any Other Subscriber or affiliate thereof
in connection with such Other Subscriber’s investment in the Issuer pursuant to an Other Subscription Agreement, other than
the Other Subscription Agreements, the Combination Agreement and the agreements referenced therein, including that certain Stockholder
Support and Lock-up Agreement with the Issuer and certain stockholders of NGA entered into in connection with the Combination Agreement.
The Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement
and reflect the same Share Purchase Price and terms that are no more favorable to any such Other Subscriber thereunder than the
terms of this Subscription Agreement.


 






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(m) The
issued and outstanding shares of common stock, $0.0001 par value, of NGA (the “NGA Common Stock”) are
registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE. There is no suit, action, proceeding
or investigation pending or, to the knowledge of NGA, threatened against NGA by the NYSE or the Commission with respect to any
intention by such entity to deregister the NGA Common Stock or prohibit or terminate the listing of the NGA Common Stock on the
NYSE.


 


5. Subscriber
Representations and Warranties. Subscriber represents and warrants to, and covenants with, the Issuer and the Placement
Agents as follows:


 


(a) Subscriber
has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation
or formation, with the requisite entity power and authority to enter into, deliver and perform its obligations under this Subscription
Agreement.


 


(b) Subscriber
(i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in
private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions
and investment strategies involving a security or securities and (iii) has exercised independent judgment in evaluating its participation
in the purchase of the Acquired Shares.


 


(c) This
Subscription Agreement has been duly authorized, executed and delivered by Subscriber. This Subscription Agreement is enforceable
against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and
(ii) principles of equity, whether considered at law or equity.


 


(d) The
execution and delivery by Subscriber of this Subscription Agreement, and the performance by Subscriber of its obligations under
this Subscription Agreement, including the purchase of the Acquired Shares and the consummation of the other transactions contemplated
herein, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber
pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument
to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject,
which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’
equity or results of operations of Subscriber, taken as a whole (a “Subscriber Material Adverse Effect”),
or materially affect the legal authority or financial ability of Subscriber to comply in all material respects with the terms of
this Subscription Agreement; (ii) the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule
or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of Subscriber’s
properties that would reasonably be expected to have a Subscriber Material Adverse Effect or materially affect the legal authority
or financial ability of Subscriber to comply in all material respects with the terms of this Subscription Agreement.


 






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(e) If
Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person (as defined in Rule
902(k) of Regulation S), Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each
case, satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Acquired Shares only for its
own account and not for the account of others, or if Subscriber is subscribing for the Acquired Shares as a fiduciary or agent
for one or more investor accounts, each owner of such account is a “qualified institutional buyer” (as defined above)
and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,
representations and agreements herein on behalf of each owner of each such account, (iii) is not acquiring the Acquired Shares
with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, (iv) has
completed Schedule A following the signature page hereto and the information contained therein is accurate and complete,
and (v) is not an entity formed for the specific purpose of acquiring the Acquired Shares, and (vi) is an “accredited investor”
(as defined in National Instrument 45-106 Prospectus Exemptions).


 


(f) If
Subscriber is located in or subject to the securities laws of a province of Canada, the Subscriber (i) is an “accredited
investor” (as defined in National Instrument 45-106 Prospectus Exemptions or Section 73.3(1) of the Securities
Act (Ontario), as applicable) in each case, satisfying the applicable requirements set forth on Schedule B, (ii) is
acquiring the Acquired Shares as principal for its own account and not as agent or for the benefit of any other person or is deemed
under National Instrument 45-106 Prospectus Exemptions or the Securities Act (Ontario), as applicable, to be purchasing
the Acquired Shares as principal, (iii) was not created, and is not being used, solely to purchase or hold securities as an “accredited
investor”, (iv) is not acquiring the Acquired Shares with a view to, or for offer or sale in connection with, any distribution
thereof in violation of the securities laws and regulations of each of the provinces and territories of Canada (“Canadian
Securities Laws”), (v) is a “permitted client” (as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations) satisfying the applicable requirements set forth on Schedule
C, and (vi) has completed Schedule B and Schedule C following the signature page hereto and the information contained
therein is accurate and complete.


 


(g) Subscriber
understands that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of
the Securities Act, that the sale and delivery of the Acquired Shares is conditional upon such sale being exempt from the requirements
under Canadian Securities Laws as to the filing and delivery of a prospectus and that the Acquired Shares have not been registered
under the Securities Act or qualified under a prospectus under Canadian Securities Laws. Subscriber acknowledges that the Issuer
is not a “reporting issuer” in any jurisdiction of Canada, that the Acquired Shares are subject to statutory resale
restrictions under applicable Canadian Securities Laws of the province in which Subscriber resides (as applicable) and under other
applicable Canadian Securities Laws, which resale restrictions may apply outside of Canada, and Subscriber covenants that it will
not resell the Acquired Shares except in compliance with such laws. Subscriber understands that the Acquired Shares may not be
resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities
Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside
the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144 under the Securities
Act, provided that all of the applicable conditions thereof have been met or (iv) pursuant to another applicable exemption from
the registration requirements of the Securities Act, and that any certificates or book-entry records representing the Acquired
Shares shall contain a legend to such effect. Subscriber acknowledges that the Acquired Shares will not be eligible for resale
pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Acquired Shares will be
subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell
the Acquired Shares and may be required to bear the financial risk of an investment in the Acquired Shares for an indefinite period
of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or
transfer of any of the Acquired Shares.


 






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(h) Subscriber
understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Issuer. Subscriber further acknowledges
that there have been no representations, warranties, covenants and agreements made to Subscriber by the Issuer or any of its officers
or directors, or any other person, expressly or by implication, other than those representations, warranties, covenants and agreements
included in this Subscription Agreement.


 


(i) Subscriber’s
acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under section
406 of the Employee Retirement Income Security Act of 1974, as amended, section 4975 of the Internal Revenue Code of 1986, as amended
(the “Code”), or any applicable similar law.


 


(j) In
making its decision to subscribe for and purchase the Acquired Shares, Subscriber represents that it has relied solely upon its
own independent investigation. Without limiting the generality of the foregoing, Subscriber has not relied on any statements or
other information provided by the Placement Agents or any of their respective affiliates, or any of their respective officers,
directors, employees or representatives, concerning the Issuer or the Acquired Shares or the offer and sale of the Acquired Shares.
Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make
an investment decision with respect to the Acquired Shares, including with respect to the Issuer and the Merger. Subscriber represents
and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions,
receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have
deemed necessary to make an investment decision with respect to the Acquired Shares.


 


(k) Subscriber
acknowledges that no person has made any written or oral representations (i) that any person will resell or repurchase the Acquired
Shares; (ii) that any person will refund the purchase price of the Acquired Shares; or (iii) as to the future price or value of
the Acquired Shares.


 






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(l) Subscriber
became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Issuer or the
Placement Agents, and the Acquired Shares were offered to Subscriber solely by direct contact between Subscriber and the Issuer
or the Placement Agents. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares
offered to Subscriber, by any other means. Subscriber acknowledges that the Acquired Shares (i) were not offered by any form of
general solicitation or general advertising (including in any printed media of general and regular paid circulation, radio, television
or telecommunications, including electronic display) and (ii) are not being offered in a manner involving a public offering under,
or in a distribution in violation of, the Securities Act, any state securities laws or any Canadian Securities Laws.


 


(m) If
Subscriber is located in or subject to the securities laws of a province of Canada, Subscriber acknowledges receipt of the presentation
entitled “Investor Presentation” dated November 2020 (the “Investor Presentation”), including
the “Notice to Canadian Investors” therein, and that, except for the Investor Presentation, it has not received or
been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum (within the meaning of
Canadian Securities Laws), any prospectus, sales or advertising literature, or any other document describing or purporting to describe
the Issuer, its business and affairs or the transactions contemplated herein which has been prepared for delivery to, and review
by, prospective subscribers in order to assist them in making an investment decision in respect of the Acquired Shares.


 


(n) Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares. Subscriber
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
in the Acquired Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary
to make an informed investment decision.


 


(o) Subscriber
acknowledges and agrees that neither the Placement Agents nor any affiliate of the Placement Agents (nor any officer, director,
employee or representative of any of the Placement Agents or any affiliate thereof) has provided Subscriber with any information
or advice with respect to the Acquired Shares nor is such information or advice necessary or desired. Subscriber acknowledges that
the Placement Agents, any affiliate of any of the Placement Agents or any of their respective officers, directors, employees or
representatives (i) have not made any representation as to the Issuer or the quality of the Acquired Shares, (ii) may have acquired
non-public information with respect to the Issuer which Subscriber agrees need not be provided to it, (iii) have made no independent
investigation with respect to the Issuer or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied
to Subscriber by the Issuer, (iv) have not acted as Subscriber’s financial advisor or fiduciary in connection with the issue
and purchase of the Acquired Shares and (v) have not prepared a disclosure or offering document in connection with the offer and
sale of the Acquired Shares.


 


(p) Alone,
or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and
fully considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment
for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss
of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.


 






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(q) Subscriber
understands and agrees that no federal, provincial or state agency, securities commission or similar authority has reviewed, passed
upon or endorsed the merits of the offering of the Acquired Shares or made any findings or determination as to the fairness of
an investment in the Acquired Shares, and that any representation to the contrary is an offense.


 


(r) Subscriber
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599
List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by OFAC,
(ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) organized, incorporated, established,
located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality
thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject
to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations,
31 C.F.R. Part 515 or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber represents
that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively,
the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to comply
with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies
and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening
of its investors against the OFAC Lists. Subscriber further represents and warrants that, to the extent required, it maintains
policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Acquired Shares
were legally derived.


 


(s) The
funds representing the Purchase Price which will be advanced by Subscriber to the Issuer hereunder will not represent proceeds
of crime for the purposes of the Criminal Code (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) (collectively, the “Anti-Money Laundering Laws”) and the Subscriber acknowledges that
the Issuer may in the future be required by law to disclose the Subscriber’s name and other information relating to this
Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the Anti-Money Laundering Laws
and the legislation, regulations or instruments enacting Canadian Economic Sanctions (as defined below). Subscriber is not a person
or entity identified on a list established under any Anti-Money Laundering Law (including, without limitation, Section 83.05 of
the Criminal Code (Canada)) and Subscriber is not a person or entity identified in the legislation or regulations enacting any
economic or financial sanctions, laws, regulations, embargoes, or restrictive measures imposed, administered or enforced by Canada,
including but not limited to, the provisions of the United Nations Act (Canada), the Special Economic Measures Act
(Canada) or any other economic sanctions laws administered by applicable Canadian regulatory authorities (collectively, “Canadian
Economic Sanctions”). To the best of its knowledge, none of the subscription funds to be provided by Subscriber:
(i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States,
or any other jurisdiction; or (ii) are being tendered on behalf of a person or entity who has not been identified to Subscriber,
and Subscriber will promptly notify the Issuer if Subscriber discovers that any of such representations cease to be true and provide
the Issuer with appropriate information in connection therewith; none of the funds Subscriber is using to purchase the Acquired
Shares are, to the knowledge of Subscriber, proceeds obtained or delivered, directly or indirectly, as a result of illegal activities.


 






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(t) If
Subscriber is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), (ii) a plan, an individual retirement account or other arrangement
that is subject to section 4975 of the Code, (iii) an entity whose underlying assets are considered to include “plan assets”
of any such plan, account or arrangement described in clauses (i) and (ii) (each, and “ERISA Plan”), or (iv) an employee
benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of
ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i),
(ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that
are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with
the ERISA Plans, “Plans”) Subscriber represents and warrants that (i) neither the Issuer, nor any of
its respective affiliates (the “Transaction Parties”) has provided investment advice or has otherwise
acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Acquired Shares, and none of the Transaction
Parties is or shall at any time be the Plan’s fiduciary with respect to any decision to acquire and hold the Acquired Shares,
and none of the Transaction Parties is or shall at any time be the Plan’s fiduciary with respect to any decision in connection
with Subscriber’s investment in the Acquired Shares; and (ii) its purchase of the Acquired Shares will not result in a non-exempt
prohibited transaction under section 406 of ERISA or section 4975 of the Code, or any applicable Similar Law.


 


(u) Other
than the Placement Agents, to the knowledge of Subscriber, there is no person acting or purporting to act in connection with the
transactions contemplated herein who is entitled to any brokerage, finder’s or other commission or similar fee.


 


(v) Subscriber
has, and at the Closing will have, sufficient funds to pay the Purchase Price pursuant to Section 2(b)(i).


 


(w) Subscriber
acknowledges that:


 


(i) this
Agreement requires Subscriber to provide certain personal information relating to Subscriber to the Issuer and the Placement Agents.
Such information is being collected and will be used by the Issuer and the Placement Agents for the purposes of completing the
offering, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Acquired Shares under
applicable securities laws, preparing and registering certificates representing securities or arranging for non-certificated, electronic
delivery of same, and completing filings required by any securities regulatory authority or stock exchange. Such personal information
may be disclosed by the Issuer or the Placement Agents to (a) securities regulatory authorities and stock exchanges, (b) the Issuer’s
registrar and transfer agent, (c) any government agency, board or other entity and (d) any of the other parties involved in the
offering, including the legal counsel of the Issuer, and may be included in record books in connection with the offering. By executing
this Agreement, Subscriber consents to the foregoing collection, use and disclosure of such personal information; and


 






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(ii) Subscriber
acknowledges being notified that if Subscriber is resident or otherwise subject to the applicable securities legislation of a jurisdiction
in Canada: (i) the Issuer or the Placement Agents will deliver to the applicable securities regulatory authority or regulator certain
personal information pertaining to the Subscriber, including such Subscriber’s full name, residential address and telephone
number, email address, the number of Acquired Shares purchased by such Subscriber, the Purchase Price paid for such Acquired Shares,
the prospectus exemption relied on and the date of distribution of the Acquired Shares, (ii) such information is being collected
indirectly by the applicable securities regulatory authority or regulator under the authority granted to it in securities legislation,
(iii) such information is being collected for the purposes of the administration and enforcement of the securities legislation
of the local Canadian jurisdiction, and (iv) the Subscriber may contact the public officials listed on Schedule D with respect
to questions about the security regulatory authority’s or regulator’s indirect collection of such information.


 


(x) It
is the express wish of Subscriber that this Subscription Agreement and any related documentation be drawn up in English only. Il
est de la volonté expresse du souscripteur que la convention de souscription ainsi que tout document connexe soient rédigés
en langue anglaise uniquement.


 


6. Additional
Subscriber Agreement. Subscriber hereby agrees that, from the date of this Agreement until the Closing or termination
of this Subscription Agreement, none of Subscriber or any person or entity acting on behalf of Subscriber or pursuant to any understanding
with Subscriber will engage in any Short Sales with respect to securities of NGA prior to the Closing. For purposes of this Section
6, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule
200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (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, (i)
nothing herein shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription
Agreement or of Subscriber’s participation in the Subscription (including the Subscriber’s controlled affiliates and/or
affiliates) from entering into any Short Sales and (ii) in the case of a Subscriber that is a multi-managed investment vehicle
whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have
no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets,
the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that
made the investment decision to purchase the Acquired Shares covered by this Subscription Agreement.


 






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7. Registration
Rights.


 


(a) The
Issuer agrees that, within fifteen (15) business days after the consummation of the Merger (the “Filing Date”),
the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the
resale of the Acquired Shares (the “Registration Statement”), which Registration Statement may include
Shares of the Issuer held by the Issuer’s current equityholders, holders of convertible debt instruments of the Issuer and
Common Shares issuable upon exercise of the NGA Warrants, and the Issuer shall use its commercially reasonable efforts to have
the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of
(i) the 60th calendar day (or 90th calendar day if the Commission notifies the Issuer that it will “review” the Registration
Statement) following the Closing and (ii) the 10th business day after the date the Issuer is notified (orally or in writing, whichever
is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further
review (such earlier date, the “Effectiveness Date”); provided, however, that the Issuer’s
obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to
the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition
of the Acquired Shares as shall be reasonably requested by the Issuer to effect the registration of the Acquired Shares, and Subscriber
shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a
selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness
or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided further
that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise
be subject to any contractual restriction on the ability to transfer the Acquired Shares. For purposes of clarification, any failure
by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness
Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above
in this Section 7. The Issuer will provide a draft of the Registration Statement to the undersigned for review at least
two (2) business days in advance of filing the Registration Statement. In no event shall the undersigned be identified as a statutory
underwriter in the Registration Statement unless requested by the SEC; provided, that if the Commission requests that the
undersigned be identified as a statutory underwriter in the Registration Statement, the undersigned will have an opportunity to
withdraw from the Registration Statement. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any
or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the
Securities Act for the resale of the Acquired Shares by the applicable shareholders or otherwise, such Registration Statement shall
register for resale such number of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the
SEC. In such event, the number of Acquired Shares to be registered for each selling shareholder named in the Registration Statement
shall be reduced pro rata among all such selling shareholders.


 






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(b) In
the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable
request, inform Subscriber as to the status of such registration. At its expense the Issuer shall:


 


(i) except
for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement,
use its commercially reasonable efforts to keep such registration continuously effective with respect to Subscriber, and to keep
the applicable Registration Statement supplemented and amended to the extent necessary to ensure that such Registration Statement
is available or, if not available, that another registration statement is available for the resale of the Acquired Shares and ensure
that the applicable Registration Statement or any subsequent shelf registration statement is free of any material misstatements
or omissions, until the earlier of the following: (A) Subscriber ceases to hold any Acquired Shares or (B) the date all Acquired
Shares held by Subscriber may be sold without restriction under Rule 144, including without limitation, any volume and manner of
sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance
with the current public information required under Rule 144(c)(1) or Rule 144(i)(2), as applicable, and (C) two years from the
effective date of the Registration Statement.


 


(ii) advise
Subscriber within two (2) business days:


 


(1) when
a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any
post-effective amendment thereto has become effective;


 


(2) of
any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or
for additional information;


 


(3) of
the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of
any proceedings for such purpose;


 


(4) of
the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Acquired Shares included
therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(5) subject
to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any
Registration Statement or prospectus so that, as of such date, any Registration Statement does not contain an untrue statement
of a material fact or does not omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, or any prospectus does not include an untrue statement of a material fact or does not omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


Notwithstanding anything to the
contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material,
nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of the
events listed in (1) through (5) above constitutes material, nonpublic information regarding the Issuer;


 






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(iii) use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement
as soon as reasonably practicable;


 


(iv) upon
the occurrence of any event contemplated above, except for such times as the Issuer is permitted hereunder to suspend, and has
suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable efforts
to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related
prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Acquired Shares included
therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(v) use
its commercially reasonable efforts to cause all Acquired Shares to be listed on each securities exchange or market, if any, on
which the Shares issued by the Issuer have been listed; and


 


(vi) use
its commercially reasonable efforts to take all other steps necessary to effect the registration of the Acquired Shares contemplated
hereby and to enable Subscriber to sell the Acquired Shares under Rule 144.


 


(c) Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the filing or effectiveness
of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend
the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or
an event has occurred, which negotiation, consummation or event the Issuer’s board of directors reasonably believes, upon
the advice of legal counsel, would require additional disclosure by the Issuer in the Registration Statement of material information
that the Issuer has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement
would be expected, in the reasonable determination of the Issuer’s board of directors, upon the advice of legal counsel,
to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension
Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on
more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in
each case during any twelve-month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension
Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement
contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, or any related prospectus includes an untrue statement of a material fact or omits
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Acquired Shares under
the Registration Statement until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to
promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective
amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (ii) it
will maintain the confidentiality of any information included in such written notice delivered by the Issuer unless otherwise required
by law or subpoena. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion
destroy, all copies of the prospectus covering the Acquired Shares in Subscriber’s possession; provided, however,
that this obligation to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply (i) to the
extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory
or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored
electronically on archival servers as a result of automatic data back-up.


 






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(d) Subscriber
may deliver written notice (an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive
notices from the Issuer otherwise required by this Section 7; provided, however, that Subscriber may later
revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked),
(i) the Issuer shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated
with any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber
will notify the Issuer in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension
Event was previously delivered (or would have been delivered but for the provisions of this Section 7(d)) and the related
suspension period remains in effect, the Issuer will so notify Subscriber, within one (1) business day of Subscriber’s notification
to the Issuer, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber
with the related notice of the conclusion of such Suspension Event immediately upon its availability.


 


(e) The
Issuer shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless Subscriber (to
the extent a seller under the Registration Statement) its directors, officers, agents and employees, and each person who controls
Subscriber (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) to the fullest extent permitted
by applicable law, from and against any and all out-of-pocket losses, claims, damages (excluding indirect or consequential damages,
including without limitation loss of profits), liabilities, costs (including reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement
of a material fact contained in the Registration Statement or in any amendment or supplement thereto, required to be stated therein
or necessary to make the statements therein not misleading or (ii) any untrue or alleged untrue statement of a material fact included
in any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or
in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to
the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are
based upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein or Subscriber
has omitted a material fact from such information or otherwise violated the Securities Act, Exchange Act or any state securities
law or any rule or regulation thereunder; provided, however, that the indemnification contained in this Section 7
shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Issuer (which
consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Issuer be liable for any Losses to the extent
they arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity with written information furnished
by Subscriber, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available
by the Issuer in a timely manner or (C) in connection with any offers or sales effected by or on behalf of Subscriber in violation
of Section 7(c) hereof. The Issuer shall notify Subscriber reasonably promptly of the institution, threat or assertion of
any proceeding arising from or in connection with the transactions contemplated by this Section 7 of which the Issuer receives
notice in writing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of
an indemnified party and shall survive the transfer of the Acquired Shares by Subscriber.


 






    20


     


    

 


(f) Subscriber
shall, severally and not jointly, indemnify and hold harmless the Issuer, its directors, officers, agents and employees, and each
person who controls the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to
the fullest extent permitted by applicable law, from and against all Losses, as incurred, (i) arising out of or based upon any
untrue or alleged untrue statement of a material fact contained in any Registration Statement or in any amendment or supplement
thereto or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading or (ii) arising out of or based upon any untrue or alleged untrue statement of a
material fact included in any prospectus included in the Registration Statement or any form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus or arising out of or relating to any omission or alleged omission of a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
with respect to (i) and/or (ii), to the extent, but only to the extent, that such untrue or alleged untrue statements or omissions
or alleged omissions are based upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly
for use therein; provided, however, that the indemnification contained in this Section 7(f) shall not apply to amounts
paid in settlement of any Losses if such settlement is effected without the consent of Subscriber (which consent shall not be unreasonably
withheld, conditioned or delayed). In no event shall the liability of Subscriber be greater in amount than the dollar amount of
the net proceeds received by Subscriber upon the sale of the Acquired Shares giving rise to such indemnification obligation. Subscriber
shall notify the Issuer promptly of the institution, threat or assertion of any proceeding arising from or in connection with the
transactions contemplated by this Section 7(f) of which Subscriber is aware. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Acquired
Shares by Subscriber.


 


8. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the
parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest
to occur of (a) such date and time as the Combination Agreement is validly terminated in accordance with the terms therein, (b)
upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) if any of the conditions
to Closing set forth in Section 2(c) or 2(d) are not capable of being satisfied by the End Date (as defined below)
or (d) at the election of Subscriber, on or after the date 180 days following the date of this Subscription Agreement (the “End
Date”), if the Closing has not occurred on or before such date; provided, that nothing herein will relieve
any party from liability for any fraud or willful material breach hereof prior to the time of termination, and each party will
be entitled to any remedies at law or in equity to recover out-of-pocket losses, liabilities or damages arising from such fraud
or willful material breach. The Issuer shall promptly notify Subscriber of the termination of the Combination Agreement promptly
after the termination of such agreement.


 






    21


     


    

 


9. Trust
Account Waiver. Subscriber acknowledges that NGA is a blank check, special purpose acquisition company with the powers and
privileges to effect a merger, asset acquisition, reorganization or similar business combination involving NGA and one or more
businesses or assets. Subscriber further acknowledges that, as described in NGA’s prospectus relating to its initial public
offering (the “Prospectus”), available at www.sec.gov, substantially all of NGA’s assets consist
of the cash proceeds of NGA’s initial public offering and private placements of its securities, substantially all of those
proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of NGA, its public
stockholders and the underwriters of NGA’s initial public offering, and the funds and other assets in the Trust Account may
be disbursed only for the purposes set forth in the Prospectus. For and in consideration of NGA entering into this Subscription
Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber, on behalf of itself and its representatives,
hereby irrevocably waives any and all right, title and interest, and any claims of any kind any of them has or may in the future
have, in any case arising out of this Subscription Agreement, in or to any funds or other assets held in the Trust Account, and
agrees not to seek recourse against the Trust Account or the funds or assets held therein as a result of, or arising out of, this
Subscription Agreement; provided, however, that nothing in this Section 9 shall be deemed to limit
any right, title, interest or claim of Subscriber to funds or other assets in the Trust Account by virtue of such Subscriber’s
record or beneficial ownership of securities of NGA acquired by any means other than pursuant to this Subscription Agreement, including
but not limited to any redemption right with respect to any such securities of NGA.


 


10. Miscellaneous.


 


(a) The
parties to this Subscription Agreement hereby acknowledge and agree that the Issuer, the Placement Agents and others will rely
on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior
to the Closing, Subscriber agrees to promptly notify the Issuer if any of the acknowledgments, understandings, agreements, representations
and warranties made by Subscriber as set forth herein are no longer accurate. The parties to this Subscription Agreement hereby
further acknowledge and agree that the Placement Agents are third-party beneficiaries of the representations and warranties of
the Issuer, NGA and Subscriber contained in this Subscription Agreement.


 


(b) Each
of the Issuer, NGA and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce
this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby to the extent required by law or by regulatory bodies.


 






    22


     


    

 


(c) Notwithstanding
anything to the contrary in this Subscription Agreement, prior to the Closing, Subscriber may not transfer or assign all or a portion
of its rights under this Subscription Agreement other than to a fund or account managed by the same investment manager as Subscriber,
without the prior consent of the Issuer; provided that such transferee or assignee agrees in writing to be bound by and subject
to the terms and conditions of this Subscription Agreement, makes the representations and warranties in Section 5 and completes
Schedule A, Schedule B or Schedule C hereto, as applicable. In the event of such a transfer or assignment,
Subscriber shall update Schedule E to provide the information required therein.


 


(d) All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing
for a period of 3 years. For the avoidance of doubt, if for any reason the Closing does not occur prior to the consummation of
the Merger, all representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of
the Merger and remain in full force and effect.


 


(e) The
Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested, to
the extent readily available and to the extent consistent with its internal policies and procedures; provided, that the
Issuer agrees to keep any such information provided by Subscriber confidential.


 


(f) This
Subscription Agreement may not be amended, modified, waived or supplemented (i) except by an instrument in writing, signed by the
party against whom enforcement of such amendment, modification, waiver, or supplement is sought and (ii) without the prior written
consent of Issuer; provided that any rights (but not obligations) of a party under this Subscription Agreement may be waived,
in whole or in part, by such party on its own behalf without the prior consent of any other party.


 


(g) This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


(h) Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto
and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 


(i) If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


(j) Each
of the Issuer and Subscriber acknowledges and agrees that (A) this Subscription Agreement is being entered into in order to induce
NGA to execute and deliver the Combination Agreement and without the representations, warranties, covenants and agreements of the
Issuer and Subscriber hereunder, NGA would not enter into the Combination Agreement, (B) each representation, warranty, covenant
and agreement of Subscriber hereunder is being made also for the benefit of NGA and (C) NGA may directly enforce (including by
an action for specific performance, injunctive relief or other equitable relief) each of the covenants and agreements of each of
the Issuer and Subscriber under this Subscription Agreement.


 






    23


     


    

 


(k) This
Subscription Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered
one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it
being understood that all parties need not sign the same counterpart.


 


(l) Each
party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


(m) Any
notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied,
sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be
deemed to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or confirmation
when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate
by notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (d) five
(5) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter
designate by notice given hereunder:


 


(i) if
to Subscriber, to such address or addresses set forth on the signature page hereto;


 


		(ii)	if to the Issuer, to:



 


The Lion Electric Company


921, chemin de la Rivière-du-Nord


Saint-Jerome, Quebec J7Y 5G2


Attention: Marc Bédard, President and Founder;
Nicolas Brunet, Executive Vice-President and Chief Financial Officer


Email: marc.bedard@thelionelectric.com / Nicolas.Brunet@thelionelectric.com


 


with required copies to (which copies shall not constitute
notice):


 


Stikeman Elliott LLP


1155 René-Lévesque West, 41st
Floor


Montreal, Qc H3B 3V2


Attention: Aniko Pelland; David Tardif


Email: apelland@stikeman.com; dtardif@stikeman.com


 


Vinson & Elkins L.L.P.


1001 Fannin St.


Suite 2500


Houston, TX 77002


Attention: E. Ramey Layne; John Kupiec


Email: rlayne@velaw.com; jkupiec@velaw.com


 






    24


     


    

 


		(iii)	if to NGA, to:



 


Northern Genesis Acquisition Corp.


4801 Main Street, Suite 1000


Kansas City, MO 64112


Attention: Vice Chair


Email: ian.robertson@northerngenesis.com


 


with required copies to (which copies shall not constitute
notice):


 


Husch Blackwell LLP


4801 Main Street, Suite 1000


Kansas City, MO 64112


Attention: James G. Goettsch


Email: jim.goettsch@huschblackwell.com


 


Borden Ladner Gervais LLP


1000, rue De La Gauchetière Ouest, bureau / suite
900


Montréal, QC, Canada H3B 5H4


Attention: Yaniv Saragosti; Julie Belley Perron


Email: YSaragosti@blg.com; JBelleyperron@blg.com


 


		(iv)	if to the Placement Agents, to:



 


Barclays Capital Inc.


745 Seventh Avenue


5th Floor


New York, NY 10019


Attention: Jeffrey Daffron


Email: jeffrey.daffron@barclays.com


 


with required copies to (which
copies shall not constitute notice):


 


Mayer Brown LLP


1221 Avenue of the Americas


New York, New York 10020-1001


Attention: Anna T. Pinedo


Email: apinedo@mayerbrown.com


Facsimile: (212) 849-5767


 


(n) This
Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement
(whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Subscription Agreement, shall be governed by and construed in accordance with the Laws of the State of New York, without
giving effect to the principles of conflicts of law thereof.


 






    25


     


    

 


THE PARTIES HERETO
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, THE
SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF NEW YORK
SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED
TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT,
AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT
THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF
MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE
PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED
BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON
OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH
SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 10(m) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW
SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 


EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING
WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10(n).


 






    26


     


    

 


(o) NGA
shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement,
issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby, the Merger and any other material,
nonpublic information that the Issuer has provided to Subscriber at any time prior to the filing of the Disclosure Document. From
and after the issuance of the Disclosure Document, to the Issuer’s knowledge, Subscriber shall not be in possession of any
material, nonpublic information received from the Issuer, NGA or any of their respective officers, directors or employees. Notwithstanding
anything in this Subscription Agreement to the contrary, neither NGA nor the Issuer shall publicly disclose the name of Subscriber
or any of its affiliates, or include the name of Subscriber or any of its affiliates in any press release or in any filing with
the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except (i) as required
by the federal securities law in connection with the Registration Statement, (ii) as required for the Issuer to comply with applicable
post-trade reporting requirements under Canadian securities laws, (iii) in a press release or marketing materials of the Issuer
in connection with the Merger to the extent any such disclosure is substantially equivalent to the information that has previously
been made public without breach of the obligation under this Section 10(o) and (iv) to the extent such disclosure is required
by law, at the request of the Staff of the Commission or regulatory agency or under the regulations of the NYSE, in which case
the Issuer and NGA shall provide Subscriber with prior written notice of such disclosure permitted under this subclause (iv).


 


(p) The
parties agree that irreparable damage would occur if any provision of this Subscription Agreement were not performed in accordance
with the terms hereof, and accordingly, that the parties hereto shall be entitled to seek an injunction or injunctions to prevent
breaches of this Subscription Agreement or to enforce specifically the performance of the terms and provisions of this Subscription
Agreement in an appropriate court of competent jurisdiction as set forth in Section 10(n), in addition to any other remedy
to which any party is entitled at law or in equity.


 


[Signature pages follow.]


 




    27


     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused this Subscription Agreement to be executed by its duly authorized representative as of the date
first set forth above.


 


	 	The Lion Electric Company
	 	 
	 	By:	                                               
	 	 	Name:
	 	 	Title:
	 	 
	 	Northern Genesis Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Signature Page to 


Subscription Agreement


 




     


     


    

 


IN WITNESS WHEREOF,
Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date
first set forth above.


 


	Name(s) of Subscriber:	 
	 	 
	Signature of Authorized Signatory:	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Email Address:	 
	 	 
	Address for Notice to Subscriber:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Address (if different):	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Subscriber’s EIN/SSN:	 
	 	 
	Telephone No.:	 
	 	 
	Facsimile No.:	 
	 	 
	Purchase Price:	$
	 	 
	Acquired Shares:	 


 


 


Signature Page to 


Subscription Agreement


 




     


     


    

 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF U.S. SUBSCRIBER


 


This Schedule must be completed by
Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms used and not otherwise defined
in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must check the applicable box in either
Part A, Part B or Part C below and the applicable box in Part D below.


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS



 


(Please check the applicable
subparagraphs):


 


	☐	Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).
	☐	Subscriber is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, and each owner of such accounts is a QIB.


 


*** OR ***


 


		B.	FINRA INSTITUTIONAL INVESTOR STATUS



 


(Please check the applicable
subparagraph):


 


	☐	Subscriber is a “institutional investor” (as defined in FINRA Rule 2111).


 


*** OR ***


 


		C.	INSTITUTIONAL ACCREDITED INVESTOR STATUS



 


(Please check the applicable
subparagraphs):


 


Subscriber is an institutional “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act) and has checked below the box(es) for the applicable
provision under which Subscriber qualifies as such:


 


	☐	Subscriber is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, Massachusetts or similar business trust, partnership, or limited liability company that was not formed for the specific purpose of acquiring the securities of the Issuer being offered in this offering, with total assets in excess of $5,000,000.
	☐	Subscriber is a “private business development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
	☐	Subscriber is a “bank” as defined in Section 3(a)(2) of the Securities Act.
	☐	Subscriber is a “savings and loan association” or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.
	☐	Subscriber is a broker or dealer registered pursuant to Section 15 of the Exchange Act.


 






    Schedule A-1


     


    

 


	☐	Subscriber is an “insurance company” as defined in Section 2(a)(13) of the Securities Act. 
	☐	Subscriber is an investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940. 
	☐	Subscriber is an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state.
	☐	Subscriber is an investment company registered under the Investment Company Act of 1940.
	☐	Subscriber is a “business development company” as defined in Section 2(a)(48) of the Investment Company Act of 1940.
	☐	Subscriber is a “Small Business Investment Company” licensed by the U.S. Small Business Administration under either Section 301(c) or (d) of the Small Business Investment Act of 1958.
	☐	Subscriber is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000. 
	☐	Subscriber is a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act. 
	☐	Subscriber is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is one of the following.
	 	☐	A bank;
	 	☐	A savings and loan association;
	 	☐	An insurance company; or
	 	☐	A registered investment adviser.
	☐	Subscriber is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 with total assets in excess of $5,000,000.
	☐	Subscriber is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 that is a self-directed plan with investment decisions made solely by persons that are accredited investors.
	☐	Subscriber is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered by the Issuer in this offering, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.


 


*** AND
***


 


		D.	AFFILIATE STATUS



 


(Please check the applicable
box)


 


		Subscriber:	



 


	☐	is
	☐	is not


 


an “affiliate” (as defined
in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.


 




    Schedule A-2


     


    

 


SCHEDULE B

ELIGIBILITY REPRESENTATIONS OF CANADIAN SUBSCRIBER

ACCREDITED INVESTOR CERTIFICATE


 


This Schedule must be completed by
Subscriber and forms a part of the Subscription Agreement to which it is attached. All defined terms not specifically defined in
this Certificate of Accredited Investor are defined in Canadian securities law.


 


(Check one or more, as applicable):


  


	☐	(a)	(i) 	except in Ontario, a Canadian financial institution,
or a Schedule III bank; or
	 	 	(ii) 	in Ontario, a financial institution described in paragraph
73.1(1) of the Securities Act (Ontario) (as detailed below),


 


	☐	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
	 	 	 
	☐	(c)	a subsidiary of any person or company referred to in paragraphs (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
	 	 	 
	☐	(d)	a person registered under the securities legislation of a province or territory of Canada as an adviser or dealer, and in Ontario except as otherwise prescribed by applicable regulations,
	 	 	 
	☐	(e)	an individual registered under the securities legislation of a province or territory of Canada as a representative of a person referred to in paragraph (d),
	 	 	 
	☐	(e.1)	an individual formerly registered under the securities legislation of a province or territory of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),
	 	 	 
	☐	(f)	the Government of Canada or the government of a province or territory of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or the government of a province or territory of Canada,
	 	 	 
	☐	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,
	 	 	 
	☐	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
	 	 	 
	☐	(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada,
	 	 	 
	☐	(j)	[Intentionally deleted.]  
	 	 	 
	☐	(j.1)	an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CAD$5,000,000, 


 



    Schedule B-1


     


    

 


	☐	(k)	[Intentionally deleted.]  
	 	 	 
	☐	(l)	[Intentionally deleted.]  
	 	 	 
	☐	(m)	a person, other than an individual or investment fund, that has net assets of at least CAD$5,000,000, as shown on its most recently prepared financial statements, and that was not formed for the sole purpose of making a representation to this effect in order to qualify as an accredited investor, (Note: your “net income” before taxes is found on your personal income tax return.)
	 	 	 
	☐	(n)	an investment fund that distributes or has distributed its securities only to


 


	 	 	(i)	a person that is or was an accredited investor at the
time of the distribution,
	 	 	 	 
	 	 	(ii)	a person that acquires or acquired securities in the
circumstances referred to in Sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in investment
funds] of NI 45-106 or equivalent exemptions under applicable securities legislation as specified in Section 8.2 of NI 45-106,
or
	 	 	 	 
	 	 	(iii)	a person described in paragraph (i) or (ii) that acquires
or acquired securities under Section 2.18 [Investment fund reinvestment] of NI 45-106,


 


	☐	(o)	an investment fund that distributes or has distributed securities under a prospectus in a province of Canada for which the regulator or, in Quebec, the securities regulatory authority, has issued a receipt,
	 	 	 
	☐	(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a province or territory of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,
	 	 	 
	☐	(q)	a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a province or territory of Canada or a foreign jurisdiction,
	 	 	 
	☐	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the province or territory of the registered charity to give advice on the securities being traded,
	 	 	 
	☐	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,
	 	 	 
	☐	(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors. If you checked (t), please indicate the name and category of accredited investor (by reference to the applicable letter in this Schedule B) of each of:


 


	 	 	 	Name:	 	Category of Accredited Investor
	 	 	Owner:	 	 	 
	 	 	Owner:	 	 	 
	 	 	Owner:	 	 	 


 


	 	 	[attach sheet if more than 3 owners]
	 	 	 



 






    Schedule B-2


     


    

 


	☐	(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,
	 	 	 
	☐	(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor, or
	 	 	 
	☐	(w)	a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse. If you checked (w), please indicate the name and category of accredited investor (by reference to the applicable letter in this Schedule B of each of:


 


	 	 	 	Name:	 	Category of Accredited Investor
	 	 	Individual who established trust:	 	 	 
	 	 	Trustee:	 	 	 
	 	 	Trustee:	 	 	 
	 	 	Trustee:	 	 	 


 


	 	 	[attach sheet if more than 3 trustees]


 




    Schedule B-3


     


    

SCHEDULE C

ELIGIBILITY REPRESENTATIONS OF CANADIAN SUBSCRIBER

PERMITTED CLIENT CERTIFICATE


 


This Schedule must be completed by Subscriber and forms
a part of the Subscription Agreement to which it is attached. All defined terms not specifically defined in this Certificate of
Permitted Client are defined in Canadian securities law.


 


(Check one or more, as applicable):


 


	☐	(a)	a Canadian financial institution or a Schedule III bank;
	 	 	 
	☐	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
	 	 	 
	☐	(c)	a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;
	 	 	 
	☐	(d)	a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;
	 	 	 
	☐	(e)	a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;
	 	 	 
	☐	(f)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e);
	 	 	 
	☐	(g)	the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;
	 	 	 
	☐	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
	 	 	 
	☐	(i)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec;
	 	 	 
	☐	(j)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;
	 	 	 
	☐	(k)	a person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
	 	 	 
	☐	(l)	an investment fund if one or both of the following apply: 


 


		(i)	the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction
of Canada;



 


		(ii)	the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction
of Canada;



 






    Schedule C-1


     


    

 


	☐	(m)	in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
	 	 	 
	☐	(n)	in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
	 	 	 
	☐	(o)	an individual who beneficially owns financial assets, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions, having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds C$5 million;
	 	 	 
	☐	(p)	a person or company that is entirely owned by an individual or individuals referred to in paragraph (o), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;
	 	 	 
	☐	(q)	a person or company, other than an individual or an investment fund, that has net assets of at least C$25 million as shown on its most recently prepared financial statements;
	 	 	 
	☐	(r)	a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) to (q) above.


 




    Schedule C-2


     


    

 


SCHEDULE
D


Contact
Information – Canadian Provincial AND TERRITORIAL Securities


Regulatory
Authorities


 


	
        The contact information of the public official in

        the local jurisdiction who can answer questions

        about the security regulatory authority’s or

        regulator’s indirect collection of information

        is as follows:

         

        Alberta Securities Commission 

        Suite 600, 250 – 5th Street SW

        Calgary, Alberta T2P 0R4

        Telephone: (403) 297-6454

        Toll free in Canada: 1-877-355-0585

        Facsimile: (403) 297-2082

         

        British Columbia Securities Commission

        P.O. Box 10142, Pacific Centre

        701 West Georgia Street

        Vancouver, British Columbia V7Y 1L2

        Inquiries: (604) 899-6854

        Toll free in Canada: 1-800-373-6393

        Facsimile: (604) 899-6581

        Email: inquiries@bcsc.bc.ca

         

        The Manitoba Securities Commission

        500 – 400 St. Mary Avenue

        Winnipeg, Manitoba R3C 4K5

        Telephone: (204) 945-2548

        Toll free in Manitoba 1-800-655-5244

        Facsimile: (204) 945-0330

         

        Financial and Consumer Services Commission (New Brunswick)

        85 Charlotte Street, Suite 300

        Saint John, New Brunswick E2L 2J2

        Telephone: (506) 658-3060

        Toll free in Canada: 1-866-933-2222

        Facsimile: (506) 658-3059

        Email: info@fcnb.ca

         

        Government of Newfoundland and Labrador

        Financial Services Regulation Division

        P.O. Box 8700

        Confederation Building

        2nd Floor, West Block

        Prince Philip Drive

        St. John’s, Newfoundland and Labrador A1B 4J6

        Attention: Director of Securities

        Telephone: (709) 729-4189

        Facsimile: (709) 729-6187

         

        Autorité des marchés financiers

        800, Square Victoria, 22e étage

        C.P. 246, Tour de la Bourse

        Montréal, Québec H4Z 1G3

        Telephone: (514) 395-0337 or 1-877-525-0337

        Facsimile: (514) 873-6155 (For filing purposes only)

        Facsimile: (514) 864-6381 (For privacy requests only)

        Email: financementdessocietes@lautorite.qc.ca

        (For corporate finance issuers);

        Email: fonds_dinvestissement@lautorite.qc.ca

        (For investment fund issuers)
	
        Government of the Northwest Territories

        Office of the Superintendent of Securities

        P.O. Box 1320

        Yellowknife, Northwest Territories X1A 2L9

        Attention: Deputy Superintendent, Legal &

        Enforcement

        Telephone: (867) 920-8984

        Facsimile: (867) 873-0243

         

        Nova Scotia Securities Commission

        Suite 400, 5251 Duke Street

        Duke Tower

        P.O. Box 458

        Halifax, Nova Scotia B3J 2P8

        Telephone: (902) 424-7768

        Facsimile: (902) 424-4625

         

        Government of Nunavut

        Department of Justice

        Legal Registries Division

        P.O. Box 1000, Station 570

        1st Floor, Brown Building

        Iqaluit, Nunavut X0A 0H0

        Telephone: (867) 975-6590

        Facsimile: (867) 975-6594

         

        Ontario Securities Commission

        20 Queen Street West, 22nd Floor

        Toronto, Ontario M5H 3S8

        Telephone: (416) 593- 8314

        Toll free in Canada: 1-877-785-1555

        Facsimile: (416) 593-8122

        Email: exemptmarketfilings@osc.gov.on.ca

        Public official contact regarding indirect collection of information:
        Inquiries Officer

         

        Prince Edward Island Securities Office

        95 Rochford Street, 4th Floor Shaw Building

        P.O. Box 2000

        Charlottetown, Prince Edward Island C1A 7N8

        Telephone: (902) 368-4569

        Facsimile: (902) 368-5283

         

        Financial and Consumer Affairs Authority of Saskatchewan

        Suite 601 - 1919 Saskatchewan Drive

        Regina, Saskatchewan S4P 4H2

        Telephone: (306) 787-5879

        Facsimile: (306) 787-5899

         

        Office of the Superintendent of Securities

        Government of Yukon

        Department of Community Services

        307 Black Street, 1st floor

        Box 2703, C-6

        Whitehorse, Yukon Y1A 2C6

        Telephone: (867) 667-5466

        Facsimile: (867) 393-6251

        Email: Securities@gov.yk.ca



 




    Schedule D-1


     


    

 


SCHEDULE E

SCHEDULE OF TRANSFERS


 


Subscriber’s Subscription was in the
amount of ____________ Shares. The following transfers of a portion of the Subscription have been made:


 


	Date of Transfer or Reduction	Transferee	Number of Transferee Acquired Shares Transferred or Reduced	Subscriber Revised Subscription Amount
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


Schedule B as of ______________, 20__, accepted and agreed to
as of this ____ day of ____________, 20__ by:


 


The Lion Electric Company


 


	By:	                          	 
	 	Name:	 
	 	Title:	 


  


	 	 
	Name of Subscriber:	 
	 	 
	 	 
	 	 
	Signature of Subscriber:	 



 


	By:	                          	 
	 	Name:	 
	 	Title:	 


 


 


Schedule E-1