EX-10.2


  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.
  
 

 
11


  


  
 (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

 
 

 
15


  


  

(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;
  



 
18


  


  

(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.
  



 
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 (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