Exhibit 10.13


 


EMBARK TRUCKS
Inc.


 


2016
Stock Plan


 


NOTICE OF
STOCK OPTION GRANT


 


<Optionee Name>


<Optionee Address>


 


You
have been granted an option to purchase Common Stock of Embark Trucks Inc., a Delaware corporation (the “Company”),
as follows:


 


	Date
    of Grant:	See Carta
	Exercise
    Price Per Share:	See Carta
	Total
    Number of Shares:	See Carta
	Total
    Exercise Price:	See Carta
	Type
    of Option:	See Carta
	Expiration
    Date:	10 year anniversary of
    the Date of Grant 
	Vesting
    Commencement Date:	See Carta
	Exercise
    Schedule:	See Carta
	Vesting
    Schedule:	So long as your Continuous Service Status does not terminate (and
    provided that no vesting shall occur following the Termination Date (as defined in Section 5 of the Stock Option Agreement) unless
    otherwise determined by the Company in its sole discretion), the Shares underlying this Option shall vest in accordance with the
    following schedule.

     

    1/4th of the Vesting Shares shall vest on the 12–month anniversary
    of the Vesting Commencement Date and an additional 1/48th of the Vesting Shares shall vest on the corresponding day of each month
    thereafter (and if there is no corresponding day, the last day of the month), until all Vesting Shares are vested.

     

    Notwithstanding the foregoing, upon the termination of your Continuous
    Service Status without Cause by the Company (or a successor, if appropriate) and provided such termination occurs in connection with
    or following the consummation of a Change of Control, then the vesting of this Option shall accelerate such that this Option shall
    become vested as to 50% of the Shares then unvested, effective immediately prior to such termination of your Continuous Service Status.
    In the event of a Change of Control, if the Company’s successor does not agree to assume this Option, or to substitute an equivalent
    award or right for this Option or to otherwise continue the Option at the time of the Change of Control (and if offered new or continued
    employment with such acquirer or successor, you do not voluntarily resign), then the vesting of this Option shall accelerate such
    that this Option shall be vested to the same extent as if you had been terminated without Cause as described above, effective immediately
    prior to, and contingent upon, the consummation of such Change of Control.

     




 






     


     


    

 


	Termination
    Period:	Except
    as set forth in Section 5 of the Stock Option Agreement, you may exercise this Option for 3 months after termination of your Continuous
    Service Status, provided that if on your termination date, you have completed a minimum of 2 years of Continuous Service
    Status (as determined by the Company), then you may exercise this Option until the earliest of (i) the Expiration Date (as stated
    above, i.e., the 10-year anniversary of the Date of Grant) or (ii) such earlier date as provided or permitted under Section 10 of
    the Embark Trucks Inc. 2016 Stock Plan (the “Plan”), including, without limitation, in connection with
    a dissolution or liquidation of the Company or a Corporate Transaction (as defined in the Plan). You are responsible for keeping
    track of this Termination Period. The Company will not provide further notice of this Termination Period.

     

    To the extent the Option is an Incentive Stock Option, please
    note that pursuant to the regulations governing Incentive Stock Options, generally on the first day following the 3 month anniversary
    of your termination of service as an Employee, the Option, to the extent still outstanding, will automatically become a nonstatutory
    stock option.

     

	Transferability:	You may not transfer this
    Option except as set forth in Section 6 of the Stock Option Agreement (subject to compliance with Applicable Laws).  You
    must obtain Company approval prior to any transfer of the Shares received upon exercise of this Option.



 






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By your signature and the signature of the Company’s
representative or by otherwise accepting or exercising this Option, you and the Company agree that this Option is granted under and governed
by the terms and conditions of this Notice and the Plan and Stock Option Agreement (which includes the Country-Specific Addendum, as
applicable), both of which are attached to and made a part of this Notice.


 


In addition, you agree and acknowledge that your
rights to any Shares underlying this Option will vest only as you provide services to the Company over time, that the grant of this Option
is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing in this Notice or the attached
documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time,
nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason,
with or without cause, subject to Applicable Laws. Also, to the extent applicable, the Exercise Price Per Share has been set in good
faith compliance with the applicable guidance issued by the IRS under Section 409A of the Code. However, there is no guarantee that
the IRS will agree with the valuation, and by signing below, you agree and acknowledge that the Company, its Board, officers, employees,
agents and stockholders shall not be held liable for any applicable costs, taxes, or penalties associated with this Option if, in fact,
the IRS or any other person (including, without limitation, a successor corporation or an acquirer in a Change of Control) were to determine
that this Option constitutes deferred compensation under Section 409A of the Code. You should consult with your own tax advisor
concerning the tax consequences of such a determination by the IRS. For purposes of this paragraph, the term “Company” will
be interpreted to include any Parent, Subsidiary or Affiliate.


 


	 	the company:
	 	 	 
	 	Embark Trucks
    Inc.
	 	 	 
	 	By:	                                  
	 	 	Alex Rodrigues, CEO
	 	 	 
	 	424 Townsend Street
	 	San Francisco, CA 94107
	 	 	 
	 	OPTIONEE:
	 	 	 
	 	<Optionee
    Name>
	 	 	 
	 	 
	 	(Signature)
	 	 	 
	 	 	 
	 	Address: 
	 	 
	 	 



 






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Embark Trucks
Inc.


 


2016
Stock Plan


 


STOCK OPTION
AGREEMENT


 


1.             
Grant of Option. Embark Trucks Inc., a Delaware corporation (the “Company”), hereby grants to
the person (“Optionee”) named in the Notice of Stock Option Grant (the “Notice”), an option (the
 “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the
Notice, at the exercise price per Share set forth in the Notice (the “Exercise Price”), subject to the terms, definitions
and provisions of the Embark Trucks Inc. 2016 Stock Plan (the “Plan”) adopted by the Company, which is incorporated
in this Stock Option Agreement (this “Agreement”) by reference. Unless otherwise defined in this Agreement, the terms
used in this Agreement or the Notice shall have the meanings defined in the Plan.


 


2.             
Designation of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of
the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent this Option does
not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option.


 


Notwithstanding the above, if designated as an
Incentive Stock Option, in the event that the Shares subject to this Option (and all other incentive stock options granted to Optionee
by the Company or any Parent or Subsidiary, including under other plans) that first become exercisable in any calendar year have an aggregate
fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of USD $100,000, the
Shares in excess of USD $100,000 shall be treated as subject to a nonstatutory stock option, in accordance with Section 5(c) of
the Plan.


 


3.             
Exercise of Option. This Option shall be exercisable during its term in accordance with the Exercise Schedule set
out in the Notice and with the provisions of Section 7(c) of the Plan as follows:


 


(a)           
Right to Exercise.


 


(i)           
This Option may not be exercised for a fraction of a share.


 


(ii)           
In the event of Optionee’s termination of Continuous Service Status, the exercisability of this Option is governed by Section 5
below, subject to the limitations contained in this Section 3.


 


(iii)           
In no event may this Option be exercised after the Expiration Date set forth in the Notice.


 


(b)           
Method of Exercise.


 


(i)           
This Option shall be exercisable by execution and delivery of the Early Exercise Notice and Restricted Stock Purchase Agreement
attached hereto as Exhibit A, the Exercise Agreement attached hereto as Exhibit B (to the extent Optionee exercises
the Option with respect to vested shares only) or of any other form of written notice approved for such purpose by the Company which
shall state Optionee’s election to exercise this Option, the number of Shares in respect of which this Option is being exercised,
and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required
by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the
Company by such means as are determined by the Company in its discretion to constitute adequate delivery. The written notice shall be
accompanied by payment of the aggregate Exercise Price for the purchased Shares.


 






     


     


    

 


(ii)           
As a condition to the grant, vesting and exercise of this Option and as further set forth in Section 9 of the Plan, Optionee hereby
agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Subsidiary or Affiliate for) any applicable
taxes or tax withholdings, social contributions, required deductions, or other payments, if any (“Tax-Related Items”),
which arise upon the grant, vesting or exercise of this Option, ownership or disposition of Shares, receipt of dividends, if any, or
otherwise in connection with this Option or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined
by the Company in its sole discretion. Regardless of any action the Company or any Subsidiary or Affiliate takes with respect to any
or all applicable Tax-Related Items, Optionee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains
Optionee’s responsibility and may exceed any amount actually withheld by the Company or any Subsidiary or Affiliate. Optionee further
acknowledges and agrees that Optionee is solely responsible for filing all relevant documentation that may be required in relation to
this Option or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or any Subsidiary
or Affiliate pursuant to Applicable Law), such as but not limited to personal income tax returns or reporting statements in relation
to the grant, vesting or exercise of this Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares,
and the receipt of any dividends. Optionee further acknowledges that the Company makes no representations or undertakings regarding the
treatment of any Tax-Related Items and does not commit to and is under no obligation to structure the terms or any aspect of the Option
to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Optionee also understands
that Applicable Laws may require varying Share or option valuation methods for purposes of calculating Tax-Related Items, and the Company
assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related
Items that may be required of Optionee under Applicable Laws. Further, if Optionee has become subject to Tax-Related Items in more than
one jurisdiction, Optionee acknowledges that the Company or any Subsidiary or Affiliate may be required to withhold or account for Tax-Related
Items in more than one jurisdiction.


 


(iii)           
The Company is not obligated, and will have no liability for failure to issue or deliver any Shares upon exercise of this Option
unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation
with its legal counsel. Furthermore, Optionee understands that the Applicable Laws of the country in which Optionee is residing or working
at the time of grant, vesting, and/or exercise of this Option (including any rules or regulations governing securities, foreign exchange,
tax, labor or other matters) may restrict or prevent exercise of this Option. This Option may not be exercised until such time as the
Plan has been approved by the holders of capital stock of the Company, or if the issuance of such Shares upon such exercise or the method
of payment of consideration for such Shares would constitute a violation of any Applicable Laws, including any applicable U.S. federal
or state securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations
as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make
any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes
the Shares shall be considered transferred to Optionee on the date on which this Option is exercised with respect to such Shares, subject
to Applicable Laws.


 






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(iv)           
Subject to compliance with Applicable Laws, this Option shall be deemed to be exercised upon receipt by the Company of the appropriate
written notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable obligations described in Section 3(b)(ii)
above.


 


4.             
Method of Payment. Unless otherwise specified by the Company in its sole discretion to comply with Applicable Laws
or facilitate the administration of the Plan, payment of the Exercise Price shall be by cash or check or, following the initial public
offering of the Company’s Common Stock, by Cashless Exercise pursuant to which the Optionee delivers an irrevocable direction to
a securities broker (on a form prescribed by the Company and according to a procedure established by the Company).


 


Optionee understands and agrees that, if required
by the Company or Applicable Laws, any cross-border cash remittance made to exercise this Option or transfer proceeds received upon the
sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require
Optionee to provide to such entity certain information regarding the transaction. Moreover, Optionee understands and agrees that the
future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease in value, even below the Exercise
Price. Optionee understands that neither the Company nor any Subsidiary or Affiliate is responsible for any foreign exchange fluctuation
between local currency and the United States Dollar or the selection by the Company or any Subsidiary or Affiliate in its sole discretion
of an applicable foreign currency exchange rate that may affect the value of the Option (or the calculation of income or Tax-Related
Items thereunder).


 


5.             
Termination of Relationship. Following the date of termination of Optionee’s Continuous Service Status for
any reason (the “Termination Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 5.
If Optionee does not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth
below, this Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of this Option
as set forth in the Notice. For the avoidance of doubt and for purposes of this Option only, termination of Continuous Service Status
and the Termination Date will be deemed to occur as of the date Optionee is no longer actively providing services as an Employee or Consultant
(except, in certain circumstances, to the extent Optionee is on a Company-approved leave of absence and subject to any Company policy
or Applicable Laws regarding such leaves) and will not be extended by any notice period or “garden leave” that may be required
contractually or under Applicable Laws, unless otherwise determined by the Company in its sole discretion.


 






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(a)           
Termination Prior to 2 Years of Continuous Service Status. If Optionee’s Continuous Service Status terminates
prior to Optionee’s completion of 2 years of Continuous Service Status (as determined by the Company), then Optionee may, to the
extent Optionee is vested in the Optioned Stock, exercise this Option as follows:


 


(i)           
General Termination. In the event of termination of Optionee’s Continuous Service Status other than as a result
of Optionee’s Disability or death or Optionee’s termination for Cause, Optionee may, to the extent Optionee is vested in
the Optioned Stock, exercise this Option during the Termination Period set forth in the Notice.


 


(ii)           
Termination upon Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status
as a result of Optionee’s Disability, Optionee may, but only within 12 months following the Termination Date, exercise this Option
to the extent Optionee is vested in the Optioned Stock.


 


(iii)           
Death of Optionee.  In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s
death, or in the event of Optionee’s death within 3 months following Optionee’s Termination Date, this Option may be exercised
at any time within 12 months following the Termination Date, or if later, 12 months following the date of death by any beneficiaries
designated in accordance with Section 16 of the Plan or, if there are no such beneficiaries, by the Optionee’s estate, or by a
person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent Optionee is vested in the Optioned
Stock.


 


(b)           
Termination On or After 2 Years of Continuous Service Status. In the event of termination of Optionee’s Continuous
Service Status (other than as a result of Optionee’s termination for Cause) on or after the date on which Optionee has completed
2 years of Continuous Service Status (as determined by the Company), Optionee may, to the extent Optionee is vested in the Optioned Stock,
exercise this Option during the Termination Period set forth in the Notice and this Option shall terminate with respect to the unvested
Shares subject to the Option on the date of the Optionee’s termination of Continuous Service Status. In the event that Optionee’s
Continuous Service Status terminates as a result of Optionee’s death, this Option may be exercised by any beneficiaries designated
in accordance with Section 16 of the Plan or, if there are no such beneficiaries, by the Optionee’s estate, or by a person
who acquired the right to exercise the Option by bequest or inheritance, but only to the extent Optionee is vested in the Optioned Stock.


 


(c)           
Termination for Cause. In the event of termination of Optionee’s Continuous Service Status for Cause, this
Option (including any vested portion thereof) shall immediately terminate in its entirety upon first notification to Optionee of such
termination for Cause. If Optionee’s Continuous Service Status is suspended pending an investigation of whether Optionee’s
Continuous Service Status will be terminated for Cause, all Optionee’s rights under this Option, including the right to exercise
this Option, shall be suspended during the investigation period.


 






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6.             
 Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall
be binding upon the executors, administrators, heirs, successors and assigns of Optionee.


 


7.             
Lock-Up Agreement.  If so requested by the Company or the underwriters in connection with the initial public offering
of the Company’s securities registered under the Securities Act of 1933, as amended, Optionee shall not sell, make any short sale
of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (except
for those being registered) without the prior written consent of the Company or such underwriters, as the case may be, for 180 days from
the effective date of the registration statement, plus such additional period, to the extent required by FINRA rules, up to a maximum
of 216 days from the effective date of the registration statement, and Optionee shall execute an agreement reflecting the foregoing as
may be requested by the underwriters at the time of such offering.


 


8.             
Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts
this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as
binding, conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to this Option.
In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement,
the Plan terms and provisions shall prevail.


 


9.             
Imposition of Other Requirements. The Company reserves the right, without Optionee’s consent, to cancel or
forfeit outstanding grants or impose other requirements on Optionee’s participation in the Plan, on this Option and the Shares
subject to this Option and on any other Award or Shares acquired under the Plan, to the extent the Company determines it is necessary
or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan in order to prevent adverse tax or
other financial consequences to the Optionee. Optionee agrees to sign any additional agreements or undertakings that may be necessary
to accomplish the foregoing. Furthermore, Optionee acknowledges that the Applicable Laws of the country in which Optionee is residing
or working at the time of grant, holding, vesting, and exercise of the Option or the holding or sale of Shares received pursuant to the
Option (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject Optionee
to additional procedural or regulatory requirements that Optionee is and will be solely responsible for and must fulfill. If applicable,
such requirements may be outlined in but are not limited to the Country-Specific Addendum (the “Addendum”) attached hereto,
which forms part of this Agreement. Notwithstanding any provision herein, Optionee’s participation in the Plan shall be subject
to any applicable special terms and conditions or disclosures as set forth in the Addendum. The Optionee also understands and agrees
that if the Optionee works, resides, moves to, or otherwise is or becomes subject to Applicable Laws or Company policies of another jurisdiction
at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to him as from the date of grant, unless
otherwise determined by the Company in its sole discretion.


 






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10.           
 Electronic Delivery and Translation. The Company may, in its sole discretion, decide to deliver any documents related
to Optionee’s current or future participation in the Plan, this Option, the Shares subject to this Option, any other Company Securities
or any other Company-related documents, by electronic means. By accepting this Option, whether electronically or otherwise, Optionee
hereby (i) consents to receive such documents by electronic means, (ii) consents to the use of electronic signatures, and (iii) if applicable,
agrees to participate in the Plan and/or receive any such documents through an on-line or electronic system established and maintained
by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through
electronic acceptance of terms and conditions. To the extent Optionee has been provided with a copy of this Agreement, the Plan, or any
other documents relating to this Option in a language other than English, the English language documents will prevail in case of any
ambiguities or divergences as a result of translation.


 


11.           
No Acquired Rights or Employment Rights. In accepting the Option, Optionee acknowledges that the Plan is established
voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time.
The grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of Options,
other Awards or benefits in lieu of Options, even if Options have been granted repeatedly in the past, and all decisions with respect
to future grants of Options or other Awards, if any, will be at the sole discretion of the Company. In addition, Optionee’s participation
in the Plan is voluntary, and the Option and the Shares subject to the Option are extraordinary items that do not constitute regular
compensation for services rendered to the Company or any Subsidiary or Affiliate and are outside the scope of Optionee’s employment
contract, if any. The Option and the Shares subject to the Option are not intended to replace any pension rights or compensation and
are not part of normal or expected salary or compensation for any purpose, including but not limited to calculating severance payments,
if any, upon termination.


 


Nothing
contained in this Agreement is intended to constitute or create a contract of employment, nor shall it constitute or create the right
to remain associated with or in the employ of the Company or any Subsidiary or Affiliate for any particular period of time. This Agreement
shall not interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate Optionee’s employment
or service at any time, subject to Applicable Laws.


 


12.           
Data Privacy. Optionee hereby explicitly and unambiguously
consents to the collection, use and transfer, whether in electronic or other form, of Optionee’s personal data (as described below)
by and among, as applicable, the Company and any Subsidiary or Affiliate or third parties as may be selected by the Company, for the
exclusive purpose of implementing, administering, and managing
Optionee’s participation in the Plan. Optionee understands that refusal or withdrawal of consent may affect Optionee’s ability
to participate in the Plan or to realize benefits from the Option.


 


Optionee understands that the Company and
any Subsidiary or Affiliate may hold certain personal information about Optionee, including, but not limited to, Optionee’s name,
home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title,
any shares of stock or directorships held in the Company or any Subsidiary or Affiliate, details of all Options or any other entitlement
to Shares awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor (“Personal Data”).
Optionee understands that Personal Data may be transferred to any Subsidiary or Affiliate or third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located in the United States, Optionee’s country, or elsewhere,
and that the recipient’s country may have different data privacy laws and protections than Optionee’s country.


 






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13.           
Miscellaneous.


 


(a)           
Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with
the laws of the state of California, without giving effect to principles of conflicts of law. For purposes of litigating any dispute
that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the
state of California and agree that any such litigation shall be conducted only in the courts of California or the federal courts of the
United States located in California and no other courts.


 


(b)           
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the
subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written,
between them relating to the subject matter hereof.


 


(c)           
Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of
any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.


 


(d)           
Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations
of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement
may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior
written consent of the Company.


 


(e)           
Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address
as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page,
at the most recent address set forth in the Company’s books and records.


 


(f)           
Severability. If one or more provisions of this Agreement are held to be unenforceable under Applicable Law, the
parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement
shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.


 






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(g)           
Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties
hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto,
and no ambiguity shall be construed in favor of or against any one of the parties hereto.


 


(h)           
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned
copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original
and valid signature.


 






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Country-Specific Addendum


 


This
Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who are working
or residing in the countries listed below and that may be material to Optionee’s participation in the Plan. Such notices, disclaimers,
and/or terms and conditions may also apply, as from the date of grant, if the Optionee moves to or otherwise is or becomes subject to
the Applicable Laws or Company policies of the country listed. However, because foreign exchange regulations and other local laws are
subject to frequent change, Optionee is advised to seek advice from his or her own personal legal and tax advisor prior to accepting
or exercising an Option or holding or selling Shares acquired under the Plan. The Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding Optionee’s acceptance of the Option or participation in the Plan.
Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan, the Notice of Stock Option
Grant and the Stock Option Agreement. This Addendum forms part of the Stock Option Agreement and should be read in conjunction with the
Stock Option Agreement and the Plan.


 


Securities
Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under
the control of any local securities regulator outside the United States. The Stock Option Agreement (of which this Addendum is a part),
the Notice of Stock Option Grant, the Plan, and any other communications or materials that you may receive regarding participation in
the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described
in any Plan-related documents is not intended for public offering or circulation in your jurisdiction.


 






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EXHIBIT
A


 


Embark Trucks
Inc.


 


2016
Stock Plan


 


EARLY EXERCISE
NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT


 


This
Agreement (“Agreement”) is made as of _______________ by and between Embark Trucks Inc., a Delaware corporation
(the “Company”), and <Optionee Name> (“Purchaser”). To the extent any capitalized terms used
in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2016 Stock Plan (the “Plan”)
and the Option Agreement (as defined below).


 


2.            Exercise
of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to purchase _____________
shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Plan, the Notice of Stock Option
Grant and the Stock Option Agreement granted __________ (the “Option Agreement”). Of these Shares, Purchaser has elected
to purchase _______________ of those Shares which have become vested as of the date hereof under the Vesting Schedule set forth in the
Notice of Stock Option Grant (the “Vested Shares”)
and _____________ Shares which have not yet vested under such Vesting Schedule (the “Unvested
Shares”). The purchase price for the Shares shall be USD <409a Valutaion> per Share for a total purchase price
of USD $__________. The term “Shares”
refers to the purchased Shares and all securities received in connection with the Shares pursuant to stock dividends or splits, all securities
received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or
additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.


 


3.            Time
and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office
of the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate exercise price by any method
listed in Section 4 of the Option Agreement, and the satisfaction of any applicable tax, withholding, required deductions or other
payments, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares to Purchaser
by entering such Shares in Purchaser’s name as of such date in the books and records of the Company or, if applicable, a duly authorized
transfer agent of the Company, against payment of the exercise price therefor by Purchaser. The Company will deliver to Purchaser a stock
certificate or, upon request in the case of uncertificated securities, a notice of issuance, for the Shares as soon as practicable following
such date.


 


4.            Limitations
on Transfer. Purchaser acknowledges and agrees that the Shares purchased under this Agreement are subject to (i)
the transfer restrictions set forth in Section 12 of the Plan, (ii) the terms and conditions that apply to the Company’s Common
Stock, as set forth in the Company’s Bylaws, as may be in effect at the time of any proposed transfer (the “Bylaw Provisions”),
and (iii) any other limitation or restriction on transfer created by Applicable Laws. In addition to the foregoing limitations on transfer,
Purchaser shall not assign, encumber or dispose of any interest in the Shares while the Shares are subject to the Company’s Repurchase
Option (as defined below). After any Shares have been released from such Repurchase Option, Purchaser shall not assign, encumber or dispose
of any interest in the Shares except to the extent permitted by, and in compliance with, Section 12 of the Plan, the Bylaw Provisions,
Applicable Laws, and the provisions below.


 






     


     


    

 


(a)           Repurchase
Option.


 


(i)          In
the event of the voluntary or involuntary termination of Purchaser’s Continuous Service Status with the Company for any reason
(including, without limitation, resignation, death or Disability), with or without Cause, the Company shall upon the date of such termination
(the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a
period of 3 months from such date to repurchase all or any portion of the Unvested Shares (as defined below) held by Purchaser as of
the Termination Date at the original purchase price per Share (adjusted for any stock splits, stock dividends and the like) specified
in Section 1. As used herein, “Unvested Shares” means Shares that have not yet been released from the Repurchase
Option.


 


(ii)         Unless
the Company notifies Purchaser within 3 months from the Termination Date that it does not intend to exercise its Repurchase Option with
respect to some or all of the Unvested Shares, the Repurchase Option shall be deemed automatically exercised by the Company as of the
end of such 3-month period following the Termination Date, provided that the Company may notify Purchaser that it is exercising its Repurchase
Option as of a date prior to the end of such 3-month period. Unless Purchaser is otherwise notified by the Company pursuant to the preceding
sentence that the Company does not intend to exercise its Repurchase Option as to some or all of the Unvested Shares to which it applies
at the time of termination, execution of this Agreement by Purchaser constitutes written notice to Purchaser of the Company’s intention
to exercise its Repurchase Option with respect to all Unvested Shares to which such Repurchase Option applies. The Company, at its choice,
may satisfy its payment obligation to Purchaser with respect to exercise of the Repurchase Option by either (A) delivering a check
to Purchaser in the amount of the purchase price for the Unvested Shares being repurchased, or (B) in the event Purchaser is indebted
to the Company, canceling an amount of such indebtedness equal to the purchase price for the Unvested Shares being repurchased, or (C) by
a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. In the event of
any deemed automatic exercise of the Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company,
such indebtedness equal to the purchase price of the Unvested Shares being repurchased shall be deemed automatically canceled as of the
end of such 3-month period following the Termination Date unless the Company otherwise satisfies its payment obligations. As a result
of any repurchase of Unvested Shares pursuant to this Section 3, the Company shall become the legal and beneficial owner of the
Unvested Shares being repurchased and shall have all rights and interest therein or related thereto, and the Company shall have the right
to transfer to its own name the number of Unvested Shares being repurchased by the Company, without further action by Purchaser.


 


(iii)        One
hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from
the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released
from the Repurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall immediately cease as of
the Termination Date. Fractional shares shall be rounded down to the nearest whole share.


 






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(b)           Transfer
Restrictions; Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes
referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation
of law), the Company shall first, to the extent the Company’s approval is required by the Plan or any applicable Bylaw Provisions,
have the right to approve such sale or transfer, in full or in part, and shall then have the right to purchase all or any part of the
Shares proposed to be sold or transferred, in each case, in its sole and absolute discretion (the “Right of First Refusal”).
If the Holder would like to sell or transfer any Shares, the Holder must provide the Company or its assignee(s) with a Notice (as defined
below) requesting approval to sell or transfer the Shares and offering the Company or its assignee(s) a Right of First Refusal on the
same terms and conditions set forth in this Section 3(b). The Company may either (1) exercise its Right of First Refusal in
full or in part and purchase such Shares pursuant to this Section 3(b), (2) decline to exercise its Right of First Refusal in full
or in part and permit the transfer of such Shares to the Proposed Transferee (as defined below) in full or in part or (3) decline
to exercise its Right of First Refusal in full or in part and, to the extent the Company’s approval is required by the Plan or
any applicable Bylaw Provisions, decline the request to sell or transfer the Shares in full or in part.


 


(i)          Notice
of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (A) the Holder’s intention to sell or otherwise transfer such Shares; (B) the name of each proposed purchaser
or other transferee (“Proposed Transferee”); (C) the number of Shares to be sold or transferred to each Proposed
Transferee; (D) the terms and conditions of each proposed sale or transfer, including (without limitation) the purchase price for
such Shares (the “Purchase Price”); and (E) the Holder’s offer to the Company or its assignee(s) to purchase
the Shares at the Purchase Price and upon the same terms (or terms that are no less favorable to the Company).


 


(ii)         Exercise
of Right of First Refusal. At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) shall deliver
a written notice to the Holder indicating whether the Company and/or its assignee(s) elect to permit or reject the proposed sale or transfer,
in full or in part, and/or elect to accept or decline the offer to purchase any or all of the Shares proposed to be sold or transferred
to any one or more of the Proposed Transferees, at the Purchase Price, provided that if the Purchase Price consists of no legal consideration
(as, for example, in the case of a transfer by gift), the purchase price will be the fair market value of the Shares as determined in
good faith by the Company. If the Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration
shall be determined by the Company in good faith.


 


(iii)        Payment.
Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash (by check), by cancellation
of all or a portion of any outstanding indebtedness, or by any combination thereof within 60 days after receipt of the Notice or in the
manner and at the times set forth in the Notice.


 






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(iv)        Holder’s
Right to Transfer. If any of the Shares proposed in the Notice to be sold or transferred to a given Proposed Transferee are both
(A) not purchased by the Company and/or its assignee(s) as provided in this Section 3(b) and (B) approved by the Company
to be sold or transferred, then the Holder may sell or otherwise transfer any such Shares to the applicable Proposed Transferee at the
Purchase Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice;
provided that any such sale or other transfer is also effected in accordance with the Bylaw Provisions, the transfer restrictions set
forth in the Plan and any Applicable Laws and the Proposed Transferee agrees in writing that the Plan, the Bylaw Provisions, and the
provisions of the Option Agreement and this Agreement, including this Section 3 and the waiver of statutory information rights in
Section 10, shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its
legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with Applicable Laws. If the Shares described
in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other
terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its
assignees shall again have the right to approve such transfer and be offered the Right of First Refusal.


 


(v)         Exception
for Certain Family Transfers. Anything to the contrary contained in this Section 3(b) notwithstanding, the transfer of any
or all of the Shares during Holder’s lifetime or on Holder’s death by will or intestacy to Holder’s Immediate Family
or a trust for the benefit of Holder’s Immediate Family shall be exempt from the provisions of this Section 3(b). “Immediate
Family” as used herein shall mean lineal descendant or antecedent, spouse (or spouse’s antecedents), father, mother,
brother or sister (or their descendants), stepchild (or their antecedents or descendants), aunt or uncle (or their antecedents or descendants),
brother-in-law or sister-in-law (or their antecedents or descendants) and shall include adoptive relationships, or any person sharing
Holder’s household (other than a tenant or an employee). In such case, the transferee or other recipient shall receive and hold
the Shares so transferred subject to the provisions of the Plan, the Bylaw Provisions, and the provisions of the Option Agreement and
this Agreement, including this Section 3 and Section 10, and there shall be no further transfer of such Shares except in accordance
with the terms of this Section 3, the Plan and the Bylaw Provisions.


 


(c)           Company’s
Right to Purchase upon Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including
death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(b)(v) above) of all or a portion of the Shares
by the record holder thereof, the Company shall have an option to purchase any or all of the Shares transferred at the Fair Market Value
of the Shares on the date of transfer (as determined by the Company in its sole discretion). Upon such a transfer, the Holder shall promptly
notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period
of 30 days following receipt by the Company of written notice from the Holder.


 


(d)           Assignment.
The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital
stock of the Company or other persons or organizations.


 






    -4-


     


    

 


(e)            Restrictions
Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject
to the Plan, the Bylaw Provisions, and the provisions of the Option Agreement and this Agreement, including, without limitation, Section
7 of the Option Agreement, Sections 3 and 10 of this Agreement and Section 12 of the Plan and, including, insofar as applicable,
the Repurchase Option. In the event of any purchase by the Company hereunder where the Shares or interest are held by a transferee, the
transferee shall be obligated, if requested by the Company, to transfer the Shares or interest to the Purchaser for consideration equal
to the amount to be paid by the Company hereunder. In the event the Repurchase Option is deemed exercised by the Company pursuant to
Section 3(a)(ii) hereof, the Company may deem any transferee to have transferred the Shares or interest to Purchaser prior to their
purchase by the Company, and payment of the purchase price by the Company to such transferee shall be deemed to satisfy Purchaser’s
obligation to pay such transferee for such Shares or interest, and also to satisfy the Company’s obligation to pay Purchaser for
such Shares or interest. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are satisfied.


 


(f)            Termination
of Rights. The transfer restrictions set forth in Section 3(b) above and Section 12 of the Plan, the Right of First Refusal granted
the Company by Section 3(b) above and the right to repurchase the Shares in the event of an involuntary transfer granted the Company
by Section 3(c) above shall terminate upon (i) the first sale of Common Stock of the Company to the general public pursuant to a
registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act (other than
a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee incentive
or benefit plan) or (ii) any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the Company
with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent corporation
thereof is registered under the Exchange Act. Upon termination of such transfer restrictions, the Company will remove any stop-transfer
notices referred to in Section 7(b) below and related to the restrictions in this Section 3 and a new stock certificate or,
in the case of uncertificated securities, notice of issuance, for the Shares not repurchased shall be issued, on request, without the
legend referred to in Section 7(a)(ii) below and delivered to Holder.


 


(g)           Lock-Up
Agreement. The lock-up provisions set forth in Section 7 of the Option Agreement shall apply to the Shares issued upon exercise
of the Option hereunder and Purchaser reaffirms Purchaser’s obligations set forth therein.


 


5.            Escrow
of Unvested Shares. For purposes of facilitating the enforcement of the provisions of Section 3(a) above,
Purchaser agrees to deliver a Stock Power in the form attached to this Agreement as Exhibit A executed by Purchaser and by
Purchaser’s spouse (if required for transfer), in blank, and such stock certificate(s), if any, to the Secretary of the Company,
or the Secretary’s designee, to hold such Shares (and such stock certificate(s), if any) and Stock Power in escrow and to take
all such actions and to effectuate all such transfers and/or releases as are required in accordance with the terms of this Agreement.
Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the escrow holder
with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest
and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party).
The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign
at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any
or no reason, the Board shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.


 






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6.            Investment
and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company
the following:


 


(a)            Purchaser
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for Purchaser’s
own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning
of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares
to any other person or entity.


 


(b)           Purchaser
understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.


 


(c)            Purchaser
further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is
under no obligation to register the securities.


 


(d)           Purchaser
is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale
of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such
issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides
no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144, which rule requires, among
other things, that the Company be subject to the reporting requirements of the Exchange Act, that resales of securities take place only
after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales
of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this Section 5(d), Purchaser
acknowledges and agrees to the restrictions set forth in Section 5(e) below.


 


(e)            Purchaser
further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities
Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that
Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing
to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial
burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their own risk.


 


(f)            Purchaser
represents that Purchaser is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)
under the Securities Act. Purchaser also agrees to notify the Company if Purchaser becomes subject to such disqualifications after the
date hereof.


 


(g)           Purchaser
understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition
of the Shares and that Purchaser is not relying on the Company for any tax advice.


 






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7.           Voting
Provisions. As a condition precedent to entering into this Agreement, at the request of the Company, Purchaser shall become a
party to any voting agreement to which the Company is a party at the time of Purchaser’s execution and delivery of this Agreement,
as such voting agreement may be thereafter amended from time to time (the “Voting Agreement”), by executing an adoption
agreement or counterpart signature page agreeing to be bound by and subject to the terms of the Voting Agreement and to vote the Shares
in the capacity of a “Common Holder” and a “Stockholder,” as such terms may be defined in the Voting Agreement.


 


8.           Restrictive
Legends and Stop-Transfer Orders.


 


(a)            Legends.
Any stock certificate or, in the case of uncertificated securities, any notice of issuance, for the Shares shall bear the following
legends (as well as any legends required by the Company or applicable state and federal corporate and securities laws):


 


(i)          “THE
SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933.”


 


(ii)         “THE
SECURITIES referenced herein MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN
AGREEMENT BETWEEN THE Company AND THE stockholder, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE SECRETARY OF THE Company
at no charge.”


 


(iii)        “THE
TRANSFER OF the SECURITIES referenced herein IS SUBJECT TO certain transfer RESTRICTIONS set forth in THE COMPANY’S Stock PLAN,
COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY SHALL NOT REGISTER
OR OTHERWISE RECOGNIZE OR GIVE EFFECT TO ANY PURPORTED TRANSFER OF SECURITIES THAT DOES NOT COMPLY WITH such transfer restrictions.”


 


(iv)        Any
legend required by the Voting Agreement, as applicable.


 






    -7-


     


    

 


(b)           Stop-Transfer
Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities,
it may make appropriate notations to the same effect in its own records.


 


(c)            Refusal
to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement or the Plan or (ii) to treat as owner of such Shares or to accord
the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


(d)           Required
Notices. Purchaser acknowledges that the Shares are issued and shall be held subject to all the provisions of this Section 7,
the Certificate of Incorporation and the Bylaws of the Company and any amendments thereto, copies of which are on file at the principal
office of the Company. A statement of all of the rights, preferences, privileges and restrictions granted to or imposed upon the respective
classes and/or series of shares of stock of the Company and upon the holders thereof may be obtained by any stockholder upon request
and without charge, at the principal office of the Company, and the Company will furnish any stockholder, upon request and without charge,
a copy of such statement. Purchaser acknowledges that the provisions of this Section 7 shall constitute the notices required by Sections
151(f) and 202(a) of the Delaware General Corporation Law and the Purchaser hereby expressly waives the requirement of Section 151(f)
of the Delaware General Corporation Law that it receive the written notice provided for in Sections 151(f) and 202(a) of the Delaware
General Corporation Law within a reasonable time after the issuance of the Shares.


 


9.            No
Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company,
or a parent, subsidiary or affiliate of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason,
with or without cause.


 






    -8-


     


    

 


10.         Section 83(b)
Election.


 


(a)            Purchaser
understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”),
taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the
difference between the amount paid for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares
lapse. In this context, “restriction”
means the right of the Company to buy back the Shares pursuant to the Repurchase Option set forth in Section 3(a) of this Agreement.
Purchaser understands that Purchaser may elect to be taxed at the time the Shares are purchased, rather than when and as the Repurchase
Option expires, by filing an election under Section 83(b) (an “83(b)
Election”) of the Code with the Internal Revenue Service within 30 days from the date of purchase. Even if the Fair
Market Value of the Shares at the time of the execution of this Agreement equals the amount paid for the Shares, the election must be
made to avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser understands that failure
to file such an election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that
an additional copy of such election form should be filed with his or her federal income tax return for the calendar year in which the
date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income
taxation with respect to purchase of the Shares hereunder, does not purport to be complete, and is not intended or written to be used,
and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser
to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign
country in which Purchaser may reside, and the tax consequences of Purchaser’s death, and Purchaser has consulted, and has been
fully advised by, Purchaser’s own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult
such a tax advisor. Purchaser further acknowledges that neither the Company nor any subsidiary or representative of the Company has made
any warranty or representation to Purchaser with respect to the tax consequences of Purchaser’s purchase of the Shares or of the
making or failure to make an 83(b) Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE
FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING
ON PURCHASER’S BEHALF.


 


(b)           Purchaser
agrees that he or she will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement
of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Attachment B.
Purchaser further agrees that he or she will execute and submit with the Acknowledgment a copy of the 83(b) Election attached hereto
as Attachment C (for tax purposes in connection with the early exercise of an option) if Purchaser has indicated in the Acknowledgment
his or her decision to make such an election.


 


11.          Waiver
of Statutory Information Rights. Purchaser acknowledges and understands that, but for the waiver made herein, Purchaser would
be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts
from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries
of the Company, if any, under the circumstances and in the manner provided in Section 220 of the Delaware General Corporation Law (any
and all such rights, and any and all such other rights of Purchaser as may be provided for in Section 220, the “Inspection Rights”).
In light of the foregoing, until the first sale of Common Stock of the Company to the general public pursuant to a registration statement
filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, Purchaser hereby
unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised or pursued directly or
indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly commence, voluntarily aid in
any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise
the Inspection Rights. The foregoing waiver applies to the Inspection Rights of Purchaser in Purchaser’s capacity as a stockholder
and shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing waiver shall not apply
to any contractual inspection rights of Purchaser under any written agreement with the Company.


 






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12.          Miscellaneous.


 


(a)            Governing
Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the
state of California, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly
or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the state of California and
agree that any such litigation shall be conducted only in the courts of California or the federal courts of the United States located
in California and no other courts.


 


(b)           Entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein
and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating
to the subject matter hereof.


 


(c)           Amendments
and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement
shall constitute a waiver of that provision as to that or any other instance.


 


(d)           Successors
and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder,
will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
The Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily
or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.


 


(e)            Notices.
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient
when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or
registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature
page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set
forth in the Company’s books and records.


 


(f)            Severability.
If one or more provisions of this Agreement are held to be unenforceable under Applicable Law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if
such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.


 






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(g)           Construction.
This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


(h)           Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force
and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.


 


(i)            Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required
by Applicable Law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means. Purchaser hereby
consents to (i) conduct business electronically (ii) receive such documents and notices by such electronic delivery and (iii) sign documents
electronically and agrees to participate through an on-line or electronic system established and maintained by the Company or a third
party designated by the Company.


 


(j)            California
Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART
OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION
25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON
THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.


 


[Signature
Page Follows]


 






    -11-


     


    

 



 


The parties have executed this
Early Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above.


 


	 	the company:




 


	 	Embark Trucks Inc.




 


	 	By:	 




(Signature)


 


	 	Name:	 
	 	Title:	 




 


	 	Address:
	 	 
	 	 
	 	 




 


	 	PURCHASER:




 


	 	 
	 	(Print Name)




 


 


	 	 
	 	(Signature) 




 


	 	Address:
	 	 
	 	 
	 	 




 


	 	Email:	 




 






     


     


    

 


I, ______________________, spouse of ____________________ (“Purchaser”),
have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase
the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community
property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse
as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under the Agreement.


 


	 	 
	 	Spouse of Purchaser (if applicable)




 






     


     


    

 


 


ATTACHMENT A


 


STOCK POWER


 


FOR
VALUE RECEIVED, the undersigned (“Holder”), hereby sells, assigns and transfers unto __________________________________________________
(“Transferee”) ___________________ shares of the Common Stock of Embark Trucks Inc., a Delaware corporation
(the “Company”), standing in Holder’s name on the Company’s books as Certificate No. [U]CS-____ whether
held in certificated or uncertificated form, and does hereby irrevocably constitute and appoint ____________________________________
to transfer said stock on the books of the Company with full power of substitution in the premises.


 


	Dated:
    _________________________	HOLDER:




 


	 	 
	 	(Print Name)




 


	 	 
	 	(Signature)




 


	 	 
	 	Spouse of Holder (if applicable)




 


This Stock Power may only be used as authorized
by the Early Exercise Notice and Restricted Stock Purchase Agreement between the Holder and the Company, dated __________ and the exhibits
thereto.


 


Instructions:
Please do not fill in any blanks other than the signature line. The purpose of this Stock Power is to enable the Company
to exercise its repurchase option set forth in the Agreement without requiring additional signatures on the part of Holder.


 



     


     


    




 


IF
YOU WISH TO MAKE A SECTION 83(B) ELECTION, THE FILING OF SUCH ELECTION
IS YOUR RESPONSIBILITY.


 


THE
FORM FOR MAKING THIS SECTION 83(B) ELECTION IS ATTACHED TO THIS AGREEMENT.


 


YOU
MUST FILE THIS FORM WITHIN 30 DAYS OF PURCHASING THE SHARES.


 


YOU
(AND NOT THE COMPANY, ANY OF ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR FILING SUCH FORM WITH THE IRS, EVEN IF YOU
REQUEST THE COMPANY, ITS AGENTS OR ANY OTHER PERSON TO MAKE THIS FILING ON YOUR BEHALF AND EVEN IF THE COMPANY, ANY OF ITS AGENTS OR
ANY OTHER PERSON HAs PREVIOUSLY MADE THIS FILING ON YOUR BEHALF.


 


The
election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center where
you file your tax returns. See www.irs.gov.


 






     


     


    

 


ATTACHMENT B


 


ACKNOWLEDGMENT AND STATEMENT OF DECISION

REGARDING SECTION 83(b) ELECTION


 


The
undersigned has entered into a stock purchase agreement with Embark Trucks Inc., a Delaware corporation (the “Company”),
pursuant to which the undersigned is purchasing _________ shares of Common Stock of the Company (the “Shares”). In
connection with the purchase of the Shares, the undersigned hereby represents as follows:


 


1.                 
The undersigned has carefully reviewed the stock purchase agreement pursuant to which the undersigned is purchasing the Shares.


 


2.                 
The undersigned either [check and complete as applicable]:


 


(a)              
____ has consulted, and has been fully advised by, the undersigned’s own tax advisor, __________________________, whose
business address is _____________________________, regarding the federal, state and local tax consequences of purchasing the Shares,
and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986,
as amended (the “Code”) and pursuant to the corresponding provisions, if any, of applicable state law; or


 


(b)              
____ has knowingly chosen not to consult such a tax advisor.


 


3.                 
The undersigned hereby states that the undersigned has decided [check as applicable]:


 


		(a)	___
                                            to make an election pursuant to Section 83(b) of the Code, and is submitting to the
                                            Company, together with the undersigned’s executed stock purchase agreement, an executed
                                            form entitled “Election Under Section 83(b) of the Internal Revenue Code of 1986;”
                                            or



 


		(b)	___
                                            not to make an election pursuant to Section 83(b) of the Code.



 


4.                 
Neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned
with respect to the tax consequences of the undersigned’s purchase of the Shares or of the making or failure to make an election
pursuant to Section 83(b) of the Code or the corresponding provisions, if any, of applicable state law.


 


	Dated:
    _________________________	Purchaser:




 


	 	 
	 	(Print Name)




 


 


	 	 
	 	(Signature)




 


	 	 
	 	Spouse of Purchaser (if applicable)




 






     


     


    




 


ATTACHMENT C


 


ELECTION
UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986


 


The undersigned taxpayer hereby elects, pursuant
to Section 83(b) of the Internal Revenue Code, to include in taxpayer’s gross income or alternative minimum taxable income,
as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer’s
receipt of the property described below:


 


		1.	The
                                            name, address, taxpayer identification number and taxable year of the undersigned are as
                                            follows:



 


NAME OF TAXPAYER: _______________


 


NAME OF SPOUSE: ________________


 


ADDRESS:____________________

 __________ ______

 United States


 


IDENTIFICATION NO. OF TAXPAYER: _______________________


 


IDENTIFICATION NO. OF SPOUSE: _______________________


 


TAXABLE YEAR: _______________________


 


2.                 
The property with respect to which the election is made is described as follows:


 


_______________________
shares of the Common Stock of Embark Trucks Inc., a Delaware corporation (the “Company”).


 


3.                 
The date on which the property was transferred is: _______________________


 


4.                 
The property is subject to the following restrictions:


 


Repurchase option at cost in favor of the Company upon termination
of taxpayer’s employment or consulting relationship.


 


		5.	The
                                            fair market value at the time of transfer, determined without regard to any restriction other
                                            than a restriction which by its terms will never lapse, of such property is: USD $_______________________.



 


6.                 
The amount (if any) paid for such property: USD $_______________________.


 






     


     


    

 


The undersigned has submitted a copy of this statement to the person
for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee
of such property is the person performing the services in connection with the transfer of said property.


 


The
undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.


 


	Dated:
    _________________________	Purchaser:




 


	 	 
	 	(Signature)




 


 


	 	 
	 	Spouse of Purchaser (if applicable)







 






    -2-


     


    

 



 


EXHIBIT B



 


Embark Trucks
Inc.


 


2016
Stock Plan


 


EXERCISE
AGREEMENT


 


This
Exercise Agreement (this “Agreement”) is made as of _______________, by and between Embark Trucks Inc., a Delaware
corporation (the “Company”), and <Optionee Name> (“Purchaser”). To the extent any capitalized
terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2016 Stock Plan (the
 “Plan”) and the Option Agreement (as defined below).


 


1.                 
Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option
to purchase _____________ shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Plan,
the Notice of Stock Option Grant and the Stock Option Agreement granted __________ (the “Option Agreement”). The purchase
price for the Shares shall be USD <409a Valutaion> per Share for a total purchase price of USD $___________. The term “Shares”
refers to the purchased Shares and all securities received in connection with the Shares pursuant to stock dividends or splits, all securities
received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or
additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.


 


2.                 
Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal
office of the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate exercise price by
any method listed in Section 4 of the Option Agreement, and the satisfaction of any applicable tax, withholding, required deductions
or other payments, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares
to Purchaser by entering such Shares in Purchaser’s name as of such date in the books and records of the Company or, if applicable,
a duly authorized transfer agent of the Company, against payment of the exercise price therefor by Purchaser. The Company will deliver
to Purchaser a stock certificate or, upon request in the case of uncertificated securities, a notice of issuance, for the Shares as soon
as practicable following such date.


 


3.                 
Limitations on Transfer. Purchaser acknowledges and agrees that the Shares purchased under this Agreement are subject
to (i) the transfer restrictions set forth in Section 12 of the Plan, (ii) the terms and conditions that apply to the Company’s
Common Stock, as set forth in the Company’s Bylaws, as may be in effect at the time of any proposed transfer (the “Bylaw
Provisions”), and (iii) any other limitation or restriction on transfer created by Applicable Laws. Purchaser shall not assign,
encumber or dispose of any interest in the Shares except to the extent permitted by, and in compliance with, Section 12 of the Plan,
the Bylaw Provisions, Applicable Laws, and the provisions below.





 






    


     


    

 


(a)              
 Transfer Restrictions; Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser
(either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer
by gift or operation of law), the Company shall first, to the extent the Company’s approval is required by the Plan or any applicable
Bylaw Provisions, have the right to approve such sale or transfer, in full or in part, and shall then have the right to purchase all
or any part of the Shares proposed to be sold or transferred, in each case, in its sole and absolute discretion (the “Right
of First Refusal”). If the Holder would like to sell or transfer any Shares, the Holder must provide the Company or its assignee(s)
with a Notice (as defined below) requesting approval to sell or transfer the Shares and offering the Company or its assignee(s) a Right
of First Refusal on the same terms and conditions set forth in this Section 3(a). The Company may either (1) exercise its Right
of First Refusal in full or in part and purchase such Shares pursuant to this Section 3(a), (2) decline to exercise its Right of
First Refusal in full or in part and permit the transfer of such Shares to the Proposed Transferee (as defined below) in full or in part
or (3) decline to exercise its Right of First Refusal in full or in part and, to the extent the Company’s approval is required
by the Plan or any applicable Bylaw Provisions, decline the request to sell or transfer the Shares in full or in part.


 


(i)                
Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (A) the Holder’s intention to sell or otherwise transfer such Shares; (B) the name of each proposed purchaser
or other transferee (“Proposed Transferee”); (C) the number of Shares to be sold or transferred to each Proposed
Transferee; (D) the terms and conditions of each proposed sale or transfer, including (without limitation) the purchase price for
such Shares (the “Purchase Price”); and (E) the Holder’s offer to the Company or its assignee(s) to purchase
the Shares at the Purchase Price and upon the same terms (or terms that are no less favorable to the Company).


 


(ii)             
Exercise of Right of First Refusal. At any time within 30 days after receipt of the Notice, the Company and/or its
assignee(s) shall deliver a written notice to the Holder indicating whether the Company and/or its assignee(s) elect to permit or reject
the proposed sale or transfer, in full or in part, and/or elect to accept or decline the offer to purchase any or all of the Shares proposed
to be sold or transferred to any one or more of the Proposed Transferees, at the Purchase Price, provided that if the Purchase Price
consists of no legal consideration (as, for example, in the case of a transfer by gift), the purchase price will be the fair market value
of the Shares as determined in good faith by the Company. If the Purchase Price includes consideration other than cash, the cash equivalent
value of the non-cash consideration shall be determined by the Company in good faith.


 


(iii)           
Payment. Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash
(by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within 60 days after receipt
of the Notice or in the manner and at the times set forth in the Notice.


 


(iv)            
Holder’s Right to Transfer. If any of the Shares proposed in the Notice to be sold or transferred to a given
Proposed Transferee are both (A) not purchased by the Company and/or its assignee(s) as provided in this Section 3(a) and (B)
approved by the Company to be sold or transferred, then the Holder may sell or otherwise transfer any such Shares to the applicable Proposed
Transferee at the Purchase Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after
the date of the Notice; provided that any such sale or other transfer is also effected in accordance with the Bylaw Provisions, the transfer
restrictions set forth in the Plan and any Applicable Laws and the Proposed Transferee agrees in writing that the Plan, the Bylaw Provisions,
and the provisions of the Option Agreement and this Agreement, including this Section 3 and the waiver of statutory information
rights in Section 8, shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation
with its legal counsel, may require the Holder to provide an opinion of counsel evidencing compliance with Applicable Laws. If the Shares
described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price
or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or
its assignees shall again have the right to approve such transfer and be offered the Right of First Refusal.


 






    -2-


     


    

 


(v)              
Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding,
the transfer of any or all of the Shares during Holder’s lifetime or on Holder’s death by will or intestacy to Holder’s
Immediate Family or a trust for the benefit of Holder’s Immediate Family shall be exempt from the provisions of this Section 3(a).
 “Immediate Family” as used herein shall mean lineal descendant or antecedent, spouse (or spouse’s antecedents),
father, mother, brother or sister (or their descendants), stepchild (or their antecedents or descendants), aunt or uncle (or their antecedents
or descendants), brother-in-law or sister-in-law (or their antecedents or descendants) and shall include adoptive relationships, or any
person sharing Holder’s household (other than a tenant or an employee). In such case, the transferee or other recipient shall receive
and hold the Shares so transferred subject to the provisions of the Plan, the Bylaw Provisions, and the provisions of the Option Agreement
and this Agreement, including this Section 3 and Section 8, and there shall be no further transfer of such Shares except in accordance
with the terms of this Section 3, the Plan and the Bylaw Provisions.


 


(b)              
Company’s Right to Purchase upon Involuntary Transfer. In the event of any transfer by operation of law or
other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(v)
above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase any or all of the
Shares transferred at the Fair Market Value of the Shares on the date of transfer (as determined by the Company in its sole discretion).
Upon such a transfer, the Holder shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares
shall be provided to the Company for a period of 30 days following receipt by the Company of written notice from the Holder.


 


(c)              
Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any
holder or holders of capital stock of the Company or other persons or organizations.


 


(d)              
Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such
Shares or interest subject to the Plan, the Bylaw Provisions, and the provisions of the Option Agreement and this Agreement, including,
without limitation, Section 7 of the Option Agreement, Sections 3 and 8 of this Agreement and Section 12 of the Plan. Any sale or
transfer of the Shares shall be void unless the provisions of this Agreement are satisfied.


 






    -3-


     


    

 


(e)              
Termination of Rights. The transfer restrictions set forth in Section 3(a) above and Section 12 of the Plan, the
Right of First Refusal granted the Company by Section 3(a) above and the right to repurchase the Shares in the event of an involuntary
transfer granted the Company by Section 3(b) above shall terminate upon (i) the first sale of Common Stock of the Company to the
general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under
the Securities Act (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination
or an employee incentive or benefit plan) or (ii) any transfer or conversion of Shares made pursuant to a statutory merger or statutory
consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation or any
direct or indirect parent corporation thereof is registered under the Exchange Act. Upon termination of such transfer restrictions, the
Company will remove any stop-transfer notices referred to in Section 6(b) below and related to the restrictions in this Section 3
and a new stock certificate or, in the case of uncertificated securities, notice of issuance, for the Shares not repurchased shall be
issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Holder.


 


(f)               
Lock-Up Agreement. The lock-up provisions set forth in Section 7 of the Option Agreement shall apply to the
Shares issued upon exercise of the Option hereunder and Purchaser reaffirms Purchaser’s obligations set forth therein.


 


4.                 
Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to
the Company the following:


 


(a)              
Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about
the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment
for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention
to transfer the Shares to any other person or entity.


 


(b)              
Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.


 


(c)              
Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the
Company is under no obligation to register the securities.


 


(d)              
Purchaser is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits
limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or
from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands
that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144,
which rule requires, among other things, that the Company be subject to the reporting requirements of the Exchange Act, that resales
of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain
circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding
this Section 4(d), Purchaser acknowledges and agrees to the restrictions set forth in Section 4(e) below.


 






    -4-


     


    

 


(e)              
Purchaser further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding
the fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons
proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will
have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that
such persons and their respective brokers who participate in such transactions do so at their own risk.


 


(f)               
Purchaser represents that Purchaser is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii) under the Securities Act. Purchaser also agrees to notify the Company if Purchaser becomes subject to such disqualifications
after the date hereof.


 


(g)              
Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition
of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.


 


5.                 
Voting Provisions. As a condition precedent to entering into this Agreement, at the request of the Company, Purchaser
shall become a party to any voting agreement to which the Company is a party at the time of Purchaser’s execution and delivery
of this Agreement, as such voting agreement may be thereafter amended from time to time (the “Voting Agreement”),
by executing an adoption agreement or counterpart signature page agreeing to be bound by and subject to the terms of the Voting Agreement
and to vote the Shares in the capacity of a “Common Holder” and a “Stockholder,” as such terms may be defined
in the Voting Agreement.


 


6.                 
Restrictive Legends and Stop-Transfer Orders.


 


(a)              
Legends. Any stock certificate or, in the case of uncertificated securities, any notice of issuance, for the Shares
shall bear the following legends (as well as any legends required by the Company or applicable state and federal corporate and securities
laws):


 


(i)                
“THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 






    -5-


     


    

 


(ii)             
“THE SECURITIES referenced herein
MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE Company AND THE stockholder, A COPY OF WHICH IS ON FILE
WITH AND MAY BE OBTAINED FROM THE SECRETARY OF THE Company at no charge.”


 


(iii)           
“THE TRANSFER OF THE SECURITIES referenced herein IS SUBJECT TO CERTAIN TRANSFER
RESTRICTIONS SET FORTH IN THE COMPANY’S STOCK PLAN, COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS
PRINCIPAL PLACE OF BUSINESS. THE COMPANY SHALL NOT REGISTER OR OTHERWISE RECOGNIZE OR GIVE EFFECT TO ANY PURPORTED TRANSFER OF SECURITIES
THAT DOES NOT COMPLY WITH SUCH TRANSFER RESTRICTIONS.”


 


(iv)            
Any legend required by the Voting Agreement, as applicable.


 


(b)              
Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein,
the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers
its own securities, it may make appropriate notations to the same effect in its own records.


 


(c)              
Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been
sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan or (ii) to treat as owner of such
Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


(d)              
Required Notices. Purchaser acknowledges that the Shares are issued and shall be held subject to all the provisions
of this Section 6, the Certificate of Incorporation and the Bylaws of the Company and any amendments thereto, copies of which are on
file at the principal office of the Company. A statement of all of the rights, preferences, privileges and restrictions granted to or
imposed upon the respective classes and/or series of shares of stock of the Company and upon the holders thereof may be obtained by any
stockholder upon request and without charge, at the principal office of the Company, and the Company will furnish any stockholder, upon
request and without charge, a copy of such statement. Purchaser acknowledges that the provisions of this Section 6 shall constitute the
notices required by Sections 151(f) and 202(a) of the Delaware General Corporation Law and the Purchaser hereby expressly waives the
requirement of Section 151(f) of the Delaware General Corporation Law that it receive the written notice provided for in Sections 151(f)
and 202(a) of the Delaware General Corporation Law within a reasonable time after the issuance of the Shares.


 


7.                 
 No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the
Company, or a parent, subsidiary or affiliate of the Company, to terminate Purchaser’s employment or consulting relationship, for
any reason, with or without cause.


 






    -6-


     


    

 


8.                 
Waiver of Statutory Information Rights. Purchaser acknowledges and understands that, but for the waiver made herein,
Purchaser would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make
copies and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books
and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the Delaware
General Corporation Law (any and all such rights, and any and all such other rights of Purchaser as may be provided for in Section 220,
the “Inspection Rights”). In light of the foregoing, until the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities
Act of 1933, as amended, Purchaser hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights
would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly
or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of
action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver applies to the Inspection Rights of Purchaser
in Purchaser’s capacity as a stockholder and shall not affect any rights of a director, in his or her capacity as such, under Section
220. The foregoing waiver shall not apply to any contractual inspection rights of Purchaser under any written agreement with the Company.


 


9.                 
Miscellaneous.


 


(a)              
Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with
the laws of the state of California, without giving effect to principles of conflicts of law. For purposes of litigating any dispute
that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the
state of California and agree that any such litigation shall be conducted only in the courts of California or the federal courts of the
United States located in California and no other courts.


 


(b)              
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the
subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written,
between them relating to the subject matter hereof.


 


(c)              
Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of
any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.


 


(d)              
 Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations
of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement
may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior
written consent of the Company.


 






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(e)              
Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited
in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address
as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page,
at the most recent address set forth in the Company’s books and records.


 


(f)               
Severability. If one or more provisions of this Agreement are held to be unenforceable under Applicable Law, the
parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement
shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.


 


(g)              
Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties
hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto,
and no ambiguity shall be construed in favor of or against any one of the parties hereto.


 


(h)              
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned
copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original
and valid signature.


 


(i)                
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement
or any notices required by Applicable Law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic
means. Purchaser hereby consents to (i) conduct business electronically (ii) receive such documents and notices by such electronic delivery
and (iii) sign documents electronically and agrees to participate through an on-line or electronic system established and maintained
by the Company or a third party designated by the Company.


 


(j)                
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT
BEEN QUALIFIED WITH THE COMMISSIONER OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT
OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.


 


[Signature Page Follows]


 






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The parties have executed this Exercise Agreement
as of the date first set forth above.


 





		the company:
	 	 
		Embark Trucks
    Inc.
	 	 
		By:	        
		(Signature)
	 	 
		Name:	 
		Title:	 
	 	 
		Address:
	 	 
	 	 
	 	 
	 	 
		PURCHASER:
	 	 
	 	 
		(Print
    Name)
	 	 
	 	 
		(Signature)
	 	 
		Address:
	 	 
	 	 
	 	 
	 	Email:	 
	 	 












 






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I, ____________________, spouse of ____________________
(“Purchaser”), have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting
my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and
further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise or waiver of any rights under
the Agreement.


 


	 	 
	
	Spouse of Purchaser (if applicable)




 



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