Exhibit 10.1


 


Execution Version


 


AMENDED
AND RESTATED


FORWARD
PURCHASE AGREEMENT


 


This
Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of April 21, 2021 between
Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), Northern Genesis Capital II
LLC, a Delaware limited liability company (f/k/a Northern Genesis Capital LLC) (“NGC”), and each Purchaser
(as defined herein) that executes and delivers from time to time a Purchaser Joinder hereto (as defined herein), and amends and restates
that certain Forward Purchase Agreement dated January 11, 2021 between the Company and NGC.


 


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


 


WHEREAS,
the Company recently completed an initial public offering (“IPO”) of the Company’s units (the “Public
Units”) at a price of $10.00 per Public Unit, each comprised of one share of common stock of the Company, par value $0.0001
per share (the “Common Stock,” and the shares of Common Stock included in the Public Units, the “Public
Shares”), and one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one share
of Common Stock at an exercise price of $11.50 per share (the “Warrants,” and the Warrants included in the
Public Units, the “Public Warrants”);


 


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


 


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


 






     


     


    

 


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


 


1.
Commitment.


 


1.1.
Priority. The Company hereby agrees that, as a condition to and as part of any issuance and sale of any equity securities of the
Company pursuant to a PIPE Transaction in connection with its initial Business Combination, the Company shall irrevocably offer to issue
and sell to the members of NGC (or any affiliates of any such member designated thereby), on a private placement basis pursuant to this
Agreement, Forward Purchase Securities (as defined herein) in an aggregate dollar amount (the “FPA Offering Amount”)
equal to (a) $50,000,000 (the “Minimum Amount”), plus (b) any portion of the next $25,000,000 of equity securities
to be issued in any PIPE Transaction (the “Additional Amount”) that no other person has a right to purchase
(or that such other persons fail to purchase when offered) pursuant to the terms of any other Forward Purchase Agreement (such sum, the
“Maximum Amount”); provided, however, that each of the Minimum Amount and the Additional Amount shall be reduced
in the same proportion, if any, by which the aggregate dollar amount of such PIPE Transaction is less than $75,000,000. As used herein:


 


1.1.1.
“PIPE Transaction” means a private placement of equity securities (including, without limitation, pursuant
to this Agreement and, as applicable, any other Forward Purchase Agreement) in connection with and by a party to the Company’s
initial Business Combination, to institutional accredited investors solely in their capacity as such, and not due to the unique status
of an investor (or any affiliate thereof) in relation to the Business Combination or in relation to a party thereto other than the Company,
such status including but not limited to (a) an existing ownership interest in any party to the Business Combination other than the Company,
(b) an intended cornerstone interest in the post-transaction company, as evidenced by governance rights, transfer restrictions, or other
terms and conditions (other than registration rights) not generally applicable to the holders of securities of the post-transaction company,
(c) an existing or intended material or strategic commercial relationship with the post-transaction company, or (d) the role of such
investor (or any affiliate thereof) in the origination of such Business Combination.


 


1.1.2.
“Forward Purchase Agreement” means any agreement entered into by the Company and any other party thereto, whether
prior to or upon or following the date hereof, but in any case prior to the disclosure to such party of any proposed initial Business
Combination of the Company, that grants to such party the right or option, whether conditional or unconditional, to subscribe for and
purchase equity securities of the Company pursuant to a PIPE Transaction.


 


1.2.
Terms of the Forward Purchase Securities.


 


1.2.1.
As used herein, “Forward Purchase Securities” means forward purchase units (each, a “Forward Purchase
Unit”) at a price of $10.00 per Forward Purchase Unit, each such Forward Purchase Unit consisting of one share of Common
Stock (a “Forward Purchase Share”) and one-sixth of one redeemable Warrant (each such whole Warrant, a “Forward
Purchase Warrant”); provided, that such number of Forward Purchase Shares and Forward Purchase Warrants shall be subject
to adjustment in accordance with any conversion or exchange ratio applicable to the Company’s Public Shares and Public Warrants
in connection with the Company’s initial Business Combination.


 






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1.2.2.
Except as provided in Section 3 below, following the Closing, (a) each Forward Purchase Share shall have the same terms as a Public
Share, (b) each Forward Purchase Warrant shall have the same terms as a Public Warrant; and (c) each Forward Purchase Unit shall have
the same terms as a Public Unit except that a Forward Purchase Unit shall include only one-sixth of a Warrant. For the avoidance of doubt,
neither the Forward Purchase Shares nor any other Forward Purchase Securities constitute “IPO Shares” as defined in the Amended
and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and, as such,
do not have any rights of redemption, rights to conversion into cash, or rights to any liquidating distributions from any funds held
in the trust account established by the Company for the benefit of the Company’s public stockholders upon the IPO Closing (the
“Trust Account”).


 


1.3.
Offer to Sell.


 


1.3.1.
If the Company desires to issue and sell equity securities pursuant to a PIPE Transaction, then no later than fifteen (15) days prior
to entering into any definitive agreement binding the Company to effect (subject to any conditions and qualifications set forth in such
agreement) its initial Business Combination (a “Business Combination Agreement”), the Company shall give written
notice to NGC (an “FPA Offering Notice”), which shall state the Company’s bona fide intention to enter
into a Business Combination Agreement, and specify all relevant details of the proposed sale and purchase of Forward Purchase Securities
pursuant hereto, including (a) the FPA Offering Amount, (b) any modifications to the price, terms and/or conditions of such sale and
purchase specified herein, to the extent required by Section 1.3.2, and (c) any terms and conditions of such sale and purchase
that are not specified herein, and the proposed form of any Subscription Agreement (as defined below) that may be required by the Company
to be executed by a Purchaser as a condition to such sale and purchase, in each case to the extent permitted by Section 1.3.3.


 


1.3.2.
Except as otherwise provided in Section 4.1, but notwithstanding any other provision of this Agreement, in the event that the
purchase price or other terms and conditions of purchase granted by the Company with respect to the purchase of equity securities of
the Company pursuant to a PIPE Transaction are more favorable to any purchaser in any material respect than the price or other terms
or conditions set forth herein, the price and/or terms and conditions hereunder shall be modified, or deemed modified, to match such
other more favorable price, terms and/or conditions.


 


1.3.3.
The Company shall have the right to specify terms of and conditions to the purchase of Forward Purchase Securities hereunder that are
not specified herein, to the extent and only to the extent that such terms and conditions (a) apply equally to all purchases of equity
securities of the Company pursuant to a PIPE Transaction, and (b) are not inconsistent with the terms and conditions specified herein.
In addition, as a condition to the sale and purchase of Forward Purchase Securities hereunder, the Company shall have the right to require
that each Purchaser execute and deliver to the Company a subscription agreement in form and substance identical to that executed and
delivered by any other persons concurrently subscribing for equity securities in the Company on a private placement basis, subject to
such changes as may be required thereto so as to reflect, and not be inconsistent with, the terms and conditions of this Agreement (a
“Subscription Agreement”).


 






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1.4.
Confirmation by NGC.


 


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


 


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


 


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


 


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


 


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


 






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1.4.3.
The Company acknowledges that, notwithstanding anything to the contrary set forth herein, this Agreement is neither a commitment nor
an obligation of any Purchaser to purchase any Forward Purchase Securities unless and until a Purchaser Joinder is delivered by and on
behalf of such Purchaser in accordance with Section 1.4.2. For the avoidance of doubt, it shall be in the sole and absolute discretion
of each member of NGC (and any affiliate thereof) whether to deliver a Purchaser Joinder, and the no member of NGC (nor any affiliate
thereof) shall have any liability or obligation hereunder with respect to the purchase of any Forward Purchase Securities if for any
reason, in its sole and absolute discretion, a Purchaser Joinder is not delivered by or on behalf of such entity within fifteen (15)
days after receipt of an FPA Offering Notice from the Company.


 


2.
Closing and Closing Conditions.


 


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


 


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


 


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


 


2.2.2.
Subscription Agreement. To the extent required by the Company, each Purchaser shall have executed and delivered to the Company
a Subscription Agreement.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


2.3.8.
Business Combination Terms. No amendment or modification of the Business Combination Agreement shall have occurred that would
materially and adversely affect the economic benefits that such Purchaser would reasonably expect to receive under this Agreement without
having received such Purchaser’s prior written consent.


 


2.3.9.
NYSE Listing. The Company shall have obtained approval of the New York Stock Exchange to list the Forward Purchase Shares and
Forward Purchase Warrants, subject to official notice of issuance, and no suspension of the qualification thereof for offering or sale
or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred.


 


2.3.10.
Additional Conditions. All other conditions to the purchase of the Forward Purchase Securities under this Agreement as may be
specified by the Company in the FPA Offering Notice or pursuant to the terms of a Subscription Agreement, as applicable, shall have been
satisfied.


 


3.
Restrictions on Transfer; Registration Rights.


 


3.1.
Securities Law Restrictions. The Forward Purchase Securities are being offered and sold pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, and can be offered, sold or transferred only pursuant to registration
under the Securities Act or an available exemption from registration under the Securities Act. Each Purchaser hereby agrees not to offer,
sell, or transfer all or any part of the Forward Purchase Securities unless, prior thereto (a) a registration statement on the appropriate
form under the Securities Act and applicable state securities laws with respect to such Forward Purchase Securities proposed to be transferred
shall then be effective or (b) the Company has received an opinion of counsel for the Company that such registration is not required
because such transaction is exempt from registration under the Securities Act and the rules promulgated by the U.S. Securities and Exchange
Commission (the “SEC”) thereunder and under all applicable state securities laws. All certificates representing
Forward Purchase Securities shall have endorsed thereon a legend substantially as follows:


 


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


 






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3.2.
Registration Rights. The Company hereby confirms and agrees that each Purchaser and any subsequent holder of any Forward Purchase
Securities sold and purchased hereunder will be entitled to registration rights with respect to such Forward Purchase Securities pursuant
to the terms of any registration rights agreement benefitting any other purchasers of equity securities pursuant to the PIPE Transaction
or, in the absence of the foregoing, that certain Amended and Restated Registration Rights Agreement dated as of the date hereof between
the Company and certain other parties thereto (the “Registration Rights Agreement”).


 


3.3.
No Short Sales. Each Purchaser hereby agrees that, from the date hereof until the closing of the Company’s initial Business
Combination, neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will engage in any Short
Sales with respect to securities of the Company. For purposes of this Section 3.3, “Short Sales” shall
include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange
Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage
arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and
any transactions having like effect through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding anything to the contrary
set forth herein, (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with any
Purchaser that have no knowledge of this Agreement or of any Purchaser’s participation in the transactions contemplated in this
Agreement (including any Purchaser’s controlled affiliates and/or other affiliates) from entering into any Short Sales and (ii)
in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of
such Purchaser’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers
managing other portions of such Purchaser’s assets, this Section 3.3 shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase Forward Purchase Securities pursuant to this Agreement.


 


4.
Additional Agreements and Acknowledgements.


 


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


 


4.2.
Other Forward Purchase Agreements. The Company shall not enter into any Forward Purchase Agreement (or any agreement related thereto
or any amendment of any of the foregoing) that (a) provides any purchaser thereunder and its affiliates, taken as a whole, rights to
purchase pursuant to a PIPE Transaction equity securities of the Company having terms, or for a per-security price, that are more favorable
than the terms of the Forward Purchase Securities and per-security price hereunder, unless the Company offers to modify the terms of
this Agreement as necessary to render the terms of the Forward Purchase Securities and per-security price hereunder materially equivalent
to such other more favorable terms; or (b) reduces the FPA Offering Amount hereunder to less than the Minimum Amount (other than by reason
of proportional reduction of the Minimum Amount in the event that the aggregate dollar amount of the PIPE Transaction is less than $75,000,000).


 






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4.3.
No Vote on Business Combination. The Purchasers acknowledge and agree that if the Company seeks stockholder approval of a proposed
Business Combination, the Forward Purchase Securities shall not be issued and outstanding as of the record date for any stockholder meeting
at which such vote shall be held and, as such, none of the Forward Purchase Securities shall be entitled to vote at any such meeting
on the Business Combination or any other matter on which a vote is held thereat.


 


4.4.
No Rights to Redemption or Liquidating Distributions. The Purchasers acknowledge and agree that the issuance and sale of the Forward
Purchase Securities to each Purchaser, if any, is pursuant to a private placement of such securities and not pursuant to the IPO (and
as such, no Forward Purchase Securities constitute “IPO Shares” as defined in the Certificate of Incorporation), and is conditioned
upon the substantially concurrent closing of a Business Combination. As such, the Purchasers further acknowledge and agree that (a) neither
any Purchaser nor any other holder of any Forward Purchase Securities is entitled to participate with respect to any Forward Purchase
Securities in any tender offer conducted by the Company in connection with any Business Combination, (b) neither any Purchaser nor any
other holder of any Forward Purchase Securities is entitled to elect to have any such Forward Purchase Securities converted into or redeemed
for cash in connection with any Business Combination or any amendment of the Certificate of Incorporation, and (c) neither any Purchaser
nor any other holder of any Forward Purchase Securities is entitled to participate with respect to any Forward Purchase Securities in
any liquidating distributions from the Trust Account.


 


4.5.
Waiver of Claims Against Trust. NGC and each Purchaser hereby acknowledges that it is aware that the Company has established the
Trust Account for the benefit of the Company’s public stockholders upon the IPO Closing. NGC and each Purchaser hereby agrees that
it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, except for redemption and liquidation
rights, if any, that NGC or such Purchaser may have in respect of any Public Shares that may be held by NGC or such Purchaser from time
to time. NGC and each Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind
(“Claim”) to, or to any monies in the Trust Account, and hereby irrevocably waives any Claim to, or to any
monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, that NGC or
such Purchaser may have in respect of any Public Shares held by NGC or such Purchaser from time to time. In the event NGC or any Purchaser
has any Claim against the Company under this Agreement, NGC or such Purchaser shall pursue such Claim solely against the Company and
its assets outside the Trust Account and not against the property or any monies in the Trust Account.


 






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4.6.
Disclosure. NGC and each Purchaser hereby acknowledges and consents to the disclosure by the Company of the existence and terms
of this Agreement, including without limitation in any confidential or public filing made with the SEC, and the inclusion of a copy of
this Agreement as an exhibit to any such filing. Within four (4) business days following the execution and delivery of this Agreement
by the Company and NGC, the Company will file with the SEC a Current Report on Form 8-K, disclosing the entry into this Agreement and
attaching a copy of this Agreement as an Exhibit thereto. In addition, the Company shall, within one (1) business day following the later
of (a) the entry by the Company into a Business Combination Agreement, and (b) the execution and delivery of a Confirmation and one or
more Purchaser Joinders hereunder, or the entry into one or more Subscription Agreements as may be required by the Company pursuant hereto,
issue one or more press releases or file with the SEC a Current Report on Form 8-K disclosing all material terms of the transactions
contemplated hereby, the Business Combination and any other material, nonpublic information that the Company has provided to any Purchaser
at any time prior to such filing.


 


4.7.
Use of Any Purchaser’s Name. Subject to Section 4.6, the Company will not, without the written consent of such actual
or prospective Purchaser in each instance, use in advertising, publicity or otherwise the name of any actual or prospective Purchaser
or any of its affiliates, or any director, officer or employee of any actual or prospective Purchaser or any of its affiliates, nor any
trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by any actual
or prospective Purchaser or any of its affiliates or any information relating to the business or operations of any actual or prospective
Purchaser or any of its affiliates (including, for the avoidance of doubt, any investment vehicles, funds or accounts managed thereby).
Notwithstanding the foregoing, the Company may disclose any Purchaser’s name and information concerning such Purchaser (a) to
the extent required by law, regulation or regulatory request, including in a registration statement or (b) to the Company’s lawyers,
independent accountants and to other advisors and service providers who reasonably require such Purchaser’s information in connection
with the provision of services to the Company, are advised of the confidential nature of such information and are obligated to keep such
information confidential; provided, however, that the Company agrees to provide to any such Purchaser, for such Purchaser’s review
in advance of the submission, filing or disclosure of such document, any disclosure with respect to such Purchaser or any of its affiliates
in any registration statement, proxy statement or other document in connection with the transactions contemplated by this Agreement,
and will not make any such submission, filing or disclosure without including any revisions reasonably requested in writing by such Purchaser
or to the extent such Purchaser has a good faith objection to such submission, filing or disclosure.


 


4.8.
Additional PIPE Financing. If the Company undertakes a PIPE Transaction in connection with its initial Business Combination in
an aggregate dollar amount in excess of $75,000,000 (such excess amount, an “Additional PIPE Financing”), the
Company shall communicate with Counterparty regarding such opportunity and, to the extent requested in writing by Counterparty, shall
use its commercially reasonable efforts to obtain, for Counterparty (and any affiliates as may be designated by Counterparty), a priority
right to participate in such Additional PIPE Financing in an amount equal to the lesser of (a) an amount equal to 200% of the Counterparty
FPA Offering Amount, reduced in the same proportion, if any, by which the aggregate dollar amount of such Additional PIPE Financing is
less than $150,000,000, or (b) the amount specified in writing by Counterparty. The terms of any such Additional PIPE Financing, including
the securities to be issued pursuant thereto, and any participation by Counterparty or any of its affiliates therein, shall be governed
solely by the subscription or other agreements executed by Counterparty (and any of its affiliates) and the Company in connection with
such Additional PIPE Financing and not by the terms of this Agreement.


 






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4.9.
Alternative PIPE Financing. If an entity other than the Company is to be the surviving public issuer of securities pursuant to
the Company’s initial Business Combination and undertakes a PIPE Transaction in connection with such Business Combination (an “Alternative
PIPE Financing”), the Company shall cause such issuer to give effect to the rights of Counterparty hereunder in relation
to such Alternative PIPE Transaction (and any Additional PIPE Financing in relation thereto) as if the Company were the issuer of securities
pursuant to such Alternative PIPE Transaction, subject to such equitable changes to the terms hereof as may be necessary to give effect
to the substitution of such issuer for the Company hereunder.


 


5.
Termination.


 


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


 


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


 


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


 


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


 


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


 






    11


     


    

 


6.
Representations and Warranties.


 


6.1.
Representations and Warranties of each Purchaser. Except for the specific representations and warranties contained in this Section
6.1 and in any Purchaser Joinder and Subscription Agreement, if any, as may be delivered pursuant hereto, neither NGC nor any Purchaser,
nor any affiliate of any of the foregoing, nor any person acting on behalf of any of the foregoing (the “Purchaser Parties”)
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to NGC, any Purchaser
or this offering, and the Purchaser Parties disclaim any such representation or warranty. NGC and each Purchaser, as applicable and in
each case severally and not jointly, hereby represents and warrants to the Company as follows:


 


6.1.1.
Organization and Authority. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization and has all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. All
entity action necessary for the authorization, execution, delivery, and performance of this Agreement by NGC or such Purchaser, as applicable,
and the consummation thereby of the transactions contemplated hereby has been taken. This Agreement constitutes the valid and legally
binding obligation of NGC or such Purchaser, as applicable, enforceable against NGC or such Purchaser, as applicable, in accordance with
its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is
sought in a proceeding at law or in equity).


 


6.1.2.
No Conflicts or Consents. The execution and delivery of this Agreement (including by execution and delivery of any Purchaser Joinder)
by NGC or such Purchaser, as applicable, and the performance of this Agreement and the consummation by NGC or such Purchaser, as applicable,
of the transactions contemplated hereby do not violate, conflict with or constitute a default under (a) the organizational documents
of NGC or such Purchaser, as applicable, (b) any agreement, indenture or instrument to which NGC or such Purchaser, as applicable, is
a party, (c) any law, statute, rule or regulation to which NGC or such Purchaser, as applicable, is subject, or (d) any agreement, order,
judgment or decree to which NGC or such Purchaser, as applicable, is subject. No governmental, administrative or other third-party consents
or approvals are required, necessary or appropriate on the part of NGC or such Purchaser, as applicable, in connection with the transactions
contemplated by this Agreement.


 


6.1.3.
No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting NGC or
such Purchaser, as applicable, which (a) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated
by this Agreement or (b) question the validity or legality of any of such transactions or seek to recover damages or to obtain other
relief in connection with any such transactions.


 


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


 






    12


     


    

 


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


 


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


 


6.1.7.
Access to Information; Independent Investigation. Prior to its execution of this Agreement (including by execution of a Purchaser
Joinder), such Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Company concerning
an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain
additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, such Purchaser
has relied solely on such Purchaser’s own knowledge and understanding of the Company and its business based upon such Purchaser’s
own due diligence investigation and the information furnished pursuant to this paragraph.


 


6.1.8.
Accredited Investor. NGC and such Purchaser, as applicable, is an “accredited investor” as such term is defined in
Rule 501(a) of Regulation D under the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private
placement exemption applicable to “accredited investors” or similar exemptions under federal and state law.


 


6.1.9.
Investment Purposes. Such Purchaser is purchasing the Forward Purchase Securities solely for investment purposes and not with
a view towards the further distribution or dissemination thereof. Neither NGC nor such Purchaser, as applicable, decided to enter into
this Agreement (including by execution of a Purchaser Joinder) as a result of any general solicitation or general advertising within
the meaning of Rule 502 under the Securities Act.


 


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


 






    13


     


    

 


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


 


6.1.12.
Residence. The principal place of business of NGC or such Purchaser, as applicable, is the office or offices located at the address
thereof set forth on the signature page to this Agreement (in the case of NGC) or the signature page to the Purchaser Joinder executed
by such Purchaser.


 


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


 


6.1.14.
Non-Reliance. Except for the specific representations and warranties expressly made by the Company in Section 6.2 of this
Agreement and in any Purchaser Joinder or Subscription Agreement, if any, as may be delivered pursuant hereto, NGC or such Purchaser,
as applicable, has not relied and is not relying upon any other representations or warranties that may have been made by any of the Company
Parties (defined below) in connection with the transactions contemplated by this Agreement.


 


6.2.
Representations and Warranties of the Company. Except for the specific representations and warranties contained in this Section
6.2 and in any Purchaser Joinder and Subscription Agreement, if any, as may be delivered pursuant hereto, none of the Company, any
person on behalf of the Company or any of the Company’s other affiliates (collectively, the “Company Parties”)
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this
offering, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. The Company
hereby represents and warrants to NGC and each Purchaser as follows:


 


6.2.1.
Organization and Authority. The Company is duly organized, validly existing and in good standing under the laws of the state of
Delaware and has all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. All entity
action on the part of the Company necessary for the authorization, execution, delivery, and performance of this Agreement by the Company
and the consummation by the Company of the transactions contemplated hereby has been taken. This Agreement constitutes the valid and
legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).


 






    14


     


    

 


6.2.2.
No Conflicts, Consents or Filings. The execution, delivery and performance of this Agreement and the consummation by the Company
of the transactions contemplated hereby do not violate, conflict with or constitute a default under (a) the organizational documents
of the Company, (b) any agreement, indenture or instrument to which the Company is a party, (c) any law, statute, rule or regulation
to which the Company is subject, or (d) any agreement, order, judgment or decree to which the Company is subject. Assuming the accuracy
of the representations and warranties made by NGC and the Purchasers in this Agreement, no governmental, administrative or other third-party
consents or approvals are required, necessary or appropriate on the part of the Company in connection with the transactions contemplated
by this Agreement, other than FINRA and New York Stock Exchange consents and approvals as may be required, and filings pursuant to Regulation
D of the Securities Act, and applicable state laws, if any, and pursuant to the Registration Rights Agreement.


 


6.2.3.
No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which (a) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or
(b) question the validity or legality of any such transactions or seek to recover damages or to obtain other relief in connection with
any such transactions.


 


6.2.4.
Valid Issuance of and Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Forward
Purchase Securities and the securities issuable upon exercise of the Forward Purchase Warrants, when issued in accordance with the terms
of the Forward Purchase Warrants and this Agreement, will be duly and validly issued, fully paid and non-assessable, as applicable. Upon
issuance in accordance with, and payment by or on behalf of a Purchaser pursuant to, the terms hereof, such Purchaser will have or receive
good title to such Forward Purchase Securities, free and clear of all liens, claims, preemptive or similar rights, taxes and charges
with respect to the issue thereof, and restrictions on transfer encumbrances of any kind, other than (a) transfer restrictions under
federal and state securities laws, and (b) liens, claims or encumbrances imposed due to the actions of such Purchaser. Assuming the accuracy
of the representations of each Purchaser in this Agreement and subject to the filings described in Section 6.2.2 above,
the Forward Purchase Securities will be issued to such Purchaser in compliance with all applicable federal and state securities laws.


 


6.2.5.
No General Solicitation. No form of general solicitation or general advertising within the meaning of Regulation D of the Securities
Act was used by the Company or any of its representatives in connection with the offer and sale of the Forward Purchase Securities.


 






    15


     


    

 


6.2.6.
No Disqualifying Event. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities
Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company
Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3), is applicable. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under
the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).


 


6.2.7.
SEC Reports. Except as subsequently reflected in an amendment or restatement as necessary to give effect to any change in law
or accounting standards, or to give effect to any subsequent interpretation of any of the foregoing, as of their respective dates (a)
all reports (the “SEC Reports”) required to be filed by the Company with the SEC since its Registration Statement
on Form S-1 with respect to its Public Units and until the date hereof under Sections 13 or 15(d) of the Exchange Act, complied in all
material respects with the requirements of the Exchange Act and none of the SEC Reports, when filed, contained any untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and (b) the financial statements of the Company included
in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with
respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, year-end audit adjustments.


 


6.2.8.
No Brokers. No broker, finder or similar intermediary has acted for or on behalf of the Company or any of its respective affiliates
in connection with this Agreement or the transactions contemplated hereby and no broker, finder, agent or similar intermediary is entitled
to any broker’s, finder’s or similar fee or other commission in connection therewith.


 


6.2.9.
Non-Reliance. Except for the specific representations and warranties expressly made by NGC or the Purchasers (severally, and not
jointly) in Section 6.1 and in any Purchaser Joinder or Subscription Agreement, if any, as may be delivered pursuant hereto, the
Company has not relied and is not relying upon any other representations or warranties that may have been made by any of the Purchaser
Parties in connection with the transactions contemplated by this Agreement.


 


7.
General.


 


7.1.
Further Assurances. Each party agrees to execute such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.


 






    16


     


    

 


7.2.
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed
effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by
electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next business day, (c) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business
day delivery, with written verification of receipt. All communications to NGC shall be sent to NGC at the address set forth on the signature
page to this Agreement or to such other address as NGC my specify by written notice to the Company; all communications to any Purchaser
shall be sent to such Purchaser at the address set forth on the signature page to such Purchaser’s Purchaser Joinder or to such
other address as such Purchaser my specify by written notice to the Company; and all communications to the Company shall be sent to the
following address or to such other address as the Company my specify by written notice to NGC and each Purchaser:


 


Northern
Genesis Acquisition Corp. II


4801
Main Street, Suite 1000


Kansas
City, MO 64112


Attn:
Chief Financial Officer


Email:
ken.manget@northerngenesis.com


 


with
a copy to the Company’s counsel at:


 


Husch
Blackwell LLP


4801
Main Street, Suite 1000


Kansas
City, Missouri 64112


Attn:
James G. Goettsch


E-mail:
jim.goettsch@huschblackwell.com


 


7.3.
Entire Agreement. This Agreement, together with the Registration Rights Agreement and any other agreements that are delivered
pursuant hereto or referenced herein, constitute the entire agreement and understanding of the parties hereto in respect of its subject
matter and supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


7.4.
Amendments; Waivers. The terms and provisions of this Agreement may be modified or amended only by written agreement executed
(a) prior to the delivery of a Confirmation, by the Company and NGC; and (b) following the delivery of a Confirmation, by the Company,
NGC and each Purchaser. The terms and provisions of this Agreement may be waived only by written document executed by the party entitled
to the benefits of such terms or provisions. No such waiver shall be deemed to be or shall constitute a waiver or consent with respect
to any other terms or provisions of this Agreement, and any such waiver shall be effective only in the specific instance and for the
purpose for which it was given and shall not constitute a continuing waiver.


 


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


 






    17


     


    

 


7.6.
No Third-Party Beneficiaries. Except for the express rights of any member of NGC (or any affiliate of such member designated thereby)
to elect to become a party hereto by execution and delivery of a Purchaser Joinder, nothing in this Agreement shall be construed to create
any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of
this Agreement.


 


7.7.
Governing Law; Jurisdiction. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance
with and governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without
giving effect to the conflict of law principles thereof. Each party hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, irrevocably submits to such jurisdiction, and waives any objection that such courts
represent an inconvenient forum.


 


7.8.
Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof,
contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the
extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall
nevertheless remain in full force and effect.


 


7.9.
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between any parties hereto, shall operate as a waiver of any such right, power or remedy of
such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement
shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand.


 


7.10.
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or
in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of any of the parties.


 


7.11.
Several Undertakings. Nothing contained herein, in any other Forward Purchase Agreement or Subscription Agreement, or in the Business
Combination Agreement, and no action taken by NGC, any Purchaser, any other investor or the Company pursuant hereto or thereto, shall
be deemed to constitute any of NGC, any Purchaser, the other investors, or the Company as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that NGC, any Purchaser, the other investors or the Company are in any way acting
in concert or as a group (including any group acting for the purpose of acquiring, holding or disposing of equity securities of the Company
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act)) with respect to such obligations or the transactions contemplated by
this Agreement, any other Forward Purchase Agreement or Subscription Agreement, or the Business Combination Agreement.


 






    18


     


    

 


7.12.
Expenses. Each of the Company, NGC, and any Purchaser will bear its own costs and expenses incurred in connection with the preparation,
execution and performance of this Agreement, any Subscription Agreement and the consummation of the transactions contemplated hereby,
including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants, except that the Company
will reimburse legal fees reasonably incurred by NGC and the Purchasers or any of their respective affiliates in connection herewith
and the transactions contemplated hereby in an aggregate amount (including NGC, each Purchaser, and all of their respective affiliates,
collectively and not severally) up to $50,000 promptly following the Closing of the purchase of Forward Purchase Securities under the
terms hereof by one or more of such parties and receipt by the Company of an invoice therefor. The Company shall be responsible for the
fees of its transfer agent, stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Forward
Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Warrants.


 


7.13.
Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


7.14.
Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such signature page were an original thereof.


 


[Signature
Page Follows]


 






    19


     


    

 


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


 


	 	NGC:	NORTHERN GENESIS CAPITAL
    II LLC
	 	 	 	 
	 	 	By:	Northern Genesis Holdings, Inc.,
	 	 	 	its Managing Member
	 	 	 	 
	 	 	By:	/s/
    Ian Robertson
	 	 	 	Name: Ian Robertson
	 	 	 	Title: President
	 	 	 	 
	 	 	Address
                                            for Notices:


 


Northern
Genesis Capital II LLC


c/o
Northern Genesis Holdings, Inc.


4801
Main Street, Suite 1000


Kansas
City, Missouri 64112


Attention:
President





Email:
ian.robertson@northerngenesis.com



	 	 	 
	 	COMPANY:    	NORTHERN GENESIS ACQUISITION
    CORP. II
	 	 	 	 
	 	 	By:	/s/
    Ian Robertson
	 	 	 	Name: Ian Robertson
	 	 	 	Title: Chief Executive Officer



 


[Signature Page to NG-II Forward Purchase Agreement - NGC]


 






     


     


    

 





EXHIBIT
A


 


FORM
OF PURCHASER JOINDER


 


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


 


This
Joinder constitutes a “Purchaser Joinder” under and to that certain Amended and Restated Forward Purchase Agreement dated
April 21, 2021 (as amended from time to time, the “Agreement”), between Northern Genesis Acquisition Corp.
II (the “Company”), Northern Genesis Capital II LLC (“NGC”) and each Purchaser that
executes and delivers a Purchaser Joinder thereto. Capitalized terms used but not defined herein shall have the respective meanings ascribed
to such terms in the Agreement.


 


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


 


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


 


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


 


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


 


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


 


 


 





 






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


 






    Exhibit A - 1


     


    

 


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


 


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


 


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


 


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


 


[Signature
page follows.]








    Exhibit A - 2


     


    

 


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


 





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


 


 


	ACKNOWLEDGED AND CONFIRMED:	 
	 	 	 
	NORTHERN GENESIS ACQUISITION CORP. II	 
	 	 	 
	By:		 
	 	Ian Robertson, Chief Executive Officer	 
	 	 	 
	NORTHERN GENESIS CAPITAL II LLC	 
	By:	Northern Genesis Holdings, Inc.,	 
	 	its Managing Member	 
	 	 	 
	By:	 	 
	 	Ian Robertson, President	 


 


 


Exhibit A - 3