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. III, a Delaware corporation (the “Company”), Northern Genesis Capital III LLC, a Delaware
limited liability company (“NGC”), and each Purchaser (as defined herein) that executes and delivers from time
to time a Purchaser Joinder hereto (as defined herein), and amends and restates that certain Forward Purchase Agreement dated March 23,
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-fourth of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one share of Common Stock at an exercise
price of $11.50 per share (the “Warrants,” and the Warrants included in the Public Units, the “Public
Warrants”);


 


WHEREAS, following the closing
of the IPO (the “IPO Closing”), the Company 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)
$35,000,000 (the “Minimum Amount”), plus (b) any portion of the next $40,000,000 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-eighth 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.


 


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-eighth of a Warrant. For the avoidance of doubt, neither
the Forward Purchase Shares nor any other Forward Purchase Securities constitute “IPO Shares” as defined in the Amended and
Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and, as such, do not
have any rights of redemption, rights to conversion into cash, or rights to any liquidating distributions from any funds held in the trust
account established by the Company for the benefit of the Company’s public stockholders upon the IPO Closing (the “Trust
Account”).


 






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1.3. 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”).


 


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.


 






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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.


 


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.


 






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


 


2.2.5. Performance
of Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by 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.


 


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.


 






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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.”


 


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.


 






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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).


 


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.


 


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.


 






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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.


 


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;


 






    8


     


    

 


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.


 


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.


 


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.


 






    9


     


    

 


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.


 


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.


 






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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).


 


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.


 






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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.


 


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


 


Northern Genesis
Acquisition Corp. III


4801 Main Street,
Suite 1000


Kansas City,
MO 64112


Attn: Chief Financial
Officer


Email: ken.manget@northerngenesis.com


 


with a copy to the Company’s counsel
at:


 


Husch Blackwell LLP


4801 Main Street, Suite 1000


Kansas City, Missouri 64112


Attn: James G. Goettsch


E-mail: jim.goettsch@huschblackwell.com


 






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


 


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


 


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


 


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


 


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


 


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


 


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.


 






    13


     


    

 


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.


 


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]


 




    14


     


    

 


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


 


	NGC:	NORTHERN GENESIS CAPITAL III LLC
	 	 	 
	 	By:	Northern Genesis Holdings, Inc.,
	 		its Managing Member



 


	 	By:	/s/ Ian Robertson
	 	 	Name:	 Ian Robertson
	 	 	Title: 	President



 


	 	Address for Notices:
	 	 
	 	Northern Genesis Capital III 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. III
	 	 	 	 
	 	By:	/s/ Ian Robertson
	 	 	Name:	 Ian Robertson
	 	 	Title:	 Chief Executive Officer



 


[Signature Page to NG-III 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. III (the “Company”),
Northern Genesis Capital III LLC (“NGC”) and each Purchaser that executes and delivers a Purchaser Joinder thereto.
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement.


 


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


 


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.]


 


 






		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


     


    

 


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


 


	PURCHASER:	 
	 	Name of Purchaser



 


	 	By:	   
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	(if signing on behalf of entity)



 


	 	Initial Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	 



 


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



 


	NORTHERN GENESIS CAPITAL III LLC	 
	 	 	 
	By:	Northern Genesis Holdings, Inc.,	 
	 	its Managing Member	 



 


	By:	 	 
	 	Ian Robertson, President	 



 


 


 


Exhibit A - 2