Amendment to Registration Rights Agreement, dated April 21, 2021
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT (this “Amendment”) is entered into as of the 21st day of April, 2021, and hereby amends that certain Registration Rights Agreement, dated January 12th 2021, by and among Northern Genesis Acquisition Corp. II, a Delaware corporation (the “Company”), and each of the “Investors” identified therein (the “Agreement”), and is executed by all such parties to the Agreement.
WHEREAS, Northern Genesis Sponsor II LLC (“Sponsor”) executed the Agreement as an “Investor” on the basis of being the holder of the Founder Shares and Private Placement Warrants, and of rights to subscribe for Working Capital Warrants;
WHEREAS, and Northern Genesis Capital II LLC (f/k/a Northern Genesis Capital LLC) (“NGC”) executed the Agreement as an “Investor” as the representative of Persons having rights to subscribe for common shares and warrants of the Company under the terms of that certain Forward Purchase Agreement, dated as of January 11, 2021, between the Company and NGC (the “Original FPA”);
WHEREAS, contemporaneously herewith, the Original FPA is being amended and restated in part, and relinquished and replaced in part with replacement agreements between the Company and certain third parties, such that the rights under in Original FPA are not expanded but hereafter will be embodied in multiple forward purchase agreements;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to clarify the impact of the foregoing under the Agreement, the parties hereto agree as follows:
|1.1.||Recitals. The sole recital in the Agreement is hereby replaced with the following:|
WHEREAS, Northern Genesis Sponsor II LLC (“Sponsor”) desires to enter into this Agreement as an “Investor” as the initial holder of, and on behalf of any subsequent holder of, the Founder Shares, the Private Placement Warrants, the Working Capital Warrants (each as defined herein), and rights to subscribe for any of the foregoing;
WHEREAS, Northern Genesis Capital II LLC (f/k/a Northern Genesis Capital LLC) (“NGC”) desires to enter into this Agreement as an “Investor” as the initial holder of, and on behalf of any subsequent holder of, rights to subscribe for the Forward Purchase Securities (as defined herein);
WHEREAS, the Investors and the Company desire to enter into this Agreement to set forth certain rights relating to the registration of any the Founder Shares, Private Placement Warrants, Working Capital Warrants, Forward Purchase Securities, and shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants, Working Capital Warrants or Forward Purchase Warrants.
|1.2.||Certain Definitions. The definitions of “Forward Purchase Agreement” and “Forward Purchase Securities” in Section 1 of the Agreement are hereby replaced with the following:|
“Forward Purchase Agreement” means, collectively, one or more agreements between the Company and one or more persons, providing in the aggregate for the offer, sale and purchase of an aggregate amount of Forward Purchase Securities not exceeding $75,000,000, including (a) that certain Forward Purchase Agreement, dated as of January 11, 2021, amended and restated as of April 21, 2021, with Northern Genesis Capital II LLC, as the representative of its members, and (B) certain additional forward purchase agreements, dated on or about April 21, 2021, with certain institutional investors.
“Forward Purchase Securities” means up to 7,500,000 Forward Purchase Units, each consisting of one Forward Purchase Share and one-sixth of a Forward Purchase Warrant, that may be offered and sold at $10.00 per unit pursuant to the Forward Purchase Agreement.
|2.1.||No Other Amendments. Except as expressly modified by this Amendment, the Agreement remains in full force and effect.|
|2.2.||Modification. No amendment, modification or termination of this Amendment shall be binding upon any party unless executed in writing by such party, and this Amendment may not be amended except by a written agreement executed by the Parties.|
|2.3.||Governing Law. This Amendment shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. The Company irrevocably submits to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Amendment. The Company irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.|
|2.4.||Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of a signed counterpart of this Amendment by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.|
[Signature page follows.]
IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.
|NORTHERN GENESIS ACQUISITION CORP. II|
|By:||/s/ Ian Robertson|
|Title:||Chief Executive Officer|
|NORTHERN GENESIS SPONSOR II LLC|
|By:||/s/ Ian Robertson|
|NORTHERN GENESIS CAPITAL II LLC|
|By:||Northern Genesis Holdings, Inc.,|
|its Managing Member|
|By:||/s/ Ian Robertson|
[Signature Page to Amendment to Registration Rights Agreement (NG-II)]