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Item 1.01.
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Entry into a Material Definitive Agreement
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Business Combination Agreement and Plan of Reorganization
On November 30, 2020,
Northern Genesis Acquisition Corp., a Delaware corporation (the “Company” or “NGA”), The
Lion Electric Company, a corporation existing under the Business Corporations Act (Québec) (“Lion Electric”),
and Lion Electric Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Lion Electric (“Merger Sub”),
entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”),
pursuant to which Merger Sub will be merged with and into the Company (the “Merger,” together with the other
transactions related thereto, the “Proposed Transactions”), with the Company surviving the Merger as a wholly
owned subsidiary of Lion Electric (the “Surviving Corporation”).
Conversion of Securities
Immediately
prior to the effective time of the Merger (the “Effective Time”), Lion Electric will implement a reorganization
(the “Lion Electric Pre-Closing Reorganization”), which will include a split of the common shares of Lion Electric
(the “Lion Electric Common Shares”) whereby each Lion Electric Common Share immediately prior to such share
split will be converted into 4.1289 Lion Electric Common Shares immediately following such share split (the “Company Split
Adjustment”) and the amendment and restatement, effective as of the Effective Time, of Lion Electric’s articles
and bylaws.
At
the Effective Time, by virtue of the Merger and without any action on the part of the Company, Lion Electric, Merger Sub or any
of the holders of any of their securities:
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the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will
be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation;
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each share of common stock of the Company (“Company Common Stock”) issued and
outstanding immediately prior to the Effective Time (other than any Excluded Shares and Redemption Shares, each as defined below)
will be converted into the right to receive from Lion Electric the number of fully-paid and nonassessable Lion Electric Common
Shares (after giving effect to the Company Split Adjustment) equal to an exchange ratio (the “Exchange Ratio”),
which will initially be one (1) but will be subject to customary adjustments pursuant to the Business Combination Agreement for
stock splits, reverse stock splits, stock dividends, reorganizations, recapitalization, reclassification, combination, exchange
of shares or like changes occurring after the Company Split Adjustment (the “Per Share Merger Consideration”);
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all such shares of Company Common Stock, when so converted, will cease to be outstanding and will
automatically be canceled and cease to exist, and each holder of a share of Company Common Stock that was outstanding immediately
prior to the Effective Time (other than Excluded Shares and Redemption Shares) will cease to have any rights with respect thereto,
except the right to receive the Per Share Merger Consideration;
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the Surviving Corporation will issue to Lion Electric one share of common stock of the Surviving
Corporation for each share of Company Common Stock issued as Per Share Merger Consideration;
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all shares of Company Common Stock held by the Company as treasury shares immediately prior to
the Effective Time and not held on behalf of third parties (collectively, “Excluded Shares”) will automatically
be canceled and cease to exist as of the Effective Time, and no consideration will be delivered in exchange therefor;
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each share of Company Common Stock issued and outstanding immediately prior to the Effective Time
with respect to which a Company stockholder has validly exercised its redemption rights under the Company’s Certificate of
Incorporation (“Redemption Rights”) will be redeemed at the Effective Time (the “Redemption Shares”),
will not be entitled to receive the Per Share Merger Consideration, and will be converted into the right to receive from NGA, in
cash, an amount per share calculated in accordance with such stockholder’s Redemption Rights (such amount, the “Redemption
Payment”), and NGA or the Surviving Corporation will make such cash payments at or as promptly as practical after the
Effective Time;
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as of the Effective Time, all Redemption Shares will cease to be outstanding and will
automatically be cancelled and retired and will cease to exist, and each holder of a Redemption Share (or related certificate
or book-entry share) will cease to have any rights
with respect thereto, except the right to receive the cash payment in respect thereof from NGA or the Surviving Corporation referred
to in the immediately preceding sentence;
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at the Effective Time and in accordance with Section 4.5 of the Warrant Agreement dated August
7, 2020, by and between the Company and Continental Stock Transfer & Trust Company (the “Company Warrant Agreement”),
each warrant to purchase Company Common Stock under the Company Warrant Agreement (“Company Warrant”), to the
extent then outstanding and unexercised, will automatically, without any action on the part of its holder, be converted into a
warrant to acquire a number of Lion Electric Common Shares at an adjusted exercise price per share, in each case, as determined
in accordance with the following (each resulting warrant, an “Assumed Warrant”):
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each Assumed Warrant will be subject to the same terms
and conditions (including exercisability terms) as were applicable to the corresponding Company Warrant immediately prior to the
Effective Time, except to the extent such terms or conditions are rendered inoperative by the Proposed Transactions;
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effective as of the Effective Time: (A) each Assumed Warrant will be exercisable solely for Lion
Electric Common Shares; (B) the number of Lion Electric Common Shares subject to each Assumed Warrant will be equal to (1) the
number of shares of Company Common Stock subject to the applicable Company Warrant multiplied by (2) the Exchange Ratio;
(C) the per share exercise price for the Lion Electric Common Shares issuable upon exercise of such Assumed Warrant will be equal
to (x) the per share exercise price for the shares of Company Common Stock subject to the applicable Company Warrant, as in effect
immediately prior to the Effective Time, divided by (y) the Exchange Ratio, rounding the resulting exercise price up to
the nearest whole cent; and (D) if the aggregate number of Lion Electric Common Shares that a holder of any Assumed Warrants would
be entitled to receive upon any exercise of any Assumed Warrants would otherwise include a fraction of a Lion Electric Common Share,
then upon such exercise, the aggregate number of Lion Electric Common Shares to be issued to such holder as a result of the exercise
of all such Assumed Warrants so exercised will be rounded up to the nearest whole number;
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Lion Electric will take all corporate action necessary to reserve for future issuance, and will
maintain such reservation for so long as any of the Assumed Warrants remain outstanding, a sufficient number of Lion Electric Common
Shares for delivery upon the exercise of such Assumed Warrants; and
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to the extent that any Company Common Stock and Company Warrants comprising a single unit of the
Company (“Company Unit”) have not previously been detached, such detachment shall occur automatically, effective
immediately prior to the conversions contemplated above, such that a holder of a Company Unit will be deemed to hold one share
of Company Common Stock and one-half of one Company Warrant and such underlying constituent securities shall be converted as described
above, provided that if upon detachment, a holder of Company Warrants would hold a fractional Company Warrant, then prior to such
conversion the number of such Company Warrants will be rounded down to the nearest whole number.
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Stock Exchange Listing
Lion Electric will
use its reasonable best efforts to cause the Lion Electric Common Shares to be issued in connection with the Proposed Transactions
to be approved for listing on the New York Stock Exchange under the new ticker symbol “LEV” at the closing of the Merger
(the “Closing”). Until the Closing, NGA will use its reasonable best efforts to keep the Company Units, Company
Common Stock and Company Warrants listed for trading on the New York Stock Exchange.
Nomination Rights Agreement
In connection with
the Closing, Lion Electric, Power Energy Corporation (“PEC”) and 9368-2672 Québec Inc. (“9368-2672”),
a holding company controlled by Marc Bedard, Founder – CEO of Lion Electric, will enter into a Nomination Rights Agreement
(the “Nomination Rights Agreement”), pursuant to which each of PEC and 9368-2672 will be granted certain rights
to nominate members of the board of directors of Lion Electric so long as it holds a requisite percentage of the total voting
power of Lion Electric.
The foregoing description
of the Nomination Agreement is qualified in its entirety by reference to the full text of the form of Nomination Agreement, a copy
of which is included as Exhibit A to the Business Combination Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K,
and incorporated herein by reference.
Registration Rights Agreement
In connection with the Closing, Lion Electric will enter into
a Registration Rights Agreement with PEC and 9368-2672 (the “Registration Rights Agreement”). The Registration
Rights Agreement, subject to the terms thereof, will require Lion Electric to, among other things, file a resale shelf registration
statement on behalf of PEC or 9368-2672 upon demand by any such shareholder so long as PEC or 9368-2672, as applicable, holds the
requisite percentage of the total voting power of Lion Electric. The Registration Rights Agreement will also provide for certain
demand rights and piggyback registration rights to in favor of each of PEC and 9368-2672 so long as it holds the requisite percentage
of the total voting power of Lion Electric, subject to customary underwriter cutbacks. Lion Electric will agree to pay certain
fees and expenses relating to registrations under the Registration Rights Agreement.
The foregoing description
of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Registration Rights
Agreement, a copy of which is included as Exhibit B to the Business Combination Agreement, filed as Exhibit 2.1 to this Current
Report on Form 8-K, and incorporated herein by reference.
Closing
The Closing will occur
as promptly as practicable, but in no event later than three business days following the satisfaction or, if permissible, waiver
of all of the closing conditions.
Exclusivity
From the date of the
Business Combination Agreement and ending on the earlier of (a) the Closing and (b) the termination of the Business Combination
Agreement, Lion Electric will not, and will cause its representatives not to, directly or indirectly, (i) enter into, solicit,
initiate, knowingly facilitate or encourage, or continue any discussions or negotiations with, or encourage or respond to any inquiries
or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with,
any person or other entity or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), concerning (A) any sale of any material portion of the assets of Lion Electric
and Lion Electric subsidiaries on a consolidated basis, (B) any sale of any material portion of the outstanding voting securities
of the Lion Electric or any Lion Electric subsidiary or (C) any arrangement, merger, amalgamation, share exchange, consolidation,
liquidation, dissolution, business combination or similar transaction involving Lion Electric or any of Lion Electric subsidiaries
other than with the Company or in connection with the Lion Electric Pre-Closing Reorganization (an “Alternative Transaction”),
(ii) amend or grant any waiver or release under any standstill or similar agreement executed by Lion Electric or any Lion Electric
subsidiary with respect to any class of equity securities of Lion Electric or any Lion Electric subsidiary; (iii) approve, endorse
or recommend, or propose publicly to approve, endorse or recommend any Alternative Transaction; (iv) enter into any agreement regarding
any Alternative Transaction or that could reasonably lead to an Alternative Transaction; (v) commence, continue or renew any due
diligence investigation regarding any Alternative Transaction; or (vi) resolve or agree to do any of the above or otherwise permit
any of its representatives to take any such action. Lion Electric will, and will cause its affiliates and representatives to, immediately
cease any and all existing discussions or negotiations with any person with respect to any Alternative Transaction.
From the date of the
Business Combination Agreement and ending on the earlier of (a) the Closing and (b) the termination of the Business Combination
Agreement, the Company will not, and will cause its representatives not to, directly or indirectly, (i) enter into, solicit, initiate,
encourage or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate
in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity or
“group” within the meaning of Section 13(d) of the Exchange Act, concerning (A) any sale of any material portion assets
of the Company, (B) any sale of any material portion of the outstanding voting securities of the Company or (C) any arrangement,
merger, amalgamation, share exchange, consolidation, liquidation, dissolution, business combination or similar transaction involving
the Company other than with Lion Electric (a “Company Alternative Transaction”), (ii) approve, endorse or recommend
or proposed publicly to approve endorse or recommend, any Company Alternative Transaction; (iii) enter into any agreement regarding
any Company Alternative Transaction or that could reasonably be expected to lead to a Company Alternative Transaction; (iv) commence,
continue or renew any due diligence investigation regarding any Company Alternative Transaction; or (v) resolve or agree to do
any of the above or otherwise permit any of its representatives to take any such action. The Company will, and will cause its affiliates
and representatives to, immediately cease any and all existing discussions or negotiations with any person with respect to any
Company Alternative Transaction.
Representations, Warranties and Covenants
The Business Combination
Agreement contains customary representations, warranties and covenants of (a) the Company and (b) Lion Electric and Merger Sub
relating to, among other things, their ability to enter into the Business Combination Agreement and their outstanding capitalization.
Conditions to Closing
The
obligations of each of NGA, Lion Electric and Merger Sub to consummate the business combination are subject to the satisfaction
or waiver (where permissible) at or prior to the Effective Time of each of the following mutual conditions:
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the Business Combination Agreement and the Merger (the “NGA Transaction Proposals”)
shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company in accordance with the
Joint Proxy Statement/Prospectus (as defined below), the Delaware General Corporation Law and the Company’s organizational
documents;
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no governmental authority shall have enacted, issued, promulgated,
enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect
of making the business combination illegal or otherwise prohibiting consummation of the business combination;
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all required filings under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”), shall have been completed and any applicable waiting period
(and any extension thereof) applicable to the consummation of the business combination under the HSR Act shall have expired or
been terminated;
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the Registration Statement (as defined below) of which the Joint Proxy Statement/Prospectus forms
a part shall have been declared effective under the Securities Act of 1933, as amended (the “Securities Act”),
and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes
of suspending the effectiveness of the Registration Statement shall have been initiated or be threatened by the Securities and
Exchange Commission (“SEC”);
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the Lion Electric Common Shares to be issued pursuant to the Business Combination Agreement shall
have been approved for listing on the New York Stock Exchange, or another national securities exchange mutually agreed to by NGA
and Lion Electric, as of the Closing, subject only to official notice of issuance thereof;
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The Autorité des marches financiers shall have cleared, for filing, a final non-offering
Canadian prospectus in respect of Lion Electric;
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the Company shall have at least $5,000,001 of net tangible assets following payment of any Redemption
Payments; and
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the Lion Electric Pre-Closing Reorganization shall have been implemented.
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The
obligations of the Company to consummate the Proposed Transactions are subject to
the satisfaction or waiver (where permissible) at or prior to the Effective Time of the following additional conditions:
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the representations and warranties of Lion Electric and Merger Sub contained in the sections in
the Business Combination Agreement titled (a) “Organization and Qualification;
Subsidiaries,” (b) “Capitalization” (other than certain provisions in such section as described below), (c) “Authority
Relative to the Business Combination Agreement” and (d) “Brokers” shall each be true and correct in all material
respects as of the date of the Business Combination Agreement and the Effective Time as though made on and as of such date
(except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation
and warranty shall be so true and correct as of such specified date). Certain of the representations
and warranties of Lion Electric contained in the section titled “Absence of Certain Changes or Events” in the Business
Combination Agreement shall be true and correct in all respects as of the date of the Business Combination Agreement and the Effective
Time. Certain of the representations and warranties in the section titled “Capitalization” in the Business Combination
Agreement shall be true and correct in all respects as of the date of the Business Combination Agreement and as of the Effective
Time as though made on and as of such date (except to the extent of any changes that reflect actions permitted in accordance with
the Business Combination Agreement), except where the failure of such representations and warranties to be so true and correct
would not, individually or in the aggregate, result in the business combination having a greater dilutive effect on NGA
stockholders (other than a de minimis effect due to a bona fide error) or be reasonably expected
to result in more than an immaterial additional cost, expense or liability to Lion Electric, the
Company, Merger Sub or any of their respective affiliates. The other representations and
warranties of Lion Electric contained in the Business Combination Agreement shall be true and correct in all respects (without
giving effect to any “materiality,” Lion Electric material adverse effect or similar qualifiers contained in any such
representations and warranties) as of the date of the Business Combination Agreement and as of the Effective Time as though made
on and as of such date and time (except to the extent that any such representation or warranty expressly is made as of an earlier
date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failures
of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be
expected to have a Lion Electric material adverse effect;
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Lion Electric and Merger Sub shall have performed or complied
in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied
with by it on or prior to the Effective Time;
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Lion Electric shall have delivered to the Company a customary
officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions;
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no Lion Electric material adverse effect shall have occurred
between the date of the Business Combination Agreement and the Effective Time and be continuing;
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the Lockup Agreements between Lion Electric and certain shareholders
of Lion Electric shall be in full force and effect; and
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Lion Electric shall have delivered acknowledgements, from
all parties thereto, that certain agreements between Lion Electric and certain of its shareholders, or specified rights or provisions
thereunder, have been terminated or will automatically terminate or cease to be effective upon the Effective Time.
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The
obligations of Lion Electric and Merger Sub to consummate the Proposed Transactions are subject to the satisfaction or waiver (where
permissible) at or prior to the Closing of the following additional conditions:
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the representations and warranties of the Company contained in the sections in the Business Combination
Agreement titled (a) “Corporate Organization” (b) “Capitalization”,
(c) “Authority Relative to the Business Combination Agreement”, (d) “Brokers” and (e) “Registration
and Listing” shall each be true and correct in all material respects as of the date of the Business Combination Agreement
and the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty
expressly is made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such
specified date). Certain of the representations and warranties of the Company contained
in the section titled “Business Activities; Absence of Certain Changes or Events” in the Business Combination Agreement
shall be true and correct in all respects as of the date of the Business Combination Agreement and the Effective Time. Certain
of the representations and warranties in the section titled “Capitalization” in the Business Combination Agreement
shall be true and correct in all respects as of the date of the Business Combination Agreement and as of the Effective Time as
though made on and as of such date (except to the extent of any changes that reflect actions permitted in accordance with the Business
Combination Agreement), except where the failure of such representations and warranties to be so true and correct would not, individually
or in the aggregate, be reasonably expected to result in more than an immaterial additional cost, expense or liability to Lion
Electric, the Company, Merger Sub or any of their respective affiliates. The other
representations and warranties of the Company contained in the Business Combination
Agreement shall be true and correct in all respects (without giving effect to any “materiality,” the Company
material adverse effect or similar qualifiers contained in any such representations and warranties)
as of the date of the Business Combination Agreement and as of the Effective Time as though made on and as of such date and time
(except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation
and warranty shall be true and correct as of such earlier date), except where the failures of any such representations and warranties
to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Company material adverse
effect;
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the Company shall have performed or complied in all material respects with all other agreements
and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Effective
Time;
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the Company shall have delivered to Lion Electric a customary
officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions;
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no Company material
adverse effect shall have occurred between the date of the Business Combination Agreement and the Effective Time and be continuing;
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the Stockholder Support Agreement (as defined below) shall
be in full force and effect;
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the Company shall have made all necessary and appropriate arrangements with the Continental
Stock Transfer & Trust Company, acting as trustee, to have all of the funds in the trust fund established by the Company
for the benefit of its public stockholders (the “Trust Account”) disbursed to the Company immediately
prior to the Effective Time, and all such funds released from the Trust Account shall be available to the Company;
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the amount of funds in the Trust Account, plus all other cash of the Company, plus (x) the
aggregate amount of cash proceeds received by Lion Electric in connection with the consummation of the PIPE (as defined below),
minus (y) the aggregate amount of cash proceeds that will be required for payment of Redemption Payments, if any, minus
(z) the aggregate amount of all costs incurred by the Company that remain unpaid immediately prior to the Closing, shall equal
or exceed $200,000,000;
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the sale and issuance of Lion Electric Common Shares in connection with the PIPE shall have been
consummated prior to or in connection with the Effective Time; and
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at least ten (10) days prior to the Closing, the Company shall have delivered to Lion Electric
in a form reasonably acceptable to Lion Electric, a properly executed certification that shares of the Company Common Stock are
not “United States real property interests” in accordance with Treasury Regulation Section 1.1445-2(c)(3), together
with a notice to the IRS (which shall be filed by Lion Electric with the IRS at or following the Closing) in accordance with the
provisions of Section 1.897-2(h)(2) of the Treasury Regulations.
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Termination
The Business Combination
Agreement may be terminated, and the Proposed Transactions may be abandoned at any time prior to the Effective Time, notwithstanding
any requisite approval and adoption of the Business Combination Agreement and the Proposed Transactions by the stockholders of
the Company, as follows:
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By mutual written consent of the Company and Lion Electric;
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By the Company or Lion Electric, if (i) the Effective Time will not have occurred prior to the
date that is 180 days after the date of the Business Combination Agreement (the “Outside Date”) (subject to
extension for the duration of any increase in the HSR review period pursuant to a change in law), unless such party is in breach
or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement
and such breach or violation is the principal cause of the failure of a condition to the Merger on or prior to the Outside Date;
(ii) any governmental order has become final and nonappealable and has the effect of making consummation of the Proposed Transactions
illegal or otherwise preventing or prohibiting consummation of the Proposed Transactions, including the Merger; or (iii) any of
the NGA Transaction Proposals fail to receive the requisite vote for approval at the meeting of the Company’s stockholders;
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By the Company, if there is a breach of any representation, warranty, covenant or agreement on
the part of Lion Electric and Merger Sub set forth in the Business Combination Agreement, or if any such representation or warranty
has become untrue, in either case such that the related condition to the Merger would not be satisfied (“Terminating Lion
Electric Breach”); provided that the Company has not waived such Terminating Lion Electric Breach and the Company is
not then in material breach of its representations, warranties, covenants or agreements in the Business Combination Agreement;
provided, however, that, if such Terminating Lion Electric Breach is curable by Lion Electric or Merger Sub, the Company cannot
terminate the Business Combination Agreement on the basis of the Terminating Lion Electric Breach for so long as Lion Electric
or Merger Sub (as applicable) continues to diligently exercise its reasonable efforts to cure such breach, unless such breach is
not cured within thirty days after notice of such breach is provided by the Company to Lion Electric or Merger Sub; or
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By Lion Electric, if there is a breach of any representation, warranty, covenant or agreement
on the part of the Company set forth in the Business Combination Agreement, or if any such representation or warranty has
become untrue, in either case such that
the related condition to the Merger would not be satisfied (“Terminating Company Breach”); provided that Lion
Electric has not waived such Terminating Company Breach and Lion Electric or Merger Sub are not then in material breach of their
representations, warranties, covenants or agreements in the Business Combination Agreement; provided further that, if such Terminating
Company Breach is curable by the Company, Lion Electric cannot terminate the Business Combination Agreement on the basis of the
Terminating Company Breach for so long as the Company continues to diligently exercise its reasonable efforts to cure such breach,
unless such breach is not cured within thirty days after notice of such breach is provided by Lion Electric to the Company.
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Effect of Termination
If the Business Combination
Agreement is terminated, the Business Combination Agreement will become void and there will be no liability under the Business
Combination Agreement on the part of any party, except in the case of fraud or a willful material breach of the Business Combination
Agreement prior to such termination.
A copy of the Business
Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The
foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the full text of the Business
Combination Agreement filed with this Current Report on Form 8-K. The Business Combination Agreement is included to provide security
holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Lion
Electric or Merger Sub. In particular, the assertions embodied in representations and warranties by the Company, Lion Electric
and Merger Sub contained in the Business Combination Agreement are qualified by information in the disclosure schedules provided
by the parties in connection with the signing of the Business Combination Agreement. These disclosure schedules contain information
that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement.
Moreover, certain representations and warranties in the Business Combination Agreement were used for the purpose of allocating
risk between the parties, rather than establishing matters as facts. Accordingly, security holders should not rely on the representations
and warranties in the Business Combination Agreement as characterizations of the actual state of facts about the Company, Lion
Electric or Merger Sub.
Stockholder Support and Lock-Up Agreement
In connection with
the Business Combination Agreement, the Company, Lion Electric, and Northern Genesis Sponsor LLC (the “Sponsor”)
entered into the Stockholder Support and Lock-Up Agreement (the “Stockholder Support Agreement”) pursuant to
which Sponsor agreed to vote all of its shares of Company Common Stock in favor of the approval and adoption of the Proposed Transactions.
Additionally, Sponsor agreed, among other things, not to (a) transfer any of its shares of Company Common Stock or Company Warrants,
or any Lion Electric Common Shares or Assumed Warrants acquired in exchange therefor pursuant to the Proposed Transactions, for
certain periods of time as set forth in the Stockholder Support Agreement, subject to certain customary exceptions or (b) enter
into any voting arrangement that is inconsistent with the commitment under the Stockholder Support Agreement to vote in favor of
the approval and adoption of the Proposed Transactions.
The foregoing description
of the Stockholder Support Agreement is qualified in its entirety by reference to the full text of the Stockholder Support Agreement,
a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Subscription Agreements
In connection with
the execution of the Business Combination Agreement, on November 30, 2020, the Company and Lion Electric entered into separate
subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (the “Subscribers”),
pursuant to which the Subscribers agreed to purchase, and Lion Electric agreed to sell to the Subscribers, an aggregate of 20,000,000
Lion Electric Common Shares (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase
price of $200,000,000, in a private placement (the “PIPE”).
The closing of the
sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the
concurrent consummation of the Proposed Transactions. The purpose of the PIPE is to raise additional capital for use by Lion Electric
following the Closing.
Pursuant to the
Subscription Agreements, Lion Electric agreed that, within 15 business days after the consummation of the Proposed
Transactions, Lion Electric will file with the SEC (at Lion Electric’s sole cost and expense) a registration statement
registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”), and will use its
commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable
after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th
calendar day if the SEC notifies Lion Electric that it will “review” the PIPE Resale Registration Statement)
following the Closing and (ii) the 10th business day after the date Lion Electric is notified (orally or in writing,
whichever is earlier) by the SEC that the PIPE Resale Registration Statement will not be “reviewed” or will not
be subject to further review.
The foregoing description
of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of the Subscription Agreement,
a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.