Northern Star Investment Corp. III 35,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2021 • Northern Star Investment Corp. III • Blank checks • New York
Northern Star Investment Corp. III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 35,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreemen
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2021 • Northern Star Investment Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 1st day of March, 2021, by and among Northern Star Investment Corp. III, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • March 5th, 2021 • Northern Star Investment Corp. III • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of March 1, 2021 between Northern Star Investment Corp. III, a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Ave, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2021 • Northern Star Investment Corp. III • Blank checks • New York
This Agreement, made and entered into effective as of March 1, 2021 (“Agreement”), by and between Northern Star Investment Corp. III, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
Northern Star Investment Corp. III c/o Graubard Miller New York, New York 10175 Citigroup Global Markets Inc. New York, New York 10013 Re: Initial Public Offering Gentlemen:Letter Agreement • February 4th, 2021 • Northern Star Investment Corp. III • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Northern Star Investment Corp. III, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several Underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-sixth of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2021 • Northern Star Investment Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of March 1, 2021 by and between Northern Star Investment Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • August 18th, 2023 • Northern Star Investment Corp. III • Blank checks • Delaware
This Share Transfer Agreement (“Agreement”), dated August __, 2023, between _____________ (the “Holder”) and Northern Star III Sponsor LLC (the “Insider”).
