0001193125-20-269376 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 14th, 2020 • Northern Star Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _______, by and among Northern Star Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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Northern Star Acquisition Corp. c/o Graubard Miller New York, New York 10175 Citigroup Global Markets Inc. New York, New York 10013
Letter Agreement • October 14th, 2020 • Northern Star Acquisition Corp. • 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 Acquisition Corp., 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-fourth 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 AGREEMENT
Investment Management Trust Agreement • October 14th, 2020 • Northern Star Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made as of _______, 2020 by and between Northern Star Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).

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