Northern Star Acquisition Corp. 30,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2020 • Northern Star Acquisition Corp. • Blank checks • New York
Northern Star Acquisition Corp., 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 30,000,000 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 4,500,000 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 Agreement a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 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”).
WARRANT AGREEMENTWarrant Agreement • October 23rd, 2020 • Northern Star Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of ______, 2020 between Northern Star Acquisition Corp., 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”).
Northern Star Acquisition Corp. c/o Graubard Miller New York, New York 10175 Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • October 23rd, 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-third 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 • October 23rd, 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”).
