Northern Star Investment Corp. II 30,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
Northern Star Investment Corp. II, 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 Agreement
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 25th day of January, 2021, by and among Northern Star Investment Corp. II, 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 • January 28th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of January 25, 2021 between Northern Star Investment Corp. II, 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 • January 28th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This Agreement, made and entered into effective as of January 25, 2021 (“Agreement”), by and between Northern Star Investment Corp. II, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2021 • Northern Star Investment Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of January 25, 2021 by and between Northern Star Investment Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
