0001193125-21-071534 Sample Contracts

Northern Star Investment Corp. III 35,000,000 Units UNDERWRITING AGREEMENT
Underwriting 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

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REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Warrant 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 AGREEMENT
Indemnification 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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”).

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