This Warrant Agreement (this Agreement) is made as of _______, 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).
WHEREAS, the Company is engaged in a public offering (Public Offering) of up to 34,500,000 units, each unit (Unit) comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), and one-sixth of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to 5,750,000 warrants (the Public Warrants) to the investors in the Public Offering; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the SEC) a Registration Statement on Form S-1, File No. 333-______ (Registration Statement), and a prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (Act) of, among other securities, the Public Warrants; and
WHEREAS, the Company has received binding commitments from Northern Star II Sponsor LLC (the, Subscription Agreement) to purchase warrants and, in connection therewith, will issue and deliver up to an aggregate of 8,650,000 redeemable warrants (the Private Warrants) upon consummation of the Public Offering; and
WHEREAS, the Company may issue up to an additional 1,500,000 warrants in satisfaction of certain working capital loans made by the Companys officers, directors, initial stockholders and their affiliates (Working Capital Warrants); and
WHEREAS, following consummation of the Public Offering, the Company may issue additional warrants (Post IPO Warrants and collectively with the Public Warrants, Private Warrants and Working Capital Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination (defined below); and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.