EX-10.1





 Exhibit 10.1 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

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”). 

WHEREAS, the Company’s registration statement on Form S-1, File
No. 333-252728 (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective
Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets
Inc., as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”); and 

WHEREAS, as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of
Incorporation, $350,000,000 (or $402,500,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the
“Trust Account”) for the benefit of the Company and the holders of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds
to be delivered to the Trustee (and any income subsequently earned thereon) is referred to herein as the “Property”; the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public
Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and 

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $12,250,000, or $14,087,500 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the
“Deferred Discount”); and 
 WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the Property; 
 IT IS AGREED: 

1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: 

(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee in the United States initially at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Trustee, and at a brokerage institution selected by the
Company that is reasonably satisfactory to the Trustee; 
 (b) Manage, supervise, and administer the Trust Account subject to the terms and
conditions set forth herein; 
 (c) In a timely manner, upon the written instruction of the Company in a form substantially similar to that
attached hereto as Exhibit A, either (a) invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”), having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment Company Act that holds itself out as a money market fund selected by the Company meeting
the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations or (b) cause the brokerage institution
referred to in 1(a) above to place the Property in a cash demand deposit account; it being understood that unless the Company instructs the Trustee to do either of the foregoing, the Trust Account will earn no interest while account funds are
uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration during such periods; 












 (d) Collect and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein; 
 (e) Promptly notify the Company and the Representative of all
communications received by the Trustee with respect to any Property requiring action by the Company; 
 (f) Supply any necessary information
or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns; 
 (g) Participate in
any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and when instructed by the Company to do so; 

(h) Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and
disbursements of the Trust Account; 
 (i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in
accordance with, the terms of a letter from the Company (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit B or Exhibit C, as applicable, signed on behalf
of the Company by an authorized officer and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however,
that in the event that a Termination Letter has not been received by the Trustee within the period of time (the “Last Date”) provided in the Company’s Amended and Restated Certificate of Incorporation, as the same may be
amended from time to time (the “Certificate of Incorporation”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto and
distributed to the Public Stockholders as of the Last Date (excluding up to $100,000 of interest which may be used for dissolution expenses); and 

(j) Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit D, signed on behalf of
the Company by an authorized officer, distribute to Public Stockholders who properly exercised their redemption rights in connection with an amendment to the Company’s Amended and Restated Certificate of Incorporation (an
“Amendment”) (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or an Amendment or to redeem 100% of its public shares if the Company does
not complete an initial Business Combination within 24 months from the closing of the IPO or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business
combination activity, an amount equal to the pro rata share of the Property relating to the Common Stock for which such Public Stockholders have properly exercised redemption rights in connection with such Amendment. 

2. Limited Distributions of Income from Trust Account. 

(a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit E, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company (i) to cover any income or other tax obligation owed by the Company, which the Company
shall forward such payment to the relevant taxing authority, and/or (ii) for working capital purposes. 
 (b) The limited distributions
referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in
accordance with Sections 1(i) or 1(j) hereof. 
 3. Agreements and Covenants of the Company. The
Company agrees and covenants to: 
 (a) Give all instructions to the Trustee hereunder in writing, signed by any one of the Company’s
authorized officers. In addition, except with respect to its duties under Sections 1(i), 1(j) and 2(a) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or
telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; 












 (b) Subject to the provisions of Section 5 of this Agreement, hold the
Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action, suit, or other proceeding
brought against the Trustee which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the
Trustee’s fraud, gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit, or proceeding, pursuant to which the Trustee intends to seek
indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the
prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; 

(c) Pay the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant
to Section 2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees and
further agreed that any fees remaining owed to the Trustee at the consummation of a business combination (a “Business Combination”) shall be deducted by the Trustee pursuant to Section 1(i) solely in connection with
the consummation of the Business Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and the next annual fee on the anniversary of the Effective Date; 

(d) In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of the Company’s stockholders regarding such Business Combination; 

(e) The Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement; 

(f) If the Company has an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter in the form
of Exhibit D providing instructions for the distribution of funds to Public Stockholders who properly exercise their redemption rights in connection with such Amendment; 

(g) Provide the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that it
issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance; and 
 (h) Expressly
provide in any Instruction Letter (as defined in Exhibit B) delivered in connection with a Termination Letter in a form substantially similar to that attached hereto as Exhibit B that the Deferred Discount be paid
directly to the account or accounts directed by the Representative on behalf of the Underwriters; 
 4. Limitations of Liability. The Trustee
shall have no responsibility or liability to: 
 (a) Take any action with respect to the Property, other than as directed
in Sections 1 and 2 hereof, and the Trustee shall have no liability to any party except for liability arising out of its own fraud, gross negligence or willful misconduct; 

(b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto; 
 (c) Change the investment of any Property, other than in compliance with Section 1(c); 












 (d) Refund any depreciation in principal of any Property; 

(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 
 (f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, except for its fraud, gross negligence or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report, or other paper or
document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be genuine and to
be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 

(g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any Business Combination
consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; 
 (h) File local, state,
and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or deliver payee statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property; 
 (i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be
used to pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof); 

(j) Imply obligations, perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than this
agreement and that which is expressly set forth herein; or 
 (k) Verify calculations, qualify, or otherwise approve Company requests for
distributions pursuant to Sections 1(i), 1(j) or 2(a) above. 
 5. Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim
solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account. 

6. Termination. This Agreement shall terminate as follows: 

(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account,
whereupon this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an
application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or













 (b) At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section
3(b) and Section 5. 
 7. Miscellaneous. 

(a) The Company and the Trustee will each restrict access to confidential information relating to funds being transferred to or from the Trust
Account to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds
transfers, the Trustee shall rely upon all information supplied to it by the Company, including account names, account numbers, and all other identifying information relating to a beneficiary, beneficiary’s bank, or intermediary bank. Except
for any liability arising out of the Trustee’s fraud, gross negligence or willful misconduct, the Trustee shall not be liable for any loss, liability, or expense resulting from any error in the information supplied to it or funds transferred
based on such information. 
 (b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of
New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in
the City of New York, Borough of Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. 

(c) This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument. 
 (d) This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. Except for Sections 1(i), 1(j) and (2) (which sections may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding shares of Common Stock and shares
of the Company’s Class B common stock, par value $0.0001 per share, voting together as a single class; provided that no such amendment will affect any Public Stockholder who has otherwise properly indicated his, her or its election to
redeem his, her or its shares of Common Stock in connection with a vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior written consent of the Representative. The Trustee may require from Company counsel an opinion as to the propriety
of any proposed amendment. 
 (e) Any notice, consent or request to be given in connection with any of the terms or provisions of this
Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by email or by facsimile transmission: 

if to the Trustee, to: 

Continental Stock Transfer & Trust Company 

1 State Street, 30th floor 

New York, New York 10004 

Attn: Francis Wolf and Celeste Gonzalez 

Email: fwolf@continentalstock.com 

Email: cgonzalez@continentalstock.com 

if to the Company, to: 

Northern Star Investment Corp. III 

c/o Graubard Miller 

405 Lexington Avenue 

New York, New York 10174 

Attn: Jonathan J. Ledecky 

E-mail: jledecky@hockeyny.com 












 in either case with a copy (which copy shall not constitute notice) to: 

Citigroup Global Markets Inc. 

388 Greenwich Street 

New York, New York 10013 

Attn: General Counsel 

and 

Graubard Miller 

The Chrysler Building 

405 Lexington Avenue 

New York, New York 10174 

Attn: David Alan Miller, Esq. / Jeffrey M. Gallant, Esq. 

E-mail: dmiller@graubard.com / jgallant@graubard.com 

and 

Kirkland & Ellis LLP 

601 Lexington Avenue 

New York, New York 10022 

Attn: Christian O. Nagler, Esq. 

Email: christian.nagler@kirkland.com 

(f) This Agreement may not be assigned by the Trustee without the prior consent of the Company. 

(g) Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of
set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 
 (h)
Each of the Company and the Trustee hereby acknowledge and agrees that the Representative is a third party beneficiary of this Agreement. 

[Signature Page Follows] 












 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above. 
  

			
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
		
	By:	 	 /s/ Francis Wolf

		 	Name: Francis Wolf
		 	Title: Vice President
	
	NORTHERN STAR INVESTMENT CORP. III
		
	By:	 	 /s/ Joanna Coles

		 	Name: Joanna Coles
		 	Title: Chief Executive Officer


 [Signature Page to Investment Management Trust Agreement] 












 SCHEDULE A 
  

							
	Fee Item	  	Time and method of payment	 	Amount	 
	 Initial set-up fee
	  	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	 Trustee administration fee
	  	Payable annually. First year fee payable,
at initial closing of Offering by wire
transfer, thereafter by wire transfer or
check.	 	$	10,000.00	 
	 Transaction processing fee for disbursements to Company under Section 2
	  	Billed to Company following
disbursement made to Company under
Section 2	 	$	250.00	 
	 Paying Agent services as required pursuant to Section 1(i) and 1(j)
	  	Billed to Company upon delivery of
service pursuant to Section 1(i) and 1(j)	 	 
	Prevailing
rates	 
 













 EXHIBIT A 

[Letterhead of Company] 

[Insert date] 
 Continental
Stock Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Northern Star Investment Corp. III 

Mr. Wolf & Ms. Gonzalez: 
 Pursuant to Section 1(c) of
the Investment Management Trust Agreement between Northern Star Investment Corp. III (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), you are hereby authorized and instructed to invest the
trust funds raised from the IPO (and follow-on overallotment funds), if applicable, in the following permitted investment(s): 
  

	
	
Security:                 
                                         
                          

	
	
Security:                 
                                         
                          


 and/or, 

Qualified Money Market Fund: 
  

	
	
Fund Family:                
                                         
                

	
	 Exact Fund Name:

	
	 Ticker:

	
	 Fund CUSIP
No:                                        
                            

	
	 ISIN
No:                                        
                                         



 You are instructed to utilize the services of
                     (the “Asset Manager”) to purchase and hold the above investments. 

 

			
	Northern Star Investment Corp. III
		
	By:	 	  

	Name:	 	Joanna Coles
	Title:	 	Chief Executive Officer














 EXHIBIT B 

[Letterhead of Company] 

[Insert date] 
 Continental Stock Transfer

 & Trust Company 
 1 State Street, 30th floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account Termination Letter 
 Dear
Mr. Wolf and Ms. Gonzalez: 
 Pursuant to Section 1(i) of the Investment Management Trust Agreement between Northern Star
Investment Corp. III (“Company”) and Continental Stock Transfer & Trust Company, dated as of                 , 2021 (“Trust
Agreement”), this is to advise you that the Company has entered into an agreement with
[                                        ] to
consummate a business combination (“Business Combination”) on or about [insert date]. The Company shall notify you at least 72 hours in advance of the actual date of the consummation of the Business Combination (or such
shorter time as you may agree) (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. 

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer the
proceeds to the Trust Operating Account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust account
awaiting distribution, neither the Company nor the Underwriters will earn any interest or dividends. 
 On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company and
(ii) the Company shall deliver to you a certificate by the Chief Executive Officer, which verifies the that the Business Combination has been approved by a vote of the Company’s stockholders if a vote is held and (b) joint written
instructions from the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (“Instruction Letter”). You are hereby
directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the
Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, your obligations under the Trust Agreement shall be terminated. 

In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not
notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the you of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on
the business day immediately following the Consummation Date as set forth in the notice. 
 [Signature Page Follows] 












 
					
	Very truly yours,
	
	NORTHERN STAR INVESTMENT CORP. III
		
	By:	 	  

		 	Name:	 	Joanna Coles
		 	Title:	 	Chief Executive Officer


 cc: Citigroup Global Markets Inc. 












 EXHIBIT C 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Northern Star Investment Corp. III
(“Company”) and Continental Stock Transfer & Trust Company, dated as of                     , 2021 (“Trust
Agreement”), this is to advise you that the Company has been unable to effect a Business Combination within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s
prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. 

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account and to transfer the total proceeds
of the Trust to the Trust Operating Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected
[                    , 20    ] as the effective date for the purpose of determining when the Public Stockholders will be entitled
to receive their share of the liquidation proceeds. It is acknowledged that while the funds are on deposit in the Trust Operating Account awaiting distribution, the Company will not earn any interest or dividends. You agree to be the Paying Agent of
record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the
distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. 
  

					
	Very truly yours,
	
	 NORTHERN STAR INVESTMENT CORP. III

		
	By:	 	
		 	Name:	 	Joanna Coles
		 	Title:	 	Chief Executive Officer


 cc: Citigroup Global Markets Inc. 












 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account Amendment Notification Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Reference is made to the Investment Management Trust Agreement between Northern Star Investment Corp. III (“Company”) and
Continental Stock Transfer & Trust Company, dated as of                 , 2021 (“Trust Agreement”). Capitalized words used herein and not
otherwise defined shall have the meanings ascribed to them in the Trust Agreement. 
 Pursuant to Section 1(j) of the Trust Agreement,
this is to advise you that the Company has sought and will adopt an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer
$             of the total proceeds of the Trust to the Trust Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders that have properly requested
redemption of their shares of Common Stock in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed. 
  

					
	Very truly yours,
	
	NORTHERN STAR INVESTMENT CORP. III
		
	By:	 	  

		 	Name:	 	Joanna Coles
		 	Title:	 	Chief Executive Officer


 cc: Citigroup Global Markets Inc. 












 EXHIBIT E 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

 Re: Trust Account Withdrawal Instruction Letter  

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 2(a) of the Investment Management Trust Agreement between Northern Star Investment Corp. III
(“Company”) and Continental Stock Transfer & Trust Company, dated as of                 , 2021 (“Trust Agreement”), the
Company hereby requests that you deliver to the Company $             of the interest income earned on the Property as of the date hereof. The Company needs such funds [to pay for its
income or other tax obligations/ for working capital]. 
 In accordance with the terms of the Trust Agreement, you are hereby directed and
authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: 
 [WIRE
INSTRUCTION INFORMATION] 
  

					
	Very truly yours,
	
	NORTHERN STAR INVESTMENT CORP. III
		
	By:	 	  

		 	Name:	 	Joanna Coles
		 	Title:	 	Chief Executive Officer


 cc: Citigroup Global Markets Inc.