X0206 3 2021-01-25 0 0001834518 Northern Star Investment Corp. II NSTB.U 0001699323 Coles Joanna C/O GRAUBARD MILLER 405 LEXINGTON AVENUE NEW YORK NY 10174 1 1 1 0 Chief Executive Officer 0001008382 LEDECKY JONATHAN J C/O GRAUBARD MILLER 405 LEXINGTON AVENUE NEW YORK NY 10174 1 1 1 0 President and COO 0001842085 Northern Star II Sponsor LLC C/O GRAUBARD MILLER 405 LEXINGTON AVENUE NEW YORK NY 10174 0 0 1 0 Class B Common Stock Class A Common Stock 9770834 I Northern Star II Sponsor LLC Warrants 11.50 Class A Common Stock 8750000 I Northern Star II Sponsor LLC The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. The Class B Common Stock has no expiration date. Includes up to 1,312,500 shares of Class B Common Stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full. These securities are owned directly by Northern Star II Sponsor LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Joanna Coles, the Issuer's Chief Executive Officer, and Jonathan J. Ledecky, the Issuer's Chief Operating Officer. Each of Ms. Coles and Mr. Ledecky disclaims beneficial ownership of the securities held by Northern Star II Sponsor LLC, except to the extent of his or her pecuniary interest therein. Each warrant will become exercisable on the later of 30 days after the completion of an initial business combination or twelve months from the closing of the Issuer's initial public offering. Each warrant will expire five years after the completion of an initial business combination. Represents warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Northern Star II Sponsor LLC irrevocably committed to purchase. Does not include up to 1,050,000 warrants which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full. /s/ Joanna Coles 2021-01-25 /s/ Jonathan J. Ledecky 2021-01-25 Northern Star II Sponsor LLC, by Joanna Coles, Managing Member 2021-01-25