20,000,000 Units Tristar Acquisition I Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 13, 2021 by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Tristar Acquisition I Corp. Atlanta, GA 30305Securities Subscription Agreement • May 21st, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on March , 2021, by and between Tristar Holdings I LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof and in accordance with the memorandum and articles of association of the Company (the “Articles”), the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”) of the Company. Up to 937,500 of such shares are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company’s securities pursuant to the registration statement on Form S-1 expected to be filed by the Company with the U.S. Securities and Exchange Commission in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”), as describ
Tristar Acquisition I Corp. Atlanta, GA 30305Underwriting Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Wells Fargo Securities, LLC, as the representative of several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriters’ over-allotment option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statem
WARRANT AGREEMENTWarrant Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated October 13, 2021, is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 3rd, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of ___________, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”) and _______________________ (the “Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 21st, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May __, 2021 by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of October 13, 2021, by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and David Barksdale (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 2021, is made and entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 22nd, 2024 • Tristar Acquisition I Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this day of , 2024, by and among Tristar Acquisition I Corp. (“SPAC”), an exempted company incorporated with limited liability in the Cayman Islands, Helport AI Limited, a British Virgin Islands business company (“PubCo”), and the undersigned investor (“Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”), dated October 13, 2021, is entered into by and between Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Purchaser”).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • November 16th, 2023 • Tristar Acquisition I Corp. • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of November 12, 2023, by and among Tristar Acquisition I Corp, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), Helport Limited, a British Virgin Islands business company (the “Company”) and the individuals whose names appear on the signature pages hereto who are or hereafter may become shareholders of the Company (each such shareholder, a “Requisite Shareholder” and, collectively, the “Requisite Shareholders”). The Purchaser, Company and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • May 24th, 2024 • Tristar Acquisition I Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 23, 2024, by and between (i) Helport Limited, a British Virgin Islands business company (the “Company”), (ii) Helport AI Limited, a British Virgin Islands business company, (“Pubco”), (iii) Tristar Acquisition I Corp, an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”), (iv) Navy Sail International Limited, a British Virgin Islands company (the “Purchaser Representative”) and (v) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • November 16th, 2023 • Tristar Acquisition I Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of November 12, 2023, by the undersigned (as defined below) (the “Subject Party”) in favor of and for the benefit of Helport AI Limited, a British Virgin Islands business company (“Pubco”), Tristar Acquisition I Corp, an exempted company incorporated with limited liability in the Cayman Islands (together with its successors, including the Surviving Entity (as defined in the Business Combination Agreement) (“Purchaser”), Helport Limited, a British Virgin Islands business company (the “Company”), Navy Sale International Limited, a British Virgin Islands company (the “Purchaser Representative”), and each of Pubco’s, Purchaser’s, and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, the Purchaser Representative, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, bu
Helport AI LimitedLetter Agreement • July 23rd, 2024 • Tristar Acquisition I Corp. • Blank checks
INVESTMENT AGREEMENTInvestment Agreement • September 3rd, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of __________, 2021, is by and among (i) Tristar Acquisition I Corp. , a Cayman Islands exempted company (the “SPAC”), (ii) Tristar Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) ___________________________ (the “Investor”).
TRISTAR ACQUISITION I CORP.Administrative Support Agreement • October 19th, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This letter agreement by and between Tristar Acquisition I Corp. (the “Company”) and Tristar Holdings I Partners LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-255009) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BUSINESS COMBINATION AGREEMENT by and among TRISTAR ACQUISITION I CORP., as Purchaser, Helport AI Limited, as Pubco, Merger I Limited, as First Merger Sub, Merger II Limited, as Second Merger Sub, NAVY SAIL INTERNATIONAL LIMITED, in the capacity as...Business Combination Agreement • November 16th, 2023 • Tristar Acquisition I Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of November 12, 2023 by and among: (i) Tristar Acquisition I Corp, an exempted company incorporated with limited liability in the Cayman Islands ( “Purchaser”), (ii) Helport AI Limited, a British Virgin Islands business company, (“Pubco”), (iii) Merger I Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (iv) Merger II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), (v) Helport Limited, a British Virgin Islands business company (the “Company”), (vi) Navy Sail International Limited, a British Virgin Islands company, in the capacity as the representative from and after the Effective Time (as defined below) for the shareholders of Purchaser (other than the Company Shareholders (as defined below) as of immediately prior to the Effective Time and the
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2023 • Tristar Acquisition I Corp. • Blank checks
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [__], 2023, and shall be effective as of the Closing Date (defined in the Business Combination Agreement), by and among (i) Helport Limited, a British Virgin Islands business company (the “Company”), (ii) Tristar Acquisition I Corp., an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), (iii) Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Sponsor”), (iv) Navy Sail International Limited, a company incorporated in the British Virgin Islands with limited liability (“New Sponsor”) and (v) Helport AI Limited, a British Virgin Islands business company, (“Pubco”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then in the Business Comb
SECURITIES TRANSFER AGREEMENT by and among TRISTAR HOLDINGS I LLC the Sponsor on the one hand as Seller NAVY SAIL INTERNATIONAL LIMITED on the other hand as Buyer and TRISTAR ACQUISITION I CORP. Dated: July 18, 2023Securities Transfer Agreement • July 24th, 2023 • Tristar Acquisition I Corp. • Blank checks • New York
THIS SECURITIES TRANSFER AGREEMENT (this “Agreement”), dated as of July 18, 2023 (the “Effective Date”), is made by and between Tristar Acquisition I Corp. (the “SPAC” or the “Company”), Tristar Holdings I LLC (“Seller” or the “Sponsor”), which is also the current sponsor of the Company, and NAVY SAIL INTERNATIONAL LIMITED, or its designees (“Buyer”). Each of Buyer, the SPAC and Seller is referred to herein as a “Party” and together as the “Parties.”
INVESTMENT AGREEMENTInvestment Agreement • September 3rd, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August 18, 2021, is by and among (i) Tristar Acquisition I Corp., a Cayman Islands exempted company (the “SPAC”), (ii) Tristar Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) Cable One, Inc., a Delaware corporation (the “Investor”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • November 16th, 2023 • Tristar Acquisition I Corp. • Blank checks
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of ☐, 2023 by and among (i) Tristar Acquisition I Corp., an exempted company incorporated with limited liability in the Cayman Islands (the “Purchaser”), (ii) Helport AI Limited, a British Virgin Islands business company (the “Pubco”), and (iii) Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
Tristar Acquisition I Corp. Atlanta, GA 30305Securities Subscription Agreement • September 3rd, 2021 • Tristar Acquisition I Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on March 15, 2021, by and between Tristar Holdings I LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof and in accordance with the memorandum and articles of association of the Company (the “Articles”), the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”) of the Company. Up to 937,500 of such shares are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company’s securities pursuant to the registration statement on Form S-1 expected to be filed by the Company with the U.S. Securities and Exchange Commission in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”), as descr
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 22nd, 2023 • Tristar Acquisition I Corp. • Blank checks
This First Amendment (“First Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of December 18, 2023, by and among (i) Tristar Acquisition I Corp., an exempted company incorporated with limited liability in the Cayman Islands (together with its successors, the “Purchaser”), (ii) Helport AI Limited, a British Virgin Islands business company (“Pubco”), (iii) Merger I Limited, a British Virgin Islands business combination company and a wholly-owned subsidiary of Pubco (“First Merger Sub”), (iv) Merger II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), (v) Navy Sail International Limited, a British Virgin Islands company in the capacity as the Purchaser Representative thereunder (the “Purchaser Representative”), (vi) Extra Technology Limited, a BVI business company, in the capacity as the Seller Representative thereunder (the “Seller Representat
AMENDMENT TO THE LETTER AGREEMENTLetter Agreement • July 24th, 2023 • Tristar Acquisition I Corp. • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”), dated as of July 18, 2023, is entered into by and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Tristar Holdings I LLC (the “Sponsor”) and each of the undersigned (the “Insiders”). The Company, the Sponsor and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party.”
JOINDER TO LETTER AGREEMENT AND REGISTRATION RIGHTS AGREEMENTJoinder to Letter Agreement and Registration Rights Agreement • July 24th, 2023 • Tristar Acquisition I Corp. • Blank checks
Reference is made to that certain Securities Purchase Agreement, dated as of July 18, 2023 (the “Agreement”), by and among Navy Sail International Limited (“Investor”), Tristar Acquisition I Corp. (the “Company”) and Tristar Holdings I LLC (the “Sponsor”), pursuant to which Investor shall be entitled to acquire securities of the Company from the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
FOUNDER SHARE TRANSFER AGREEMENTFounder Share Transfer Agreement • July 24th, 2023 • Tristar Acquisition I Corp. • Blank checks • New York
This Founder Share Transfer Agreement (this “Agreement”) is entered into as of July 18, 2023 by and between [*] (the “Transferor”) and Chunyi (Charlie) Hao (the “Transferee”).
SECOND AMENDMENT TO LETTER AGREEMENTLetter Agreement • November 16th, 2023 • Tristar Acquisition I Corp. • Blank checks
THIS SECOND AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of November 12, 2023, and shall be effective as of the Closing (defined below), by and among (i) Tristar Acquisition I Corp, an exempted company incorporated with limited liability in the Cayman Islands (“Company”), (ii) Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Sponsor”), (iii) Helport AI Limited, a British Virgin Islands business company (“Pubco”), (iv) Helport Limited, a British Virgin Islands business company (the “Target”), (v) Navy Sail International Limited, a British Virgin Islands company (“New Sponsor”), and (vi) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and each of whom, along with the Sponsor, the New Sponsor and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used
