6,000,000 Units Golden Star Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks • New York
Golden Star Acquisition Corporation 4th Floor, Harbour Place, Grand Cayman KY1-1002 Cayman Islands September 15, 2021Golden Star Acquisition Corp • December 9th, 2021 • New York
Golden Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer G-Star Management Corporation, a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for and purchase 2,875,000 ordinary shares (the “Shares”), $0.001 par value per share (the “Ordinary Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 1st day of May, 2023, by and among Golden Star Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
GOLDEN STAR ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 9th, 2021 • Golden Star Acquisition Corp
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-_____), the Company and Indemnitee do hereby covenant and agree as follows:
GOLDEN STAR ACQUISITION CORPORATION RIGHTS AGREEMENTRights Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 1, 2023 between Golden Star Acquisition Corporation, a Cayman Islands company with offices at 99 Hudson Street, 5th Floor, New York, New York 10013 (the “Company”) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
FORM OF INSIDER’S LETTERLetter Agreement • March 1st, 2023 • Golden Star Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Golden Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and a right (“Right”) to receive 2/10th of an Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-_______) and prospectus (the “Prospectus”) filed by the Company with the Se
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks
GOLDEN STAR ACQUISITION CORPORATION INDEMNITY AGREEMENTIndemnity Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of May 1, 2023 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-261569), the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 1st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2023, by and among Golden Star Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
GOLDEN STAR ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 1st day of May 1, 2023, by and between Golden Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 99 Hudson Street, 5th Floor, New York, NY, 10013 and G-Star Management Corporation, a British Virgin Islands company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • October 24th, 2022 • Golden Star Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Golden Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 99 Hudson Street, 5th Floor, New York, NY, 10013 (the “Company”), and Vstock Transfer LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598, as warrant agent (“Warrant Agent”).
GOLDEN STAR ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENTForm of Rights Agreement • March 1st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of _______, 2023 between Golden Star Acquisition Corporation, a Cayman Islands company with offices at 99 Hudson Street, 5th Floor, New York, New York 10013 (the “Company”) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • July 1st, 2024 • Golden Star Acquisition Corp • Blank checks
This Second Amendment (“Second Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of June 30, 2024, by and among (i) Golden Star Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), (ii) G-Star Management Corporation, a British Virgin Islands company, in the capacity as the Purchaser Representative thereunder (“Purchaser Representative”), (iii) Gamehaus Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Company (“Pubco”), (iv) Gamehaus 1 Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Gamehaus 2 Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) Gamehaus Inc., an exempted company incorporated with
EXHIBIT C FORM OF FOUNDER LOCK-UP AGREEMENT LOCK-UP AGREEMENT (SPONSOR)Lock-Up Agreement • September 21st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ________, 2023, by and among (i) Gamehaus Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (ii) G-Star Management Corporation, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), (iii) Gamehaus, Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (iv) Golden Star Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), 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 defined below).
ADMINISTRATIVE SERVICES AGREEMENT Golden Star Acquisition CorporationAdministrative Services Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Golden Star Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), G-Star Management Corporation (“G-Star”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 99 Hudson Street, 5th Floor, New York, NY 10013 (or any successor location). In exchange therefor, the Company shall pay G-Star the sum of $10,000 per mont
EXHIBIT F FORM OF SELLER REGISTRATION RIGHTS AGREEMENT SELLER REGISTRATION RIGHTS AGREEMENTSeller Registration Rights Agreement • September 21st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of __________________, 2023 by and among (i) Gamehaus Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands (including any successor entity thereto, “Pubco”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
EXHIBIT B FORM OF COMPANY SHAREHOLDER SUPPORT AGREEMENT COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • September 21st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of _________, 2023, by and among Golden Star Acquisition Corporation an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), Gamehaus, Inc., an exempted company incorporated with limited liability in the Cayman Islands (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”). 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).
BUSINESS COMBINATION AGREEMENT by and among GOLDEN STAR ACQUISITION CORPORATION, as Purchaser, G-STAR MANAGEMENT CORPORATION in the capacity as the Purchaser Representative, GAMEHAUS HOLDINGS INC., as Pubco, GAMEHAUS 1 INC., as First Merger Sub,...Business Combination Agreement • September 21st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of September 16, 2023 by and among: (i) Golden Star Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), (ii) G-Star Management Corporation, a British Virgin Islands company, in the capacity as, from and after the Closing, the representative for Purchaser and the shareholders of Purchaser immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (“Purchaser Representative”), (iii) Gamehaus Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Company (“Pubco”), (iv) Gamehaus 1 Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Gamehaus 2 Inc., an exempted company incorporated with limited liability in the Cayman Islands and a
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 3rd, 2024 • Golden Star Acquisition Corp • Blank checks
This First Amendment (“First Amendment”) to the Business Combination Agreement (as defined below) is made and entered into as of April 1, 2024, by and among (i) Golden Star Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), (ii) G-Star Management Corporation, a British Virgin Islands company, in the capacity as the Purchaser Representative thereunder (“Purchaser Representative”), (iii) Gamehaus Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Company (“Pubco”), (iv) Gamehaus 1 Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Gamehaus 2 Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) Gamehaus Inc., an exempted company incorporated with li
EXHIBIT E FORM OF FOUNDER AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [*], 2023, and shall be effective as of the Closing (defined below), by and among (i) Golden Star Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (ii) Gamehaus Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), and (iii) the individuals and entities listed under Investors on the signature page hereto, (individually, an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below) (and if such term is not defined in the Original Agreement, then the Business Combination Agreement (as defined below)).
INSIDER’S LETTERInsider’s Letter • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Golden Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and a right (“Right”) to receive 2/10th of an Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-261569) and prospectus (the “Prospectus”) filed by the Company with the Sec
