SECOND AMENDMENT TO LETTER AGREEMENT

EXHIBIT 10.3

Execution Version

SECOND AMENDMENT TO LETTER AGREEMENT

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 but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Letter Agreement (as defined below) (and if such term is not defined in the Original Letter Agreement, then in the BCA (as defined below)).

RECITALS

WHEREAS, Company, the Sponsor and the other undersigned Insiders are parties to that certain Letter Agreement, dated as of October 13, 2021 (the “Original Letter Agreement” and, as amended by this Amendment, the Joinder to Letter Agreement (as defined below) and the Original Letter Agreement Amendment (as defined below), the “Letter Agreement”), pursuant to which the Sponsor and the undersigned Insiders agreed, among other matters, agreed to (i) waive their redemption rights with respect to their Founder Shares and the Purchaser Class A Shares issuable upon conversion of the Founder Shares that they may have in connection with the consummation of the proposed Business Combination, including the redemption rights with respect to any Purchaser Class A Shares sold as part of the Purchaser Public Units (the “Public Shares”) they hold, (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (although they will be entitled to liquidating distributions from the trust account with respect to any Public Shares if the Company fails to consummate a Business Combination within the required time period set forth in the Charter), (iii) vote in favor of any proposed Business Combination for which the Company seeks approval, and (iv) certain transfer restrictions with respect to the Founder Shares and Purchaser Private Warrants (or the Purchaser Class A Shares issued or issuable upon the conversion or exercise thereof);

WHEREAS, on July 18, 2023, the Company, the New Sponsor and the undersigned Insiders entered into that certain Xxxxxxx to Letter Agreement and Registration Rights Agreement (the “Joinder to Letter Agreement”), pursuant to which the New Sponsor became a party to the Original Letter Agreement;

WHEREAS, on July 18, 2023, the Company, the New Sponsor and the undersigned Insiders entered into that certain Amendment to the Letter Agreement (the “Original Letter Agreement Amendment”), pursuant to which the terms of the Original Letter Agreement were amended to allow for a transfer of all of the Sponsor’s Class B Ordinary Shares to the New Sponsor;

WHEREAS, on or about the date hereof, the Company, Pubco, the Target, Merger I Limited, a British Virgin Islands business company (“First Merger Sub”), and Merger II Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“Second Merger Sub”) entered into that certain Business Combination Agreement (the “BCA”);

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WHEREAS, pursuant to the BCA, subject to the terms and conditions thereof, (i) on the Closing Date, First Merger Sub will merge with and into Target (the "First Merger”), with Target surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of Target being converted into the right to receive Pubco securities; (ii) on the Closing Date and immediately following the First Merger, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with and into the Company (the “Second Merger”, and together with the First Merger, the “Mergers”), with the Company surviving the Second Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Company being converted into the right to receive securities of Pubco; and, in connection therewith (iii) each outstanding warrant of the Company shall be assumed by Pubco and become a warrant to purchase the same number of ordinary shares of Pubco at the same exercise price during the same exercise period and otherwise on the same terms as the warrants of the Company being assumed all upon the terms and subject to the conditions set forth in the BCA and in accordance with the provision of applicable law;

WHEREAS, the parties hereto desire to amend the Letter Agreement (i) to add Pubco and Target as parties to the Letter Agreement, (ii) to revise the terms thereof in order to reflect the transactions contemplated by the BCA, including without limitation the issuance of Pubco Ordinary Shares in exchange for Company Class A Ordinary Shares and Company Class B Ordinary Shares thereunder and the issuance of Pubco Warrants in exchange for warrants of the Company thereunder; and

WHEREAS, pursuant to Section 11 of the Letter Agreement, the Letter Agreement can be amended with the written consent of all parties thereto.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Addition of Pubco and the Target as Parties to the Letter Agreement. The parties hereby agree to add Pubco and Target as parties to the Letter Agreement. The parties further agree that, from and after the Closing, (i) all of the rights and obligations of the Company under the Letter Agreement shall be, and hereby are, assigned and delegated to Pubco as if it were the original “Company” party thereto, and (ii) all references to the Company under the Letter Agreement relating to periods from and after the Closing shall instead be a reference to Pubco. By executing this Amendment, Pubco hereby agrees to be bound by and subject to all of the terms and conditions of the Letter Agreement, as amended by this Amendment, from and after the Closing as if it were the original “Company” party thereto.

2. Amendments to the Letter Agreement. The Parties hereby agree to the following amendments to the Letter Agreement:

(a) The defined terms in this Amendment, including without limitation in the preamble and recitals hereto, and the definitions incorporated by reference from the BCA, are hereby added to the Letter Agreement as if they were set forth therein.

(b) The parties hereby agree that (i) the terms “Offering Shares,” “Ordinary Shares,” “Public Shares” and “Founder Shares”, as used in the Letter Agreement shall include, without limitation, any and all Pubco Ordinary Shares into which any such securities will convert in the Mergers, and (ii) the terms “Private Placement Warrants” and “Warrants” shall include, without limitation, any and all Pubco Private Warrants into which such securities will convert in the Mergers. The parties further agree that from and after the Closing, any reference (as applicable and as appropriate) in the Letter Agreement to (A) ordinary shares will instead refer to the Pubco Ordinary Shares (and any other securities of the Company or the Target or any successor entity issued in consideration of, including, without limitation, as a stock split, dividend or distribution, or in exchange for any of such securities), and (B) the terms “Private Placement Warrants” and “Warrants” will instead refer to Pubco Warrants (and any warrants of Pubco or any successor entity issued in consideration of or in exchange for any of such warrants).

(c) Section 5 of the Original Letter Agreement is hereby amended to add as Section 5. (f):

“5. (f) Pubco shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Insider or its permitted transferee, for the Founder Shares (or Ordinary Shares issuable upon conversion thereof) and Private Placement Warrants (or Ordinary Shares issuable upon the conversion or exercise of the Private Placement Warrants) in such amounts as specified from time to time by the Insider or its permitted transferee to Pubco upon the expiration of applicable lock-up periods (the “Irrevocable Transfer Agent Instructions”). In the event that Pubco proposes to replace its transfer agent, Pubco shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions signed by the successor transfer agent to Pubco. Pubco warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions and stop transfer instructions to give effect to Sections 5(a) or 5(b) hereof, will be given by Pubco to its transfer agent and that the Founder Shares (or Ordinary Shares issuable upon conversion thereof) and Private Placement Warrants (or Ordinary Shares issuable upon the conversion or exercise of the Private Placement Warrants) shall otherwise be freely transferable on the books and records of Pubco as and to the extent provided in this Agreement; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) any certificate for the Founder Shares (or Ordinary Shares issuable upon conversion thereof) and Private Placement Warrants (or Ordinary Shares issuable upon the conversion or exercise of the Private Placement Warrants) as and when required by this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Founder Shares (or Ordinary Shares issuable upon conversion thereof) and Private Placement Warrants (or Ordinary Shares issuable upon the conversion or exercise of the Private Placement Warrants) issued to Pubco pursuant as and when required by this Agreement. Pubco acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder. Accordingly, Pubco acknowledges, that the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.”

3. Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall become effective upon the Closing. In the event that the BCA is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

4. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Original Letter Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original Letter Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Letter Agreement in the Original Letter Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Letter Agreement, as amended by this Amendment (or as the Letter Agreement may be further amended or modified in accordance with the terms thereof and hereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Original Letter Agreement, including without limitation Section 16 thereof.

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IN WITNESS WHEREOF, each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this Second Amendment to Letter Agreement as of the date first above written.

	Sincerely,
	TRISTAR ACQUISITION I CORP.
	By:		Xxxxxx (Xxxxxxx) Xx
	Name:		Xxxxxx (Xxxxxxx) Xx
	Title:		Chief Executive Officer
	HELPORT LIMITED
	By:		/s/ Xxx Xx
	Name:		Xxx Xx
	Title:		Director
	HELPORT AI LIMITED
	By:		/s/ Cong Shi
	Name:		Cong Shi
	Title:		Director
	NAVY SAIL INTERNATIONAL
	By:		/s/ Xxxxxx (Xxxxxxx) Xxx
	Name:		Xxxxxx (Xxxxxxx) Hao
	Title:		Director
	/s/ Xxxxxxx Xxxxxxxxxx
	Name:		Xxxxxxx Xxxxxxxxxx
	/s/ Xxxx (Xxxxx) Xxxx Xxxx
	Name:		Xxxx (Xxxxx) Xxxx Xxxx
	/s/ Xxxxxx (Xxxxxxx) Hao
	Name:		Xxxxxx (Xxxxxxx) Hao
	/s/ Xxxxxxx X. Xxx
	Name:		Xxxxxxx X. Xxx
	/s/ Xxxxxx (Xxxxxxx) Xxxxxxx
	Name:		Xxxxxx (Xxxxxxx) Xxxxxxx
	/s/ Xxxx Xxxxxx
	Name:		Xxxx Xxxxxx

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