AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2023 • Global Star Acquisition Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2023, is made and entered into by and among K Wave Media Ltd., a Cayman Islands exempted company (the “Company”), Global Star Acquisition 1 LLC, a Delaware limited liability company (the “Sponsor”), certain former stockholders of Global Star Acquisition Inc., a Delaware corporation (the “Parent”) (such stockholders, together with the Sponsor, the “Parent Holders”), certain former shareholders of K Enter Holdings Inc., a Delaware corporation (“Target”), set forth on Schedule I hereto (such stockholders, the “Target Holders”), and other persons and entities (collectively with the Sponsor, the Parent Holders, the Target Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
MERGER AGREEMENT dated June 15, 2023 by and among K Enter Holdings Inc., a Delaware corporation (the “Company”), Global Star Acquisition Inc., a Delaware corporation (“Parent”), K Wave Media Ltd., a Cayman Islands exempted company (“Purchaser”) and...Merger Agreement • June 22nd, 2023 • Global Star Acquisition Inc. • Blank checks • Delaware
MERGER AGREEMENT dated as of June 15, 2023 (this “Agreement”), by and among K Enter Holdings Inc., a Delaware corporation (the “Company”), Global Star Acquisition Inc., a Delaware corporation (“Parent”), Purchaser (as defined below) and Merger Sub (as defined below).
JOINDER TO MERGER AGREEMENTJoinder to Merger Agreement • June 22nd, 2023 • Global Star Acquisition Inc. • Blank checks
This joinder (this “Joinder”) is being executed and delivered by K Wave Media Ltd., a Cayman Islands exempted company (“K Wave Media”), and GLST Merger Sub Inc., a Delaware corporation (GLST Merger Sub”), pursuant to the Merger Agreement, dated as of June ___, 2023 (as the same may be amended from time to time, the “Merger Agreement”), by and among K Enter Holdings Inc., a Delaware corporation (the “Company”), Global Star Acquisition Inc., a Delaware corporation (“Parent”), Purchaser and Merger Sub. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Merger Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • June 22nd, 2023 • Global Star Acquisition Inc. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [•], 2023 by and among K Wave Media Ltd., a Cayman Islands exempted company (the “Purchaser”), Global Star Acquisition 1 LLC, a Delaware limited liability company (the “Sponsor”), certain former shareholders of K Enter Holdings Inc., a Delaware corporation (the “Target”), set forth on Schedule I hereto (such stockholders, the “Target Holders”), and other persons and entities (collectively with the Sponsor, the Target Holders and any person or entity who hereafter becomes a party to this Agreement, the “Holders” and each, a “Holder”).
