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).
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
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
LOCK-UP AGREEMENTLock-Up Agreement • November 16th, 2023 • Tristar Acquisition I Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ☑, 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.
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
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)).
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
