GLOBAL STAR ACQUISITION, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2022 • Global Star Acquisition Inc. • Blank checks • New York
Global Star Acquisition, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENT GLOBAL STAR ACQUISITION, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 22nd, 2022 • Global Star Acquisition Inc. • Blank checks • New York
This Warrant Agreement (this “Agreement”), is made as of September 22, 2022, between Global Star Acquisition, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 22nd, 2022 • Global Star Acquisition Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 22, 2022 by and between Global Star Acquisition, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
GLOBAL STAR ACQUISITION INC.Global Star Acquisition Inc. • July 29th, 2022 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 14, 2022 by and between Global Star Acquisition 1 LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Global Star Acquisition Inc., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 22nd, 2022 • Global Star Acquisition Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of September 22, 2022, between Global Star Acquisition, Inc., a Delaware corporation (the “Company”), and ____________________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 29th, 2022 • Global Star Acquisition Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2022 by and between Global Star Acquisition, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2022 • Global Star Acquisition Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 22, 2022, is made and entered into by and among Global Star Acquisition, Inc., a Delaware corporation (the “Company”), Global Star Acquisition 1 LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with 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”).
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”).
Global Star Acquisition, Inc.Global Star Acquisition Inc. • September 22nd, 2022 • Blank checks • New York
This letter agreement by and between Global Star Acquisition, Inc. (the “Company”) and Global Star Acquisition 1 LLC (“Global Star Acquisition 1”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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”):
Global Star Acquisition Inc. McLean, VA 22102 Re: Initial Public Offering Ladies and Gentlemen:Global Star Acquisition Inc. • September 22nd, 2022 • 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 Global Star Acquisition Inc., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 9,200,000 of the Company’s units (including up to 1,200,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one redeemable warrant and one right. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Each right (each, a “Right”) entitles the holder thereof to re
RIGHTS AGREEMENTRights Agreement • September 22nd, 2022 • Global Star Acquisition Inc. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of September 22, 2022 between Global Star Acquisition, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
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).
AMENDMENT TO SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • July 29th, 2022 • Global Star Acquisition Inc. • Blank checks • Delaware
This AMENDMENT to the SECURITIES SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into as of July 26, 2022 (the “Effective Date”), by and between Global Star Acquisition I LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Global Star Acquisition, Inc., a Delaware corporation (the “Company,” “we” or “us”).
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.
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • March 14th, 2024 • Global Star Acquisition Inc. • Blank checks • Delaware
This First Amendment to Merger Agreement (this “Amendment”), dated as of March 11, 2024 is entered into 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 GLST Merger Sub Inc., a Delaware corporation (“Merger Sub”).
PURCHASE AGREEMENTPurchase Agreement • July 18th, 2023 • Global Star Acquisition Inc. • Blank checks • New York
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of July 12, 2023 (the “Effective Date”), by and among K Enter Holdings, Inc., a Delaware corporation (the “Acquirer”), Global Star Acquisition, Inc., a Delaware corporation (“SPAC”) and Global Star Acquisition I LLC, a Delaware limited liability company (“Sponsor”) (each a “Party” and, collectively, the “Parties”).
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”).
JOINDER TO MERGER AGREEMENTJoinder to Merger Agreement • July 18th, 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 15, 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.
