DT Cloud Star Acquisition Corp Sample Contracts
6,000,000 Units DT CLOUD STAR ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
DT Cloud Star Acquisition Corporation Camana Bay Grand Cayman KY1-9009 Cayman Islands January 31, 2024Securities Subscription Agreement • April 29th, 2024 • DT Cloud Star Acquisition Corp • New York
This securities subscription agreement (this “Agreement”) is entered into on January 31, 2024, by and between DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and DT Cloud Star Management Limited, a British Virgin Islands business company (the “Subscriber” or “you”). Pursunat to the terms hereof, the Company is pleased to accept the Subscriber has made to subscribe for and purchase 1,725,000 ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 225,000 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 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 • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 24, 2024, by and among DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), DT Cloud Star Management Limited, a British Virgin Islands business company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Investors” (each such party, together with the Sponsor, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of July 24, 2024 (“Agreement”), by and between DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 24, 2024, by and between DT CLOUD STAR ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), Wilmington Trust, National Association, a national banking association (the “Trustee”), and VStock Transfer LLC, as the transfer agent for the Company’s securities (“VStock)”.
DT CLOUD STAR ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of July 24, 2024, by and between DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal executive office at Floors 1 through 3, 175 Pearl Street, Brooklyn, New York 11201, and DT Cloud Star Management Limited, a British Virgin Islands company (the “Purchaser”).
DT CLOUD STAR ACQUISITION CORPORATION RIGHTS AGREEMENTRights Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 24, 2024 between DT Cloud Star Acquisition Corporation, a Cayman Islands exempt company with principal executive office at Floors 1 through 3, 175 Pearl Street, Brooklyn, New York 11201 (the “Company”) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
DT Cloud Star Acquisition Corporation Floors 1 through 3, 175 Pearl Street Brooklyn, New York 11201 New York, New York 10022Underwriting Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and A.G.P./Alliance Global Partners, as the representative (the “Representative”) of the underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-ninth (1/9) of one Ordinary Share (“Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks
This letter agreement (this “Agreement”) by and between DT Cloud Star Acquisition Corporation (the “Company”) and DT Cloud Star Management Limited (“DT Star Mgmt”), dated as of the date hereof, will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of the Company registered on the Company’s registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Stock 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”), DT Star Mgmt shall make available, or cause to be made 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 175 Pearl
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 24th, 2025 • DT Cloud Star Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of October 22, 2025, to the Investment Management Trust Agreement (as defined below) is made by and between DT Cloud Star Acquisition Corporation, a British Virgin Island corporation (the “Company”), Wilmington Trust National Association, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • October 22nd, 2025 • DT Cloud Star Acquisition Corp • Blank checks • New York
This Non-Redemption Agreement (“Agreement”) dated October 21, 2025 by and among the entities listed on Exhibit A (collectively, the “Holder”), DT Cloud Star Acquisition Corporation, a Cayman Islands exempt company (the “Company”), and DT Cloud Management Limited, a British Virgin Islands company (“Sponsor”).
FINAL VERSION LOCK-UP AGREEMENTLock-Up Agreement • February 6th, 2026 • DT Cloud Star Acquisition Corp • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2026, by and between the undersigned (the “Holder”) and [*]1, a Delaware corporation (“Purchaser”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 6th, 2026 • DT Cloud Star Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of February 2, 2026 by and among (i) DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (“Parent”), (ii) DTSQ PURCHASER INC, a Delaware corporation and a wholly owned subsidiary of the Parent (“Purchaser”), (iii) DTSQ Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger Sub”), and (iv) PrimeGen US, Inc., a Delaware corporation (the “Company”). Parent, Purchaser, Merger Sub, and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties,” and Parent, Purchaser and Merger Sub are sometimes referred to herein individually as a “Parent Party” and, collectively, as the “Parent Parties.”
FINAL REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2026 • DT Cloud Star Acquisition Corp • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2026 by and among (i) [ ], (the “PubCo”), formerly known as DTSQ PURCHASER INC.1, a Delaware corporation (the “Purchaser”), and (ii) the undersigned parties listed under Investor on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively the “Investors”).
LETTER AGREEMENT TO THE PROMISSORY NOTELetter Agreement to Promissory Note • July 31st, 2025 • DT Cloud Star Acquisition Corp • Blank checks • New York
This Letter Agreement to Promissory Note, dated as of July 29, 2025 (this “Letter Agreement”), is entered into by DT Cloud Star Acquisition Corporation, an exempted company incorporated in the Cayman Island (the “Company”), and DT Cloud Star Management Limited (the “Sponsor”).
INSIDER SUPPORT AGREEMENTInsider Support Agreement • February 6th, 2026 • DT Cloud Star Acquisition Corp • Blank checks
This INSIDER SUPPORT AGREEMENT, dated as of February 2, 2026 (this “Support Agreement”), is entered into by and among the persons listed on Exhibit A hereto (each, a “Supporter), DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (“Parent”), DTSQ PURCHASER INC., a Delaware corporation and a wholly owned subsidiary of the Parent (“Purchaser”), DTSQ Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger Sub”), and PrimeGen US, Inc., a Delaware corporation (the “Company). Parent, Purchaser and Merger Sub are collectively referred to herein as the “Parent Parties.” Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
CLASS A COMMON STOCK PURCHASE WARRANT PRIMEGEN US, INC.Security Agreement • February 6th, 2026 • DT Cloud Star Acquisition Corp • Blank checks
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [*]3 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [*]4 (the “Termination Date”) but not thereafter, to subscribe for and purchase from PrimeGen US, Inc., a Delaware corporation (the “Company”), up to [ ] shares of the Company’s Class A Common Stock, par value $0.00001 per share (as subject to adjustment hereunder, the “Warrant Shares”) of the Company. The purchase price of one share of Class A Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • February 6th, 2026 • DT Cloud Star Acquisition Corp • Blank checks
This COMPANY SUPPORT AGREEMENT, dated as of February 2, 2026 (this “Support Agreement”), is entered into by and among PrimeGen US, Inc., a Delaware corporation (the “Company”), DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (“Parent”), DTSQ PURCHASER INC., a Delaware corporation and a wholly owned subsidiary of the Parent (“Purchaser”), DTSQ Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger Sub”), and the Significant Company Holders, as set forth on Exhibit A attached hereto. Parent, Purchaser and Merger Sub are collectively referred to herein as the “Parent Parties.” Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).