0001829126-23-003101 Sample Contracts

6,000,000 Units Golden Star Acquisition Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 1st day of May, 2023, by and among Golden Star Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

GOLDEN STAR ACQUISITION CORPORATION RIGHTS AGREEMENT
Rights Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of May 1, 2023 between Golden Star Acquisition Corporation, a Cayman Islands company with offices at 99 Hudson Street, 5th Floor, New York, New York 10013 (the “Company”) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks
GOLDEN STAR ACQUISITION CORPORATION INDEMNITY AGREEMENT
Indemnity Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of May 1, 2023 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-261569), the Company and Indemnitee do hereby covenant and agree as follows:

GOLDEN STAR ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT
Private Placement Unit Subscription Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks • New York

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 1st day of May 1, 2023, by and between Golden Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 99 Hudson Street, 5th Floor, New York, NY, 10013 and G-Star Management Corporation, a British Virgin Islands company (the “Purchaser”).

ADMINISTRATIVE SERVICES AGREEMENT Golden Star Acquisition Corporation
Administrative Services Agreement • May 5th, 2023 • Golden Star Acquisition Corp • Blank checks

This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Golden Star Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital 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”), G-Star Management Corporation (“G-Star”) shall make 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 99 Hudson Street, 5th Floor, New York, NY 10013 (or any successor location). In exchange therefor, the Company shall pay G-Star the sum of $10,000 per mont

INSIDER’S LETTER
Insider’s Letter • May 5th, 2023 • Golden Star Acquisition Corp • 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 Golden Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and a right (“Right”) to receive 2/10th of an Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-261569) and prospectus (the “Prospectus”) filed by the Company with the Sec

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