EXHIBIT C FORM OF FOUNDER LOCK-UP AGREEMENT LOCK-UP AGREEMENT (SPONSOR)Lock-Up Agreement • September 21st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ________, 2023, by and among (i) Gamehaus Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (ii) G-Star Management Corporation, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), (iii) Gamehaus, Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (iv) Golden Star Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), 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 defined below).
EXHIBIT F FORM OF SELLER REGISTRATION RIGHTS AGREEMENT SELLER REGISTRATION RIGHTS AGREEMENTSeller Registration Rights Agreement • September 21st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of __________________, 2023 by and among (i) Gamehaus Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands (including any successor entity thereto, “Pubco”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
EXHIBIT B FORM OF COMPANY SHAREHOLDER SUPPORT AGREEMENT COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • September 21st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of _________, 2023, by and among Golden Star Acquisition Corporation an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), Gamehaus, Inc., an exempted company incorporated with limited liability in the Cayman Islands (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”). 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).
BUSINESS COMBINATION AGREEMENT by and among GOLDEN STAR ACQUISITION CORPORATION, as Purchaser, G-STAR MANAGEMENT CORPORATION in the capacity as the Purchaser Representative, GAMEHAUS HOLDINGS INC., as Pubco, GAMEHAUS 1 INC., as First Merger Sub,...Business Combination Agreement • September 21st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of September 16, 2023 by and among: (i) Golden Star Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“Purchaser”), (ii) G-Star Management Corporation, a British Virgin Islands company, in the capacity as, from and after the Closing, the representative for Purchaser and the shareholders of Purchaser immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (“Purchaser Representative”), (iii) Gamehaus Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Company (“Pubco”), (iv) Gamehaus 1 Inc., an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Gamehaus 2 Inc., an exempted company incorporated with limited liability in the Cayman Islands and a
EXHIBIT E FORM OF FOUNDER AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2023 • Golden Star Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [*], 2023, and shall be effective as of the Closing (defined below), by and among (i) Golden Star Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (ii) Gamehaus Holdings Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), and (iii) the individuals and entities listed under Investors on the signature page hereto, (individually, an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below) (and if such term is not defined in the Original Agreement, then the Business Combination Agreement (as defined below)).
