Exhibit

10.3




 




GOLDEN

STAR ACQUISITION corporation




 




FORM OF

INVESTMENT MANAGEMENT TRUST AGREEMENT




 




This

Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________ __, 2021, by

and between Golden Star Acquisition Corporation, a Cayman Island corporation (the “Company”), and Wilmington

Trust, National Association, a national banking association (the “Trustee”) and VStock Transfer LLC as transfer

agent for the Company’s securities (“VStock”).




 




WHEREAS,

the Company’s registration statement, as amended, on Form S-1, File No. 333-[____] (the “Registration Statement”)

for the initial public offering (such initial public offering hereinafter referred to as the “Offering”) of

the Company’s units (the “Units”), each of which consists of: (i) one ordinary share, par value

$0.001 per share (the “Ordinary Share”); (ii) one redeemable warrant (“Warrant”) entitling

the holder thereof to purchase one-half of one Ordinary Share; and (iii) one right (“Right”) to receive 1/10th

of an Ordinary Share has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission (the “SEC”);

and




 




WHEREAS,

the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann &

Co. Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”)

named therein; and




 




WHEREAS,

the Company has previously or simultaneously herewith entered into agreements with VStock, whereby VStock shall serve as transfer agent

and registrar with respect to the Units, the Ordinary Shares, Warrants and Rights.




 




WHEREAS,

as described in the Registration Statement, an aggregate of $100,000,000 consisting of proceeds of the Offering and a portion of the

sale proceeds of the sale of the 300,000 Private Placement Units (or 330,000 Private Placement Units if the Underwriters’ option

to purchase additional units is exercised in full) issued to G-Star Management Corporation (“Sponsor”) as sponsor

of the Company (or $115,000,000 if the Underwriters’ option to purchase additional units is exercised in full) will be delivered

to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust

Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering

as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon and any Extension Payment

as described in the paragraph below) is referred to herein as the “Property,” the stockholders for whose benefit

the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders

and the Company will be referred to together as the “Beneficiaries”); and




 




WHEREAS,

as described Registration Statement and in its Amended and Restated Memorandum and Articles of Association, the Company’s ability

to complete a business combination may be extended in additional increments of one-month up to a total of 9 additional months from the

closing date of the Offering, subject to the payment into the Trust Account by the Sponsor (or its designees or affiliates) of the sum

of $333,333 per month (or $383,333 in the event that the Underwriters’ option to purchase additional units is exercised in full)

(the “Extension Payment”), representing the sum of $0.40 per Ordinary Share sold to Public Stockholders, and which

Extension Payments, if any, shall be added to the Trust Account.




 




WHEREAS,

pursuant to the Underwriting Agreement, a portion of the Property equal to $2,500,000, or $2,875,500 if the Underwriters’ over-allotment

option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to

the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);

and




 




WHEREAS,

the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall

hold the Property.




 











     



     



    



 




NOW

THEREFORE, IT IS AGREED:




 




1. Agreements

and Covenants of Trustee. The Trustee hereby agrees and covenants to:




 




(a) Hold

the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee

in the United States at Wilmington Trust, National Association.




 




(b) Manage,

supervise and administer the Trust Account subject to the terms and conditions set forth herein;




 




(c) In

a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities

within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less,

or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated

under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,

as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting

the Company’s instructions hereunder;




 




(d) Collect

and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”

as such term is used herein;




 




(e) Promptly

notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action

by the Company;




 




(f) Supply

any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s

preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit

of the Company’s financial statements by the Company’s auditors;




 




(g) Participate

in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the

Company to do so;




 




(h) Render

to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements

of the Trust Account;




 




(i)

Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in

accordance with the terms of, a letter from the Company (“Termination Letter”) in a form

substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed

on behalf of the Company by an Authorized Representative (as such term is defined below), in coordination with the Company

and VStock and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including

interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of

any taxes payable and less up to $[50,000] of interest that may be released to the Company to pay dissolution expenses), only

as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later

of (1) 9 months after the closing of the Offering or (2) such later date up to 21 months after closing of the

Offering as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated

memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in

which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter

attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the

Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to [$50,000]

of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders

of record as of such date as reflected in the records of VStock; provided, however, that in the event the Trustee

receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to

liquidate the Property because it has received no such Termination Letter by the date specified in clause

(y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months

following the date the Property has been distributed to the Public Stockholders;




 











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(j) Upon

written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C

(a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company

the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of

assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by

electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority,

as applicable; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax

obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make

such distribution so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided,

further, however that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall

be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal

financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess

of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced

above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility

to look beyond said request;




 




(k) Only

release the Property in accordance with a written instruction, signed by an Authorized Representative (as such term is defined below)

of the Company substantially in the form attached as Exhibit A, B or C, as applicable, attached hereto (each, a “Written

Direction” and collectively, the “Written Direction”); and




 




(l) Not

make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i) or 1(j) above.




 




2. Agreements

and Covenants of the Company. The Company hereby agrees and covenants to:




 




(a) Give

all instructions to the Trustee hereunder in writing, signed by an Authorized Representative (as such term is defined below) of the Company.

In addition, except with respect to its duties under Sections 1(i) or 1(j) hereof, the Trustee shall be entitled to

rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable

care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly

confirm such instructions in writing;




 




(b) Subject

to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all out-of-pocket expenses, including

reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder

and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any

claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property

or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful

misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,

pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing

of such claim (hereinafter referred to as the “Indemnified Claim”), provided, that no failure or delay

by the Trustee to so notify the Company shall relieve the Company from its obligations under this Agreement, except as and to the extent

it is found, in a final, unappealable judgment by a court of competent jurisdiction, that such failure or delay actually and materially

prejudiced the Company. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that

the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably

withheld or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which

such consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel and at its

sole cost and expense;




 




(c) Pay

the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction

processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property

shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof.

The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.

The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),

Schedule A and as may be provided in Section 2(b) hereof;




 











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(d) In

connection with any vote of the Company’s stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”),

provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such

stockholders regarding such Business Combination;




 




(e) Provide

the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect

to any proposed withdrawal from the Trust Account promptly after it issues the same;




 




(f) Expressly

provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of

Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by Ladenburg Thalmann & Co., Inc.




 




(g) Instruct

the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make

any distributions that are not permitted under this Agreement; and




 




(h) Designate,

on an incumbency certificate delivered to Trustee on the date hereof (the “Incumbency Certificate”), its authorized

representatives for purposes of this Agreement (each such individual, an “Authorized Representative” of the

Company), which shall certify that the title, contact information and specimen signature of each such Authorized Representative as set

forth therein is true and correct.




 




(i) [reserved].




 




3. Limitations

of Liability. The Trustee shall have no responsibility or liability to:




 




(a) Imply

obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement

and that which is expressly set forth herein;




 




(b) Take

any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to

any third party except for liability arising out of the Trustee’s fraud, gross negligence or willful misconduct;




 




(c) Institute

any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind

with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to

do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;




 




(d) Refund

any depreciation in principal of any Property;




 




(e) Assume

that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise

in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;




 




(f) The

other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in

good faith and in the Trustee’s best judgment, except for the Trustee’s fraud, gross negligence or willful misconduct. The

Trustee may rely conclusively and shall be protected in acting upon any Written Direction, order, notice, demand, certificate, opinion

or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,

report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as

to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care,

to be genuine and to be signed or presented by the proper person or persons. The Trustee shall be deemed to be acting with reasonable

care with respect to any Written Direction if it takes such action in conformity with its standard procedures for confirming instructions

for wires applicable to the Company. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination

or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed

by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent

thereto;




 











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(g) Verify

the accuracy of the information contained in the Registration Statement or any other filings made by the Company with the SEC;




 




(h) Provide

any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by

the Registration Statement;




 




(i) File

information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements

to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;




 




(j) Prepare,

execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating

to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to,

income tax obligations, except pursuant to Section 1(j) hereof; or




 




(k) Verify

calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or

1(k) hereof.




 




The

Company also agrees that the Trustee will only be responsible for direct damages, and not for any type of indirect, special, consequential,

or punitive damages, even if the Trustee is aware of the potential for such damages.




 




4. Trust

Account Waiver. Neither VStock nor the Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)

to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it

or they may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without

limitation, under Section 2(b) or Section 2(c) hereof, the Trustee or VStock shall pursue such Claim

solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.




 




5. Termination.

This Agreement shall terminate as follows:




 




(a) If

the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable

efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time

that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this

Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing

to replace the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee,

including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement

shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety

(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited

with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such

deposit, the Trustee shall be immune from any liability whatsoever; or




 




(b) At

such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of

Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement

shall terminate except with respect to Section 2(b).




 




(c) If

the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by

the Trustee from the Company or the Sponsor, as applicable, shall be returned promptly following the receipt by the Trustee of written

instructions from the Company.




 











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6. Miscellaneous.




 




(a) The

Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds

transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such

security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized

persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,

the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying

information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s

fraud, gross negligence or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting

from any error in the information or transmission of the funds.




 




(b) This

Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement may be

executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute

but one instrument.




 




(c) This

Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for

Section 1(i) through (l) (which sections may not be modified, amended or deleted without the affirmative vote of

sixty-five percent (65%) of the then outstanding Ordinary Shares of the Company voting together as a single class; provided that no such

amendment will affect any stockholder of the Company who has validly elected to redeem his, her or its Ordinary Shares in connection

with a stockholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified

(other than to correct a typographical error) by a writing signed by each of the parties hereto.




 




(d) The

parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,

for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,

EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.




 




(e) Any

notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall

be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by facsimile

transmission or by email:




 




if

to the Trustee, to:




 




Wilmington

Trust, National Association




1100

North Market Street




Rodney

Square North




Wilmington,

DE 19890




Attn:

Corporate Trust Administration




FAX

(302) 636-4149




dyoung@wilmingtontrust.com




 




in

each case, with copies to:




 




VStock

Transfer LLC




18

Lafayette




Woodmere,

New York




 


if

to the Company, to:




 




Golden

Star Acquisition Corporation




99

Hudson Street, 5th Floor




New

York, New York 10013




Tel.:

(646) 706-5365




Attn.:

Chief Executive Officer


 










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in

each case, with copies to:




 




Becker &

Poliakoff LLP




45

Broadway, 17th Floor




New

York New York 10017




Tel.:

212 599-3322




Attn.:

Bill Huo, Esq.




bhuo@beckerlawyers.com




 




If

to the Representative:




 




Ladenburg

Thalmann & Co. Inc.




640

Fifth Avenue, 4th Floor




New

York, NY 10019




Tel.:

(212) 409 2119




Attn.: Jeffery

Caliva




jcaliva@ladenburg.com




 




in

each case, with copies to:




 




Kramer

Levin Naftalis & Frankel LLP




1177

Avenue of Americas




New

York, NY 10036




Tel.:

(212) 715 9100




Attn.:

Christopher Auguste, Esq.




cauguste@kramerlevin.com




 




(f) This

Agreement may not be assigned by the Trustee or VStock without the prior consent of the Company, which such consent shall not be unreasonably

withheld.




 




(g) Each

of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this

Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not

make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust

Account under any circumstance.




 




(h) Each

of the Company, VStock and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third-party

beneficiary of this Agreement.




 




(i) Except

as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.




 




(j) In

the event that any Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or

enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Property,

the Trustee is hereby expressly authorized, in its reasonable discretion, to comply with all writs, orders or decrees so entered or issued,

or which it is advised by legal counsel of its own choosing is binding upon it. In the event that the Trustee obeys or complies with

any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason

of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.




 











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(k) The

Trustee shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising

out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God;

earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or

malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military

authority or governmental action (any such event, a “Force Majeure Event”). Notwithstanding anything to the

contrary in this Agreement, for purposes of all services provided pursuant to this Agreement (the “Services”),

Trustee shall continuously maintain business continuity and disaster recovery plans (including regular updates) that are consistent with

then-current industry standards applicable to similarly situated providers of services comparable to the Services. Without limiting the

generality of the foregoing, the business continuity and/or disaster recovery plans will cover the computer software, computer hardware,

telecommunications capabilities and other similar or related items of automated, computerized, software system(s) and network(s) or

system(s) and will be designed, among other things, to permit the ongoing operation and functionality of the Services on a continuous

basis and/or to facilitate the continuation and/or resumption of, the Services. In the event of disruption in the Services for any reason

including the occurrence of a Force Majeure Event that causes Trustee to be required to allocate limited resources between or among Trustee’s

affected customers, Trustee shall not do so in a manner that is intended to treat the Company less favorably than other similarly situated

affected customers generally. In addition, in the event Trustee has knowledge that there is, or has been, an incident affecting the integrity

or availability of Trustee’s business continuity and disaster recovery system, Trustee shall endeavor to notify the Company in

writing, as promptly as practicable, of the incident.




 




(l) The

Trustee and VStock shall each be entitled to consult with legal counsel in the event that a question or dispute arises with regard to

the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with

the advice or opinion of such counsel.




 




[Signature

Page Follows]




 











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IN

WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.




 




	 	Company
	 	GOLDEN STAR

    ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	TRUSTEE:
	 	 
	 	Wilmington

    Trust, National Association,
	 	as Trustee
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	VStock

Transfer LLC

	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 











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SCHEDULE

A




 




Fees

of Trustee




 











    Sch. A-1



     



    



 




EXHIBIT A




 




[Letterhead

of Company]




 




[Insert

date]




 




Wilmington

Trust, National Association




1100

North Market Street




Rodney

Square North




Wilmington,

DE 19890




 




	 	Re:	Trust Account No.   Termination Letter



 




Ladies

and Gentlemen:




 




Pursuant

to Section 1(i) of the Investment Management Trust Agreement between Golden Star Acquisition Corporation (the “Company”)

and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2021 (the “Trust Agreement”),

this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”)

to consummate a business combination with Target Business (the “Business Combination”) on or about [insert

date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you

may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used

but not defined herein shall have the meanings set forth in the Trust Agreement.




 




In

accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account

on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation

Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that _____________

(the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation

Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [Ÿ] awaiting distribution, neither

the Company nor the Representative will earn any interest or dividends.




 




On

the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been

consummated, or will be consummated, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)

and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that

the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held, and (b) joint written

instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including

payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed

and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction

Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not

be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct

you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the

distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,

your obligations under the Trust Agreement shall be terminated.




 




In

the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified

you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions

from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement

on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.




 




	 	Very truly

    yours,
	 	 
	 	Company
	 	Golden Star

    Acquisition Corporation
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 




	cc:	Bill Huo, Esq.



 











    A-1



     



    



 




EXHIBIT B




 




[Letterhead

of Company]




 




[Insert

date]




 




Wilmington

Trust, National Association




1100

North Market Street




Rodney

Square North




Wilmington,

DE 19890




 




	 	Re:	Trust Account No.   Termination Letter



 




Ladies

and Gentlemen:




 




Pursuant

to Section 1(i) of the Investment Management Trust Agreement between Golden Star Acquisition Corporation (the “Company”)

and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2021 (the “Trust Agreement”),

this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business

Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation,

as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall

have the meanings set forth in the Trust Agreement.




 




In

accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________

and to await distribution to the Public Stockholders. The Company has selected [•] as the record date for the purpose of determining

the Public Stockholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations

under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.

The Company further instructs you that you are authorized to coordinate any and all redemption payments payable to the Company’s

shareholders requesting redemption with the Company’s stock transfer agent, VStock Transfer LLC.




 




	 	Very truly

    yours,
	 	 
	 	Company
	 	GOLDEN STAR

    ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 




	cc:	Bill Huo, Esq.



 











    B-1



     



    



 




EXHIBIT C




 




[Letterhead

of Company]




 




[Insert

date]




 




Wilmington

Trust, National Association 




1100

North Market Street 




Rodney

Square North 




Wilmington,

DE 19890




 




	 	Re:	Trust Account No.   Tax Payment Withdrawal Instruction



 




Ladies

and Gentlemen:




 




Pursuant

to Section 1(j) of the Investment Management Trust Agreement between Golden Star Acquisition Corporation (the “Company”)

and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2021 (the “Trust Agreement”),

the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date

hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.




 




The

Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with

the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your

receipt of this letter to the Company’s operating account at:




 




[WIRE INSTRUCTION INFORMATION]








 




	 	Very truly

    yours,
	 	 
	 	Golden Star

    Acquisition Corporation
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 





 


	cc:	Bill Huo, Esq.





 








    C-1