FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
Metal Sky Star Acquisition Corporation 4th Floor, Harbour Place, Grand Cayman KY1-1002 Cayman Islands September 22, 2021Metal Sky Acquisition Corp • October 14th, 2021 • New York
Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer M-Star Management Corporation, a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for and purchase 2,875,000 ordinary shares (the “Shares”), $0.001 par value per share (the “Ordinary Shares”), up to 375,000 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 (this “Agreement”) 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 • April 5th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 31st day of March, 2022, by and among Metal Sky 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”).
METAL SKY STAR ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 14th, 2021 • Metal Sky Acquisition Corp
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 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-_____), the Company and Indemnitee do hereby covenant and agree as follows:
RIGHTS AGREEMENTRights Agreement • April 5th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of March 31, 2022 between Metal Sky Star Acquisition Corporation, a Cayman Islands company with offices at 132 West 31st Street, First Floor, New York, New York 10001 (the “Company”) and Vstock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
Metal Sky Star Acquisition Corporation New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc.Letter Agreement • April 5th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
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 Metal Sky 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 11,500,000 of the Company’s units (including up to 1,500,000 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”), one warrant to purchase one Ordinary Share (“Warrant”) and a right (“Right”) to receive 1/10th of an Ordinary Share. Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustmen
METAL SKY STAR ACQUISITION corporation INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 5th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
METAL SKY STAR ACQUISITION CORPORATION INDEMNITY AGREEMENTIndemnity Agreement • April 5th, 2022 • Metal Sky 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 March 31, 2022 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. 333-260251), the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 28th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2022, by and among Metal Sky 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”).
METAL SKY STAR ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • April 5th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 31 day of March, 2022, by and between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 132 West 31st Street, First Floor, New York, New York, 10001 and M-Star Management Corporation, a British Virgin Islands company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • April 5th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of March 31, 2022 between Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 132 West 31st Street, First Floor, New York, NY 10001 (the “Company”), and Vstock Transfer LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598, as warrant agent (“Warrant Agent”).
METAL SKY STAR ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENTForm of Rights Agreement • March 28th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of _______, 2022 between Metal Sky Star Acquisition Corporation, a Cayman Islands company with offices at 132 West 31st Street, First Floor, New York, New York 10001 (the “Company”) and Vstock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
AGREEMENT AND PLAN OF MERGER by and among Future Dao Group Holding Limited and Future Dao League Limited and Metal Sky Star Acquisition Corporation dated as of April 12, 2023Agreement and Plan of Merger • April 17th, 2023 • Metal Sky Star Acquisition Corp • Blank checks • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 12, 2023, by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company” or “Holding” as the context requires), Future Dao League Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Company (the “Merger Sub”), and Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”). The Company, Merger Sub and SPAC are collectively referred to herein as the “Parties” and individually as a “Party”. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article I or as otherwise defined elsewhere in this Agreement.
AMENDMENT AGREEMENTAmendment Agreement • November 1st, 2023 • Metal Sky Star Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 31, 2023, by and between Metal Sky Star Acquisition Corp., a Cayman Islands corporation (the “Company”), Wilmington Trust, National Association, a national banking association (the “Trustee”), and Vstock Transfer LLC, as transfer agent for the Company’s securities (“Vstock”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated March 30, 2022, by and between the parties hereto (the “Trust Agreement”).
ADMINISTRATIVE SERVICES AGREEMENT Metal Sky Star Acquisition CorporationAdministrative Services Agreement • April 5th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Metal Sky 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”), M-Star Management Corporation (“M-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 132 West 31st Street, First Floor, New York, NY 10001 (or any successor location). In exchange therefor, the Company shall pay M-Star the sum of $10,000
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 17th, 2023 • Metal Sky Star Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [*], by and among Future Dao Group Holding Limited, a Cayman Islands incorporated company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Equipment Contribution and Share Escrow AgreementEquipment Contribution and Share Escrow Agreement • April 17th, 2023 • Metal Sky Star Acquisition Corp • Blank checks • New York
This Equipment Contribution and Share Escrow Agreement (this “Agreement”) is entered into on April 12, 2023 (the “Effective Date”), by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), X CAPITAL INVESTMENT PTE. LTD. (“X Capital”), ANTS INVESTMENT MANAGEMENT PTE. LTD. (“Ants Investment”, and together with X Capital, the “Shareholder Guarantors”) and the persons listed on Schedule A hereto (each, a “Contributing Shareholder” and collectively, the “Contributing Shareholders”). The Company, SPAC, the Contributing Shareholders and the Shareholder Guarantors are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Merger Agreement (as hereinafter defined).
LOCK-UP AND SUPPORT AGREEMENTLock-Up and Support Agreement • April 17th, 2023 • Metal Sky Star Acquisition Corp • Blank checks • New York
THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2023, by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), and the persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 17th, 2023 • Metal Sky Star Acquisition Corp • Blank checks • New York
VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2023, by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), and M-Star Management Corporation, a British Virgin Islands incorporated company (the “Sponsor”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • October 14th, 2021 • Metal Sky Acquisition Corp • New York
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Metal Sky 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”), M-Star Management Corporation (“M-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 132 West 31st Street, First Floor, New York, NY 10001 (or any successor location). In exchange therefor, the Company shall pay M-Star the sum of $10,000
TERMINATION AGREEMENTTermination Agreement • October 10th, 2023 • Metal Sky Star Acquisition Corp • Blank checks
This Termination Agreement (this “Agreement”) is dated as of October 6, 2023, by and among Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), Future Dao League Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and Metal Sky Star Acquisition Corporation, a Cayman Islands exempted company (“SPAC”). The Company, Merger Sub and SPAC are collectively referred to herein as the “Parties” and individually as a “Party.”
SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • April 17th, 2023 • Metal Sky Star Acquisition Corp • Blank checks
THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 12, 2023, by and between Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Company”), and M-Star Management Corporation, a British Virgin Islands incorporated limited liability company (the “Sponsor”).
