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:
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:
Metal Sky Star Acquisition Corporation New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc.Letter Agreement • October 14th, 2021 • Metal Sky Acquisition Corp • 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 5,750,000 of the Company’s units (including up to 750,000 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-half of an Ordinary Share (“Warrant”) and a right (“Right”) to receive 1/10th of an Ordinary Share. Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per share,
METAL SKY STAR ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2021 • Metal Sky Acquisition Corp • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________ __, 2021, by and between Metal Sky 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”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 14th, 2021 • Metal Sky Acquisition Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2021, 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 PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • October 14th, 2021 • Metal Sky Acquisition Corp • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ___ day of ________, 2021, 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 • October 14th, 2021 • Metal Sky Acquisition Corp • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 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 • October 14th, 2021 • Metal Sky Acquisition Corp • New York
This Rights Agreement (this “Agreement”) is made as of _______, 2021 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”).
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
