FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
The undersigned, Metal Sky Star Acquisition Corporation, a Cayman Islands company (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you”, “Ladenburg”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
Metal Sky Star Acquisition Corporation New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc.Letter Agreement • March 8th, 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-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 shar
METAL SKY STAR ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 8th, 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 FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • March 8th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ___ day of ________, 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 • March 8th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 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 8th, 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”).
