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, 2023Merger Agreement • 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.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration 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”).
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”).
