10,000,000 Units Alpha Star Acquisition Corporation FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2021 • Alpha Star Acquisition Corp • Blank checks • New York
The undersigned, Alpha 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:
Alpha Star Acquisition Corp. 4th Floor, Harbour Place, Grand Cayman KY1-1002 Cayman Islands March 26, 2021Alpha Star Acquisition Corp • June 29th, 2021 • New York
Alpha Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer A-Star Management Corp, 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:
ALPHA STAR ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 29th, 2021 • Alpha Star 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:
Alpha Star Acquisition Corporation New York, New York, 10004 Underwriter Representative Ladenburg Thalmann & Co., Inc.Letter Agreement • June 29th, 2021 • Alpha Star 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 Alpha 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 1,150,000 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, s
ALPHA STAR ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 29th, 2021 • Alpha Star Acquisition Corp • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________ __, 2021, by and between Alpha Star Path 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 • June 29th, 2021 • Alpha Star Acquisition Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2021, by and among Alpha 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”).
ALPHA STAR ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • March 30th, 2022 • Alpha Star Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 13th day of December 2021, by and between Alpha Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 80 Broad Street, 5th Floor, New York, New York 10004 and A-Star Management Corp., a British Virgin Islands company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • December 2nd, 2021 • Alpha Star Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Alpha Star Acquisition Corporation, a Cayman Islands exempted company, with executive offices at 80 Broad Street, 5th Floor, New York, NY 10004 (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”).
ALPAH STAR ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENTForm of Rights Agreement • December 2nd, 2021 • Alpha Star Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of _______, 2021 between Alpha Star Acquisition Corporation, a Cayman Islands company with offices at 80 Broad Street, 5th Floor, New York, New York 10004 (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 AGREEMENT Alpha Star Acquisition CorporationAdministrative Services Agreement • June 29th, 2021 • Alpha Star 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 Alpha 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”), A-Star Management Corp. (“A-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 80 Broad Street, 5th Floor, New York, NY 10004 (or any successor location). In exchange therefor, the Company shall pay M-Star the sum of $10,000 per month on the
ADMINISTRATIVE SERVICES AGREEMENT Alpha Star Acquisition Corporation 80 Broad Street, 5th Floor New York, NY 10004Administrative Services Agreement • March 30th, 2022 • Alpha 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 Alpha 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”), A-Star Management Corp. (“A-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 80 Broad Street, 5th Floor, New York, NY 10004 (or any successor location). In exchange therefor, the Company shall pay M-Star the sum of $10,000 per month on the
