FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2022 • Metal Sky Star Acquisition Corp • Blank checks • New York
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”).
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:
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”).
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
