Exhibit 4.2


 


METAL
SKY STAR ACQUISITION CORPORATION


 


RIGHTS
AGREEMENT


 


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”).


 


WHEREAS,
the Company is engaged in an initial public offering (the “Public Offering”) of units of the Company’s equity
securities (each, a “Unit” and collectively, the “Units”) through Ladenburg Thalmann & Co., Inc. (the
“Representative”), as representative of the several underwriters (the “Underwriters”), each such Unit
comprised of: (i) one ordinary share of the Company, par value $0.001 per share (“Ordinary Share”); (ii) one redeemable
warrant, each warrant entitling the holder thereof to purchase one Ordinary Share; and (iii) one right to receive one-tenth (1/10)
of one Ordinary Share (the “Public Rights”) upon the happening of an Exchange Event (as defined below in Section 3.2),
and in connection therewith, the Company has determined to issue and deliver up to 11,500,000 Public Rights (including up to 1,500,000
Public Rights subject to the over-allotment option) to public investors in the Public Offering; and


 


WHEREAS,
on March 31, 2022, the Company entered into certain Private Placement Unit Subscription Purchase Agreement with M-Star Management
Corporation (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 300,000 Private Placement
Units (or 330,000 Private Placement Units if the over-allotment option is exercised in full by the Underwriters) simultaneously
with the closing of the Public Offering at a purchase price of $10.00 per Unit and in connection therewith, will issue and deliver
up to an aggregate of 300,000 rights (or 330,000 if the over-allotment option is exercised in full by the Underwriters) (“Private
Placement Rights”); and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined
in the Company’s Amended and Restated Memorandum and Articles of Association), the Sponsor or an affiliate of the Sponsor
or certain of the Company’s officers and directors may, but are not obligated to, loan to the Company funds as the Company
may require, of which up to $1,500,000 may be converted into up to an additional 150,000 Units (“Private Placement Units”)
at a price of $10.00 per Unit, and in connection therewith, the Company will issue and deliver up to an aggregate of 150,000 rights
as part of such Private Unit (the “Working Capital Rights”); and


 


WHEREAS,
the Company may issue additional rights from time to time that are to be governed by this Agreement (“Post-IPO Rights”
and together with the Private Placement Rights, the Working Capital Rights and the Public Rights, the “Rights”) in
connection with, or following the consummation by the Company of, a Business Combination; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-1, File
No. 333-260251 (the “Registration Statement”), and the prospectus forming a part thereof (collectively, the “Prospectus”),
for the registration under the Securities Act of 1933, as amended, of the Units, each of the securities comprising the Units,
and the Ordinary Shares underlying the Units including the Public Rights and which Registration Statement has been declared effective
by the SEC; and


 


WHEREAS,
the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection
with the issuance, registration, transfer and exchange of the Rights; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company
and countersigned by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights,
and the Rights Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
set forth in this Agreement.


 





     


     


    

 


2.
Rights.


 


2.1.
Form of Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A
hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman
of the Board and the Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person
whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which such person signed
the Right before such Right is issued, it may be issued with the same effect as if he or she had not ceased to be such at the
date of issuance.


 


2.2.
Effect of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall
be invalid and of no effect and may not be exchanged for Ordinary Shares.


 


2.3.
Registration.


 


2.3.1.
Right Register. The Rights Agent shall maintain books (“Right Register”) for the registration of original issuance
and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register
the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Rights Agent by the Company.


 


2.3.2.
Registered Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent
may deem and treat the person in whose name such Right shall be registered upon the Right Register (“Registered Holder”)
as the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other
writing on the Right Certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof,
and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


2.4.
Detachability of Rights. The securities comprising the Units, including the Rights, will begin to trade separately on (i) the
first trading day following the 52nd day after the effectiveness of the Registration Statement, or (ii) such earlier
date as the Representative shall determine is acceptable. In no event will separate trading of the securities comprising the Units
commence until the Company (i) files a Current Report on Form 8-K with the SEC including an audited balance sheet reflecting
the Company’s receipt of the gross proceeds of the Public Offering and (ii) issues a press release announcing when
such separate trading will begin.


 


3.
Terms and Exchange of Rights


 


3.1.
Rights. Except in cases where the Company is not the surviving entity after the occurrence of an Exchange Event, each holder
of a Right shall automatically receive one-tenth of one Ordinary Share upon consummation of an Exchange Event. No additional consideration
shall be paid by a holder of Rights in order to receive his, her or its Ordinary Shares upon an Exchange Event, as the purchase
price for such Ordinary Shares has been included in the purchase price for the Units. In no event will the Company be required
to net cash settle the Rights or issue fractional Ordinary Shares. The provisions of this Section 3.1 may not be modified,
amended or deleted without the prior written consent of the Representative.


 


3.2.
Exchange Event. An “Exchange Event” shall be deemed to occur automatically upon the Company’s consummation
of an initial Business Combination.


 


3.3.
Exchange of Rights.


 


3.3.1.
Issuance of Certificates. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders
of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company
shall make (or cause to be made) entries in its Register of Members of the Company and issue to the Registered Holder of such
Right(s) a certificate or certificates for the number of full Ordinary Shares to which he, she or it is entitled, registered
in such name or names as may be directed by him, her or it. The Company shall not issue fractional shares upon exchange of Rights.
At the time of an Exchange Event, the Company will either instruct the Rights Agent to round down to the nearest whole Ordinary
Share or otherwise inform it how fractional shares will be addressed in accordance with Cayman Islands law.


 






    2


     


    

 


3.3.2.
Valid Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement and the Amended and
Restated Memorandum and Articles of Association of the Company shall be validly issued, fully paid and nonassessable.


 


3.3.3.
Date of Issuance. Each person in whose name any such certificate for Ordinary Shares is issued shall for all purposes be
deemed to have become the holder of record of such Ordinary Shares on the date that the person’s name is entered in the
Register of Members of the Company, which shall be the date of the Exchange Event, irrespective of the date of delivery of such
certificate.


 


3.3.4
Company Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the surviving
entity, each holder of a Right will be required to affirmatively convert his, her or its Rights in order to receive the 1/10 of
an Ordinary Share underlying each Right (without paying any additional consideration) upon consummation of the Exchange Event.
Each holder of a Right will be required to indicate his, her or its election to convert the Rights into the underlying Ordinary
Shares as well as to return the original certificates evidencing the Rights to the Company.


 


3.4
Duration of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended
and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Rights shall expire and
shall be worthless.


 


4.
Transfer and Exchange of Rights.


 


4.1.
Registration of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon
the Right Register, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights
shall be issued and the old Right shall be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights
Agent to the Company from time to time upon request.


 


4.2.
Procedure for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange
or transfer, and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the Registered
Holder of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that
a Right surrendered for transfer bears a restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights
in exchange therefor until the Rights Agent has received an opinion of counsel for the Company stating that such transfer may
be made and indicating whether the new Rights must also bear a restrictive legend.


 


4.3.
Fractional Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a Right Certificate for a fraction of a Right.


 


4.4.
Service Charges. No service charge shall be made for any exchange or registration of transfer of Rights.


 


4.5.
Right Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the
Company, whenever required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company
for such purpose.


 


5.
Other Provisions Relating to Rights of Holders of Rights.


 


5.1.
No Rights as Shareholder. Until exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle
the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to
receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders
in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 


5.2.
Lost, Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the
Rights Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of
a mutilated Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost,
stolen, mutilated, or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether
or not the allegedly lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.


 






    3


     


    

 


5.3.
Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but
unissued Ordinary Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


5.4.
Adjustments to Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a
result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split,
share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with
respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.




 


6.
Concerning the Rights Agent and Other Matters.


 


6.1.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Rights Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall
not be obligated to pay any transfer taxes in respect of the Rights or such Ordinary Shares.


 


6.2.
Resignation, Consolidation, or Merger of Rights Agent.


 


6.2.1.
Appointment of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within
a period of 30 days after it has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder
of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any
Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Rights
Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Rights Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as
Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent
all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


 


6.2.2.
Notice of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice
thereof to the predecessor Rights Agent and the transfer agent for the Ordinary Shares not later than the effective date of any
such appointment.


 


6.2.3.
Merger or Consolidation of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Rights Agent shall be a party shall
be the successor Rights Agent under this Agreement without any further act.


 


6.3.
Fees and Expenses of Rights Agent.


 


6.3.1.
Remuneration. The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent
hereunder and will reimburse the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the
execution of its duties hereunder.


 


6.3.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing of the provisions of this Agreement.


 






    4


     


    

 


6.4.
Liability of Rights Agent.


 


6.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Operating Officer or Chief Financial
Officer and delivered to the Rights Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good
faith by it pursuant to the provisions of this Agreement.




 


6.4.2.
Indemnity. The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
Subject to Section 6.6 below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities,
including judgments, costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this
Agreement except as a result of the Rights Agent’s gross negligence, willful misconduct, or bad faith.


 


6.4.3.
Exclusions. The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed
to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to
this Agreement or any Right or as to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.


 


6.5.
Acceptance of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth.


 


6.6
Waiver. The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


7.
Miscellaneous Provisions.


 


7.1.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


7.2.
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the
holder of any Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until
another address is filed in writing by the Company with the Rights Agent), as follows:


 


Metal
Sky Star Acquisition Corporation


132
West 31st Street, First Floor


New
York, New York 10001


Attention:
Chief Executive Officer


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or
on the Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Rights Agent with the Company), as follows:


 


Vstock
Transfer, LLC


18
Lafayette Place


Woodmere,
New York 11598


Attention:
Relationship Management


 






    5


     


    

 


7.3.
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2
hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim.


 


7.4.
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any
of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the Registered Holders of the Rights and, for the purposes of Sections 3.1, 7.4 and 7.8 hereof, the Representative,
any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 7.4
and 7.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the
sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections 3.1, 7.4 and 7.8 hereof)
and their successors and assigns and of the Registered Holders of the Rights. The provisions of this Section 7.4 may not
be modified, amended or deleted without the prior written consent of the Representative.


 


7.5.
Examination of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of
the Rights Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Right.
The Rights Agent may require any such holder to submit his, her or its Right for inspection by it.


 


7.6.
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


7.7.
Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall
not affect the interpretation thereof.


 


7.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose
of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments
shall require the written consent or vote of the Registered Holders of a majority of the then outstanding Rights. The provisions
of this Section 7.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 


7.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


[signature
page follows]


 






    6


     


    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	Metal
    Sky Star Acquisition Corporation
	 	 
	 	By: 	/s/
    Man Chak Leung
	 	Name: 	Man Chak Leung
	 	Title: 	Chief Executive Officer
	 	 
	 	Vstock
    Transfer, LLC
	 	 
	 	By:	/s/ Shay
    Galam
	 	Name: 	Shay Galam
	 	Title: 	Compliance Officer


 






    7


     


    

 


Exhibit A


 


Form of Right Certificate


 


	NUMBER	RIGHTS


 


METAL
SKY STAR ACQUISITION CORPORATION

A CAYMAN ISLANDS COMPANY


 


Form of


 


PUBLIC
RIGHTS CERTIFICATE


 


SEE
REVERSE FOR


CERTAIN
DEFINITIONS


 


CUSIP
_______


 


This
Rights Certificate certifies that        , or registered assigns, is the registered
holder of a right or rights (the “Right”) to automatically receive one-tenth of one ordinary share,
par value $0.001 per share (“Ordinary Share”), of Metal Sky Star Acquisition Corporation (the “Company”)
for each Right evidenced by this Rights Certificate on the Company’s completion of an initial business combination (as defined
in the final prospectus relating to the Company’s initial public offering (“Prospectus”) upon surrender of this
Rights Certificate pursuant to the Rights Agreement between the Company and Vstock Transfer, LLC, as Rights Agent (the “Rights
Agent”). In no event will the Company be required to net cash settle any Right or issue a fractional Ordinary Share.


 


Upon
liquidation of the Company in the event an initial business combination is not consummated during the required period as identified
in the Company’s Amended and Restated Memorandum and Articles of Association, the Rights shall expire and be worthless.
The holder of a Right shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).


 


Upon
due presentment for registration of transfer of the Right Certificate at the office or agency of Vstock Transfer, LLC, the Rights
Agent, a new Right Certificate or Right Certificates of like tenor and evidencing in the aggregate a like number of Rights shall
be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable tax or other governmental
charge. The Company shall not issue fractional shares upon exchange of Rights. The Company reserves the right to deal with any
fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).


 


The
Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution
to the registered holder, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice
to the contrary.


 


This
Right does not entitle the registered holder to any of the rights of a shareholder of the Company. This Right shall be governed
by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 


Dated:


 


 


	SECRETARY	 	CHIEF
    EXECUTIVE OFFICER


 


SEAL


 






    A-1


     


    

 


The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	TEN
    COM	–	as
    tenants in common	 	UNIF
    GIFT MIN ACT	–	 	Custodian	 
	 	 	 	 	 	 	(Cust)	 	(Minor)
	TEN
    ENT	–	as
    tenants by the entireties	 	 	 		 	
	 	 	 	 	 	 	under
    Uniform Gifts to Minors Act
	JT
    TEN	–	as
    joint tenants with right of survivorship and not as tenants in common	 	 	 	
	 	 	 	 	 	 	 


Additional
Abbreviations may also be used though not in the above list.


 






    A-2


     


    

 


METAL
SKY STAR ACQUISITION CORPORATION


 


The
Company will furnish without charge to each security holder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of equity securities or series thereof of the Company and the qualifications,
limitations, or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued
and shall be held subject to all the provisions of the Rights Agreement, the Company’s Amended Memorandum and Articles of
Association and all amendments thereto and resolutions of the Board of Directors providing for the issuance of securities (copies
of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof
assents.


 


For
value received,__________________________ hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


	 
	 
	 


 


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S)) Rights represented by the within Certificate,
and do hereby irrevocably constitute and appoint _______________________________________________________________ Attorney to transfer
the said rights on the books of the within named Company will full power of substitution in the premises.


 


Dated


 


	 	Notice:	The signature to
    this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration
    or enlargement or any change whatever.


 


	 	 
	Signature(s)
    Guaranteed:	 


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER
THE SECURITIES ACT OF 1933, AS AMENDED).


 


The
holder of this certificate shall have no right or interest of any kind in or to the funds held in the Company’s trust fund
(as defined in the Prospectus).


 





    A-3