Exhibit 10.2


 


METAL
SKY STAR ACQUISITION corporation


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of March 30, 2022, by and between
Metal Sky Star 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”).


 


WHEREAS,
the Company’s registration statement, as amended, on Form S-1, File No. 333-260251 (the “Registration Statement”)
for the initial public offering (such initial public offering hereinafter referred to as the “Offering”) of
the Company’s units (the “Units”), each of which consists of: (i) one ordinary share, par value
$0.001 per share (the “Ordinary Share”); (ii) one redeemable warrant (“Warrant”) entitling
the holder thereof to purchase one Ordinary Share; and (iii) one right (“Right”) to receive 1/10th of
an Ordinary Share has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission (the “SEC”);
and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann &
Co. Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
the Company has previously or simultaneously herewith entered into agreements with Vstock, whereby Vstock shall serve as transfer agent
and registrar with respect to the Units, the Ordinary Shares, Warrants and Rights.


 


WHEREAS,
as described in the Registration Statement, an aggregate of $100,000,000 consisting of proceeds of the Offering and a portion of the
sale proceeds of the sale of the 300,000 Private Placement Units (or 330,000 Private Placement Units if the Underwriters’ option
to purchase additional units is exercised in full) issued to M-Star Management Corporation (“Sponsor”) as sponsor
of the Company (or $115,000,000 if the Underwriters’ option to purchase additional units is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon and any Extension Payment
as described in the paragraph below) is referred to herein as the “Property,” the stockholders for whose benefit
the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders
and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
as described Registration Statement and in its Amended and Restated Memorandum and Articles of Association, the Company’s ability
to complete a business combination may be extended in additional increments of one-month up to a total of 12 additional months from the
closing date of the Offering, subject to the payment into the Trust Account by the Sponsor (or its designees or affiliates) of the sum
of $333,333 per month (or $383,332 in the event that the Underwriters’ option to purchase additional units is exercised in full)
(the “Extension Payment”), representing the sum of $0.033 per Ordinary Share sold to Public Stockholders, and which
Extension Payments, if any, shall be added to the Trust Account.


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $2,500,000, or $2,875,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at Wilmington Trust, National Association.


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 






     


     


    

 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder;


 


(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit
of the Company’s financial statements by the Company’s auditors;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance
with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that
attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized
Representative (as such term is defined below), in coordination with the Company and Vstock and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company
to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the
date which is the later of (1) 12 months after the closing of the Offering or (2) such later date up to 21 months after closing
of the Offering as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated memorandum
and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and
the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the
Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution
expenses) shall be distributed to the Public Stockholders of record as of such date as reflected in the records of Vstock; provided,
however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B
hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in
clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following
the date the Property has been distributed to the Public Stockholders;


 


(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C
(a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of
assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by
electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority,
as applicable; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make
such distribution so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided,
further, however that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall
be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal
financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 






    2


     


    

 
(k) Only
release the Property in accordance with a written instruction, signed by an Authorized Representative (as such term is defined below)
of the Company substantially in the form attached as Exhibit A, B or C, as applicable, attached hereto (each, a “Written
Direction” and collectively, the “Written Direction”); and


 


(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i) or 1(j) above.




 


2.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by an Authorized Representative (as such term is defined below) of the Company.
In addition, except with respect to its duties under Sections 1(i) or 1(j) hereof, the Trustee shall be entitled to
rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable
care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;


 


(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all out-of-pocket expenses, including
reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any
claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property
or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”), provided, that no failure or delay
by the Trustee to so notify the Company shall relieve the Company from its obligations under this Agreement, except as and to the extent
it is found, in a final, unappealable judgment by a court of competent jurisdiction, that such failure or delay actually and materially
prejudiced the Company. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that
the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which
such consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel and at its
sole cost and expense;


 


(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction
processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k)
hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In
connection with any vote of the Company’s stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such
stockholders regarding such Business Combination;


 


(e)
Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of
Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by Ladenburg Thalmann & Co., Inc.


 


(g) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and


 


(h) Designate,
on an incumbency certificate delivered to Trustee on the date hereof (the “Incumbency Certificate”), its authorized
representatives for purposes of this Agreement (each such individual, an “Authorized Representative” of the
Company), which shall certify that the title, contact information and specimen signature of each such Authorized Representative as set
forth therein is true and correct.


 


(i)
[reserved].


 






    3


     


    

 
3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;




 


(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to
any third party except for liability arising out of the Trustee’s fraud, gross negligence or willful misconduct;


 


(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s fraud, gross negligence or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any Written Direction, order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care,
to be genuine and to be signed or presented by the proper person or persons. The Trustee shall be deemed to be acting with reasonable
care with respect to any Written Direction if it takes such action in conformity with its standard procedures for confirming instructions
for wires applicable to the Company. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(g) Verify
the accuracy of the information contained in the Registration Statement or any other filings made by the Company with the SEC;


 


(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) or 1(k) hereof.


 


The
Company also agrees that the Trustee will only be responsible for direct damages, and not for any type of indirect, special, consequential,
or punitive damages, even if the Trustee is aware of the potential for such damages.


 


4.
Trust Account Waiver. Neither Vstock nor the Trustee has no right of set-off or any right, title, interest or claim of any kind
(“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any
monies in, the Trust Account that it or they may have now or in the future. In the event the Trustee has any Claim against the Company
under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee or
Vstock shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any
monies in the Trust Account.


 






    4


     


    

 
5.
Termination. This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing
to replace the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or




 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


(c)
If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received
by the Trustee from the Company or the Sponsor, as applicable, shall be returned promptly following the receipt by the Trustee of written
instructions from the Company.


 


6.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
fraud, gross negligence or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting
from any error in the information or transmission of the funds.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement may be
executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Section 1(i) through (l) (which sections may not be modified, amended or deleted without the affirmative vote of
sixty-five percent (65%) of the then outstanding Ordinary Shares of the Company voting together as a single class; provided that no such
amendment will affect any stockholder of the Company who has validly elected to redeem his, her or its Ordinary Shares in connection
with a stockholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified
(other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by
facsimile transmission or by email:


 


if
to the Trustee, to:


 


Wilmington
Trust, National Association


1100
North Market Street


Rodney
Square North


Wilmington,
DE 19890


Attn:
Corporate Trust Administration


FAX
(302) 636-4149


dyoung@wilmingtontrust.com


 






    5


     


    

 


in
each case, with copies to:


 


Vstock
Transfer LLC


18
Lafayette


Woodmere,
New York




 


if
to the Company, to:


 


Metal
Sky Star Acquisition Corporation


132
West 31st Street, First Floor


New
York, New York 10001


Tel.:
332-237-6141


Attn.:
Chief Executive Officer


 


in
each case, with copies to:


 


Becker &
Poliakoff LLP


45
Broadway, 17th Floor


New
York New York 10017


Tel.:
212 599-3322


Attn.:
Bill Huo, Esq.


bhuo@beckerlawyers.com


 


If
to the Representative:


 


Ladenburg
Thalmann & Co. Inc.


640
Fifth Avenue, 4th Floor


New
York, NY 10019


Tel.:
(212) 409 2119


Attn.: Jeffery
Caliva


jcaliva@ladenburg.com


 


in
each case, with copies to:


 


Kramer
Levin Naftalis & Frankel LLP


1177
Avenue of Americas


New
York, NY 10036


Tel.:
(212) 715 9100


Attn.:
Christopher Auguste, Esq.


cauguste@kramerlevin.com


 


(f)
This Agreement may not be assigned by the Trustee or Vstock without the prior consent of the Company, which such consent shall not be
unreasonably withheld.


 


(g) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not
make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(h)
Each of the Company, Vstock and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is
a third-party beneficiary of this Agreement.


 


(i)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 






    6


     


    

 


(j)
In the event that any Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed
or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Property,
the Trustee is hereby expressly authorized, in its reasonable discretion, to comply with all writs, orders or decrees so entered or issued,
or which it is advised by legal counsel of its own choosing is binding upon it. In the event that the Trustee obeys or complies with
any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason
of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.


 


(k) The
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or
malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military
authority or governmental action (any such event, a “Force Majeure Event”). Notwithstanding anything to the
contrary in this Agreement, for purposes of all services provided pursuant to this Agreement (the “Services”),
Trustee shall continuously maintain business continuity and disaster recovery plans (including regular updates) that are consistent with
then-current industry standards applicable to similarly situated providers of services comparable to the Services. Without limiting the
generality of the foregoing, the business continuity and/or disaster recovery plans will cover the computer software, computer hardware,
telecommunications capabilities and other similar or related items of automated, computerized, software system(s) and network(s) or
system(s) and will be designed, among other things, to permit the ongoing operation and functionality of the Services on a continuous
basis and/or to facilitate the continuation and/or resumption of, the Services. In the event of disruption in the Services for any reason
including the occurrence of a Force Majeure Event that causes Trustee to be required to allocate limited resources between or among Trustee’s
affected customers, Trustee shall not do so in a manner that is intended to treat the Company less favorably than other similarly situated
affected customers generally. In addition, in the event Trustee has knowledge that there is, or has been, an incident affecting the integrity
or availability of Trustee’s business continuity and disaster recovery system, Trustee shall endeavor to notify the Company in
writing, as promptly as practicable, of the incident.


 


(l)
The Trustee and Vstock shall each be entitled to consult with legal counsel in the event that a question or dispute arises with regard
to the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance
with the advice or opinion of such counsel.


 


[signature
page follows]


 






    7


     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Company
	 	 
	 	METAL
    SKY STAR ACQUISITION CORPORATION
	 	 
	 	By:	/s/
    Man Chak Leung
	 	 	Name:	Man
Chak Leung
	 	 	Title:	Chief
Executive Officer
	 	 
	 	TRUSTEE:
	 	 
	 	Wilmington
    Trust, National Association, as Trustee
	 	 
	 	By:	/s/
    David B. Young
	 	 	Name:	David
    B. Young
	 	 	Title:	Vice
President
	 	 
	 	Vstock
    Transfer LLC
	 	 
	 	By:	/s/
    Yoel Goldfeder
	 	 	Name:	Yoel
    Goldfeder
	 	 	Title:	CEO


 






    8


     


    

 


SCHEDULE
A


 


Fees
of Trustee


 


Schedule
A 


Metal
Sky Star Acquisition Corporation


Trust
Services


 


Acceptance
Fee:



 


Waived


 


Initial
Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement;
acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds,
if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution 


 


Trustee - Administration Fee 



 


$7,500
per annum


 


For
review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds;
dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services
as required.


 


	Out-of-Pocket
    Expenses:	If any, Billed At Cost


 






    Sch. A-1


     


    

 


EXHIBIT A


 


METAL
SKY STAR ACQUISITION corporation


 


132
West 31st Street, First Floor


 


New
York, New York 10001


__________,
2022


 


Wilmington
Trust, National Association 


1100
North Market Street


Rodney
Square North


Wilmington,
DE 19890


 


	 	Re:	Trust
    Account No. Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Metal Sky Star Acquisition Corporation (the
“Company”) and Wilmington Trust, National Association (the “Trustee”),
dated as of March 30, 2022 (the “Trust Agreement”), this is to advise you that the Company has
entered into an agreement with ___________________ (the “Target Business”) to consummate a business
combination with Target Business (the “Business Combination”) on or about [insert date]. The
Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter time period as you
may agree) of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that _____________
(the “Representative”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [Ÿ] awaiting distribution, neither
the Company nor the Representative will earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated, or will be consummated, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company, which verifies that
the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held, and (b) joint written
instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including
payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not
be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct
you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the
distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement
on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very
truly yours,

	 	 
	 	Company
	 	Metal
    Sky Star Acquisition Corporation
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


		cc:	Bill
    Huo, Esq.


 






    A-1


     


    

 


EXHIBIT B


 


METAL
SKY STAR ACQUISITION corporation


 


132
West 31st Street, First Floor


 


New
York, New York 10001


__________,
2022


 


Wilmington
Trust, National Association


1100
North Market Street


Rodney
Square North


Wilmington,
DE 19890


 


	 	Re:	Trust
    Account No. Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Metal Sky Star Acquisition Corporation (the “Company”)
and Wilmington Trust, National Association (the “Trustee”), dated as of March 30, 2022 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
(the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate
of incorporation, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ___________
and to await distribution to the Public Stockholders. The Company has selected [●] as the record date for the purpose of determining
the Public Stockholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
The Company further instructs you that you are authorized to coordinate any and all redemption payments payable to the Company’s
shareholders requesting redemption with the Company’s stock transfer agent, Vstock Transfer LLC.


 


	 	Very
    truly yours,
	 	 
	 	Company
	 	METAL
    SKY STAR ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


		cc:	Bill
    Huo, Esq.


 






    B-1


     


    

 


EXHIBIT C


 


METAL
SKY STAR ACQUISITION corporation


 


132
West 31st Street, First Floor


 


New
York, New York 10001


__________,
2022


 


Wilmington
Trust, National Association


1100
North Market Street


Rodney
Square North


Wilmington,
DE 19890


 


	 	Re:	Trust
    Account No. Tax Payment Withdrawal Instruction


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Metal Sky Star Acquisition Corporation (the “Company”)
and Wilmington Trust, National Association (the “Trustee”), dated as of March 30, 2022 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on
the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]




 


	 	Very
    truly yours,
	 	 
	 	Metal
    Sky Star Acquisition Corporation
	 	 
	 	By:	 
	 	 	Name:	Man
Chak Leung
	 	 	Title:	Chief
Executive Officer 


 


		cc:	Bill
    Huo, Esq.



 





    C-1