Exhibit 10.5


 


Metal Sky Star Acquisition Corporation


4th Floor, Harbour Place,


103 South Church Street,


P.O. Box 10240,


Grand Cayman


KY1-1002


Cayman Islands


 


September 22, 2021


 


M-Star Management Corporation

Craigmuir Chambers


Road Town


Tortola, VG 1110


British Virgin Islands


 


		RE:	Securities Subscription Agreement



 


Ladies and Gentlemen:


 


Metal Sky Star Acquisition Corporation, a Cayman Islands
exempted company (the “Company”), is pleased to accept the offer M-Star Management Corporation, 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:


 


 1. Purchase of Shares.




 


For the sum of $25,000 (the “Purchase
Price”), which the Company acknowledges as having previously been received by it, in cash, the Company hereby sells and issues
the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, subject to forfeiture,
on the terms and subject to the conditions set forth in this Agreement.  Concurrently with the Subscriber’s execution of this
Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing
the Shares (the “Original Certificate”) or effect such delivery in book-entry form.  All references in this Agreement
to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands
law.


 


 2. Representations, Warranties and Agreements.




 


2.1 Subscriber’s
Representations, Warranties and Agreements.  To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby
represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1 No
Government Recommendation or Approval.  The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Shares.


 


2.1.2 No
Conflicts.  The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the
Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or
regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 






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2.1.3 Organization
and Authority.  The Subscriber is a British Virgin Islands business company, validly existing and in good standing under the
laws of the British Virgin Islands and possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.  Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable
against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4 Experience,
Financial Capability and Suitability.  Subscriber is: (i) sophisticated in financial matters and is able to evaluate
the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for
an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot
be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.  Subscriber
is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. 
Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to:  (i) an effective registration
statement under the Securities Act or (ii) an exemption from registration available with respect to such sale.  Subscriber is
able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.


 


2.1.5 Access
to Information; Independent Investigation.  Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained.  In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own
knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information
furnished pursuant to this paragraph.  Subscriber understands that no person has been authorized to give any information or to make
any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations
or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


2.1.6 Private
Offering.  The Subscriber represents that it is (a) an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or (b) not a “U.S. Person”
as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. Subscriber acknowledges the sale contemplated
hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of
Regulation D under the Securities Act or similar exemptions under state law or to a non-U.S. Person under Regulation S. Accordingly, the
Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and therefore
may not be offered, pledged or sold by Subscriber, directly or indirectly, in the United States without registration under United States
federal and state securities laws or an exemption therefrom and Subscriber understands the certificates representing the Shares will contain
a legend in respect of such restrictions. The Subscriber did not decide to enter into the Agreement as a result of any general solicitation
or general advertising within the meaning of Rule 502 under the Securities Act or as a result of any “directed selling efforts”
within the meaning of Rule 902 under Regulation S.


 


2.1.7 Investment
Purposes.  The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and
not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof.  The Subscriber
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502
under the Securities Act.


 


2.1.8 Restrictions
on Transfer; Shell Company.  The Subscriber understands the Shares are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. The Shares have not been registered under the Securities Act, and, if in the future
the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise
transferred only (A) in accordance with the provisions of Regulation S (Rule 901 through 905), (B) pursuant to a registration
under the Securities Act, or (C) pursuant to an available exemption from registration. Subscriber agrees that if any transfer of
its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to
deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not
to resell the Shares. Subscriber further acknowledges that because the Company is a shell company and Rule 144 may not be available
to the Subscriber for the resale of the Shares until one year following the consummation of a business combination despite technical compliance
with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 






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2.1.9 No
Governmental Consents.  No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2 Company’s
Representations, Warranties and Agreements.  To induce the Subscriber to purchase the Shares, the Company hereby represents and
warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1 Organization
and Corporate Power.  The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating
results or assets of the Company.  The Company possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


2.2.2 No
Conflicts.  The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Memorandum and Articles of Association of
the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or
regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3 Title
to Shares.  Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of
members of the Company, the Shares will be duly and validly issued, fully paid and nonassessable.  Upon issuance in accordance with,
and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims
and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Shares may
be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed
due to the actions of the Subscriber.


 


2.2.4 No
Adverse Actions.  There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which:  (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this
Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in
connection with any transactions.


 


 3. Forfeiture of Shares.




 


3.1 Partial
or No Exercise of the Over-allotment Option.  In the event the Over-allotment Option granted to the underwriters of the IPO is
not exercised in full, the Subscriber acknowledges and agrees that it (and, if applicable, any transferee of Shares) shall forfeit any
and all rights to such number of Shares (up to an aggregate of 385,000
Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture,
the Subscriber (and any such transferees) will own an aggregate number of Shares (not including Ordinary Shares underlying the private
placement units to be issued to the Subscriber or Ordinary Shares issuable upon exercise of any warrants or any securities purchased by
Subscriber in the IPO or in the aftermarket) equal to 20% of the issued and outstanding Ordinary Shares immediately following the IPO.


 


3.2 Termination
of Rights as Shareholder.  If any of the Shares are forfeited in accordance with this Section 3, then after such time the
Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take
such action as is appropriate to cancel such forfeited Shares.


 


3.3 Share
Certificates.  In the event an adjustment to the Original Certificate, if any, is required pursuant to this Section 3, then
the Subscriber shall return such Original Certificate to the Company or its designated agent as soon as practicable upon its receipt of
notice from the Company advising Subscriber of such adjustment, following which a new certificate (the “New Certificate”),
if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber.  The New Certificate, if
any, shall be returned to the Subscriber as soon as practicable.  Any such adjustment for any uncertificated securities held by the
Subscriber shall be made in book-entry form.


 






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 4. Waiver of Liquidation Distributions; Redemption Rights.




 


In connection with the Shares purchased pursuant
to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by
the Company from the trust account which will be established for the benefit of the Company’s public shareholders and into which
substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the
Company upon the Company’s failure to timely complete an initial business combination.  For purposes of clarity, in the event
the Subscriber purchases securities in the IPO or in the aftermarket, any Ordinary Shares so purchased shall be eligible to receive any
liquidating distributions by the Company.  However, in no event will the Subscriber have the right to redeem any Ordinary Shares
held by it into funds held in the Trust Account upon the successful completion of an initial business combination.


 


 5. Restrictions on Transfer.




 


5.1 Securities
Law Restrictions.  In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) dated on or prior to the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell,
transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement
on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred
shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such
registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated
by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 


5.2 Lock-up. 
Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider
Letter.  Pursuant to the Insider Letter, Subscriber will agree (subject to certain exceptions) not to sell, transfer, pledge, hypothecate
or otherwise dispose of (i) 50% of the Shares until the earlier to occur of:  (A) six months after the completion of the
Company’s initial business combination or (B) the date on which the last sale price of the Ordinary Shares equals or exceeds
$12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after the Company’s initial business combination and (ii) the
remaining 50% of the Shares until six months after the completion of the Company’s initial business combination.  Notwithstanding
the foregoing, the aforesaid restrictions shall lapse if, subsequent to the consummation of the Company’s initial business combination,
the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.


 


5.3 Restrictive
Legends.  All certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THESE SECURITIES (i) HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT,
(B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT, (D) PURSUANT TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.”


 






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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”


 


5.4 Additional
Shares or Substituted Securities.  In the event of the declaration of a share dividend, the declaration of an extraordinary dividend
payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding Ordinary Shares without receipt of consideration, any new, substituted or additional securities
or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into
which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3.  Appropriate
adjustments to reflect the distribution of such securities or property shall be made to the number of Ordinary Shares subject to this
Section 5 and Section 3.


 


5.5 Registration
Rights.  Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration
rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”).


 


 6. Other Agreements.




 


6.1 Further
Assurances.  Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Agreement.


 


6.2 Notices. 
All notices, statements or other documents which are required or contemplated by this Agreement shall be:  (i) in writing and
delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party.  Any notice or other
communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following
receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight
courier service or five (5) days after mailing if sent by mail.


 


6.3 Entire
Agreement.  This Agreement, together with that certain Insider Letter to be entered into between Subscriber and the Company and
the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement, embodies the
entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all
prior oral or written agreements and understandings relating to the subject matter hereof.


 


6.4 Modifications
and Amendments.  The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


 


6.5 Waivers
and Consents.  The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only
by written document executed by the party entitled to the benefits of such terms or provisions.  No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not
similar.  Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given,
and shall not constitute a continuing waiver or consent.


 






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6.6 Assignment. 
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.


 


6.7 Benefit. 
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall
inure to the benefit of the respective successors and permitted assigns of each party hereto.  Nothing in this Agreement shall be
construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party
beneficiary of this Agreement.


 


6.8 Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without giving effect
to the conflict of law principles thereof.


 


6.9 Severability. 
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect.  In the event that such court shall deem
any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in
full force and effect.


 


6.10  No
Waiver of Rights, Powers and Remedies.  No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such
party.  No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder.  The election of any remedy by a party hereto shall not constitute
a waiver of the right of such party to pursue other available remedies.  No notice to or demand on a party not expressly required
under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances
without such notice or demand.


 


6.11  Survival
of Representations and Warranties.  All representations and warranties made by the parties hereto in this Agreement or in any
other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any
investigations made by or on behalf of the parties.


 


6.12  No
Broker or Finder.  Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create
any liability on the other.  Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand
for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or
on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13  Headings
and Captions.  The headings and captions of the various subdivisions of this Agreement are for convenience of reference only
and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14  Counterparts. 
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or any other
form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such signature page were an original thereof.


 






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6.15  Construction. 
The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.  The words
 “include,” “includes,” and “including” will be deemed to be followed by “without
limitation.”  Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words
in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.  The words “this
Agreement,” “herein,” “hereof,” “hereby,” “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. 
The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. 
If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists
another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation,
warranty, or covenant.


 


6.16  Mutual
Drafting.  This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to
the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


 7. Voting and Tender of Shares.




 


Subscriber agrees to vote the Shares in favor of
an initial business combination that the Company negotiates and submits for approval to the Company’s shareholders and shall not
seek redemption with respect to any of the Shares.  Additionally, the Subscriber agrees not to tender any Shares in connection with
a tender offer presented to the Company’s shareholders in connection with an initial business combination negotiated by the Company.


 


 8. Indemnification.




 


Each party shall indemnify the other against any
loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any
representation, warranty, covenant or agreement in this Agreement.


 


[Signature Page Follows]


 




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If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of the Agreement and return it to us.


 


	 	Very truly yours,
	 	 
	 	Metal Sky Star Acquisition Corporation
	 	 	
    

	 	By:	      
	 	 	Name: Man Chak Leung
	 	 	Title: Director 
	 	 	 
	 	 	 
	 	Accepted and agreed, September 22, 2021
	 	 
	 	
    M-Star Management Corporation

	 	 	 
	 	By:	 
	 	 	Name: Man Chak Leung
	 	 	Title: Director



 


 


[Signature page to Subscription Agreement]


 






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