0001829126-25-004429 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 12th, 2025 • Starry Sea Acquisition Corp • Blank checks • New York

This Agreement, made and entered into effective as of __________, 2025 (“Agreement”), by and between STARRY SEA ACQUISITION CORP, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

STARRY SEA ACQUISITION CORP PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT
Private Placement Unit Subscription Agreement • June 12th, 2025 • Starry Sea Acquisition Corp • Blank checks • New York

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of ______, 2025, by and between STARRY SEA ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), having its principal executive office at 418 Broadway #7531, Albany, NY, 12207, and STARRY SEA INVESTMENT LIMITED, a British Virgin Islands company (the “Purchaser”).

STARRY SEA ACQUISITION CORP FOUNDER SHARE SUBSCRIPTION AGREEMENT
Founder Share Subscription Agreement • June 12th, 2025 • Starry Sea Acquisition Corp • Blank checks • New York

This agreement (this “Agreement”) is entered into on February 14, 2025 by and between STARRY SEA INVESTMENT LIMITED, a British Virgin Islands business company (the “Subscriber” or “you”), and STARRY SEA ACQUISITION CORP, a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,500 ordinary shares with a par value of US$0.0001 each in the Company (the “Shares”), up to 187,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

EMPLOYMENT AGREEMENT (the “Agreement”)
Employment Agreement • June 12th, 2025 • Starry Sea Acquisition Corp • Blank checks
STARRY SEA ACQUISITION CORP
Director Offer Letter • June 12th, 2025 • Starry Sea Acquisition Corp • Blank checks • New York

This letter shall constitute an agreement (“Agreement”) between you and the Company and contains all the terms and conditions relating to the services you are to provide.

FOUNDER SHARE TRANSFER AGREEMENT
Founder Share Transfer Agreement • June 12th, 2025 • Starry Sea Acquisition Corp • Blank checks • New York

THIS FOUNDER SHARE TRANSFER AGREEMENT (this “Agreement”), dated as of [●], is entered into by and between STARRY SEA INVESTMENT LIMITED, a business company incorporated under the laws of the British Virgin Islands (the “Transferor”), and [●], a [●] citizen with ID number [●] (“Mr. Chen”).