FLAG SHIP ACQUISITION CORPORATION INDEMNITY AGREEMENTIndemnification Agreement • June 21st, 2024 • Flag Ship Acquisition Corp • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of June 17, 2024 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-261028), the Company and Indemnitee do hereby covenant and agree as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2024 • Flag Ship Acquisition Corp • Blank checks • New York
KY1-1002Securities Subscription Agreement • October 10th, 2023 • Flag Ship Acquisition Corp • Blank checks • New York
Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the revised offer Whale Management Corporation, a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for and purchase 1,725,000 ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 225,000 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”). As a result of the change of the offer, the Subscriber has agreed to surrender the previously issued 1,150,000 shares for no consideration. 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:
FLAG SHIP ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENTIndemnity Agreement • April 11th, 2022 • Flag Ship Acquisition Corp • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-_________), the Company and Indemnitee do hereby covenant and agree as follows:
FLAG SHIP ACQUISITION CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2024 • Flag Ship Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17th day of June 2024, by and among Flag Ship Acquisition Corporation., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF FLAG SHIP ACQUISITION CORPORATION WARRANT AGREEMENTWarrant Agreement • December 14th, 2022 • Flag Ship Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ___________, 2022, is entered into by and between Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
FLAG SHIP ACQUISITION CORPORATION RIGHTS AGREEMENTRights Agreement • June 21st, 2024 • Flag Ship Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 17, 2024 between Flag Ship Acquisition Corporation, a Cayman Islands exempted company with offices at 26 Broadway, Suite 934, New York, New York 10004 (the “Company”) and Vstock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
FLAG SHIP ACQUISITION corporation INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2024 • Flag Ship Acquisition Corp • Blank checks
Flag Ship Acquisition Corporation New York, New York 10004 Lucid Capital Markets 570 Lexington Avenue 40th Floor New York, NY 10022Underwriting Agreement • June 21st, 2024 • Flag Ship Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Lucid Capital Markets, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,000,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”) and a right (“Right”) to receive 1/10th of an Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-261028) and prospectus (the “Prospectus”) filed by the Company with the Securities and
FLAG SHIP ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • June 21st, 2024 • Flag Ship Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this June 17, 2024, by and between Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 26 Broadway, Suite 934, New York, New York 10004 and Whale Management Corporation, a British Virgin Islands company (the “Purchaser”).
ADMINISTRATIVE SERVICES AGREEMENT Flag Ship Acquisition CorporationAdministrative Services Agreement • June 7th, 2022 • Flag Ship Acquisition Corp • Blank checks • New York
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Flag Ship Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Global Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Whale Management Corporation (“Whale”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 260 Madison Avenue New York, NY 10016 (or any successor location). In exchange therefor, the Company shall pay Whale the sum of $10,000 per month on the Effecti
AGREEMENT AND PLAN OF MERGER by and among GREAT RICH TECHNOLOGIES LIMITED, GRT MERGER STAR LIMITED and FLAG SHIP ACQUISITION CORPORATION OCTOBER 21, 2024Merger Agreement • October 23rd, 2024 • Flag Ship Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 21, 2024 (the “date hereof”), is made by and among Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (“Parent”), GRT Merger Star Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), and Flag Ship Acquisition Corporation, a Cayman Islands exempted company limited by shares (the “Company”). The Company, Parent and Merger Sub shall each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the respective meanings given to them in ARTICLE X hereof.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2024 • Flag Ship Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of October 21, 2024, and shall be effective as of the Closing (defined below), by and among (i) Flag Ship Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (ii) Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (“Parent”), and (iii) the individuals and entities listed under “Investors” on the signature page hereto, (individually, an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below) (and if such term is not defined in the Original Agreement, then the Merger Agreement (as defined below)). The Parent, the Company and each Investor shall each
ADMINISTRATIVE SERVICES AGREEMENT Flag Ship Acquisition CorporationAdministrative Services Agreement • June 21st, 2024 • Flag Ship Acquisition Corp • Blank checks
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Flag Ship Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Global Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Whale Management Corporation (“Whale”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 26 Broadway, Suite 934, New York, New York 10004 (or any successor location). In exchange therefor, the Company shall pay Whale the sum of $10,000 per month on
ADMINISTRATIVE SERVICES AGREEMENT Flag Ship Acquisition CorporationAdministrative Services Agreement • December 14th, 2022 • Flag Ship Acquisition Corp • Blank checks
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Flag Ship Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Global Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Whale Management Corporation (“Whale”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 26 Broadway, Suite 934, New York, New York 10004 (or any successor location). In exchange therefor, the Company shall pay Whale the sum of $10,000 per month on
SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • October 23rd, 2024 • Flag Ship Acquisition Corp • Blank checks
THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2024, by and between (i) Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (the “Parent”), and Whale Management Corporation, a British Virgin Islands exempted company (“Sponsor”). The Parent and Sponsor shall each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.”
PARENT sHaREHOLDER LOCK-UP AND SUPPORT AGREEMENTParent Shareholder Lock-Up and Support Agreement • October 23rd, 2024 • Flag Ship Acquisition Corp • Blank checks • Delaware
THIS PARENT SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2024, by and among Great Rich Technologies Limited, a limited company by shares incorporated under the laws of Hong Kong (the “Parent”), Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the persons listed on Schedule A hereto (each, a “Parent Shareholder” and collectively, the “Parent Shareholders”). The Parent, the Company and each Parent Shareholder shall each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.”
SPONSOR VOTING AND SUPPORT AGREEMENTSponsor Voting and Support Agreement • October 23rd, 2024 • Flag Ship Acquisition Corp • Blank checks • Delaware
SPONSOR VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2024, by and among Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (the “Parent”), Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Whale Management Corporation, a British Virgin Islands company (“Sponsor”). The Parent, the Company and Sponsor shall each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.”
