Flagfish Acquisition Corporation Ritter House Wickhams Cay II Road Town, Tortola, VG 1110 British Virgin Islands March 25, 2021Flag Fish Acquisition Corp • November 8th, 2024 • Blank checks • New York
Flagfish Acquisition Corporation, a British Virgin Islands business company (the “Company”), is pleased to accept the offer Whale Management Corporation, a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for and purchase 1,437,500 ordinary shares (the “Shares”),no par value per share (the “Ordinary Shares”), up to 187,500 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:
FLAGFISH ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • November 8th, 2024 • Flag Fish Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ______, 2024, by and between Flagfish Acquisition Corporation, a British Virgin Islands exempted company (the “Company”), having its principal place of business at 600 Third Avenue, 2nd Floor, New York, New York 10016 and Whale Management Corporation, a British Virgin Islands company (the “Purchaser”).
FLAGFISH ACQUISITION CORPORATION FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2024 • Flag Fish Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __th day of __________ 2024, by and among Flagfish Acquisition Corporation., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • November 8th, 2024 • Flag Fish 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 Flagfish 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 600 Third Avenue, 2nd Floor, New York, New York 10016 (or any successor location). In exchange therefor, the Company shall pay Whale the sum of $10,000 per month
FLAGFISH ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 8th, 2024 • Flag Fish Acquisition Corp • Blank checks
FORM OF FLAGFISH ACQUISITION CORPORATION RIGHTS AGREEMENTRights Agreement • November 8th, 2024 • Flag Fish Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of _____________, 2024 between Flagfish Acquisition Corporation, a British Virgin Islands exempted company with offices at 600 Third Avenue, 2nd Floor, New York, New York 10016 (the “Company”) and Vstock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
Flagfish Acquisition Corporation New York, New York 10016 [Underwriter Representative] Lucid Capital Market, LLCLetter Agreement • November 8th, 2024 • Flag Fish 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 Flagfish Acquisition Corporation, a British Virgin Islands exempted company (the “Company”), and Lucid Capital Market, LLC, 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 Sec
FLAGFISH ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 8th, 2024 • Flag Fish Acquisition Corp • Blank checks • Virgin Islands
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 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-_____), the Company and Indemnitee do hereby covenant and agree as follows:
