KY1-1002Flag Ship Acquisition Corp • November 12th, 2021 • Blank checks • New York
Flag Ship Acquisition Corporation, a Cayman Islands exempted 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 2,875,000 ordinary shares (the “Shares”), $0.0001 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:
FLAG SHIP ACQUISITION CORPORATION FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2021 • Flag Ship Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___th day of ______________ 2021, by and among Flag Ship Acquisition Corporation., a Cayman Islands 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 RIGHTS AGREEMENTRights Agreement • November 12th, 2021 • Flag Ship Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of _____________, ____, 2021 between Flag Ship Acquisition Corporation, a Cayman Islands company with offices at 260 Madison Avenue, 8th 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”).
Flag Ship Acquisition Corporation New York, New York, 10016 [Underwriter Representative]Letter Agreement • November 12th, 2021 • Flag Ship Acquisition Corp • Blank checks • New York
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 [___________________], 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 11,500,000 of the Company’s units (including up to 1,500,000 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”), one warrant to purchase one-half of an Ordinary Share (“Warrant”) and a right (“Right”) to receive 1/10th of an Ordinary Share. Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per share, subject to
FLAG SHIP ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 12th, 2021 • Flag Ship Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________ __, 2021, by and between Flag Ship Acquisition Corporation, a Cayman Island corporation (the “Company”), Wilmington Trust, National Association, a national banking association and Vstock Transfer LLC (the “Trustees”).
FLAG SHIP ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • November 12th, 2021 • Flag Ship Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2021, by and between Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 260 Madison Avenue, New York, New York 10016 and Whale Management Corporation, a British Virgin Islands company (the “Purchaser”).
FORM OF FLAG SHIP ACQUISITION CORPORATION WARRANT AGREEMENTAcquisition Corporation Warrant Agreement • November 12th, 2021 • Flag Ship Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ___________, ___, 2021, is enterd 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 “Rights Agent” or also referred to herein as the “Transfer Agent”).
