0001829126-22-007971 Sample Contracts

FLAG SHIP ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENT
Indemnity 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:

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FLAG SHIP ACQUISITION CORPORATION FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 11th, 2022 • Flag Ship Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___th day of ______________ 2022, 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 WARRANT AGREEMENT
Warrant Agreement • April 11th, 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 “Rights Agent” or also referred to herein as the “Transfer Agent”).

FORM OF FLAG SHIP ACQUISITION CORPORATION RIGHTS AGREEMENT
Rights Agreement • April 11th, 2022 • Flag Ship Acquisition Corp • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of _____________, ____, 2022 between Flag Ship Acquisition Corporation, a Cayman Islands exempted 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 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • April 11th, 2022 • Flag Ship Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________ __, 2022, by and between Flag Ship Acquisition Corporation, a Cayman Islands corporation (the “Company”), Wilmington Trust, National Association, a national banking association and Vstock Transfer LLC (the “Trustees”).

Flag Ship Acquisition Corporation New York, New York, 10016 [Underwriter Representative] Ladenburg Thalman & Co., Inc
Underwriting Agreement • April 11th, 2022 • 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 Ladenburg Thalmann & Co., Inc., 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, s

FLAG SHIP ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT
Private Placement Unit Subscription Agreement • April 11th, 2022 • Flag Ship Acquisition Corp • Blank checks • New York

This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2022, 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”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 11th, 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

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