0001829126-24-003618 Sample Contracts

FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • May 22nd, 2024 • Flag Ship Acquisition Corp • Blank checks • New York
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FLAG SHIP ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 22nd, 2024 • Flag Ship Acquisition Corp • Blank checks
FLAG SHIP ACQUISITION CORPORATION FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 22nd, 2024 • Flag Ship 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 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”).

Flag Ship Acquisition Corporation New York, New York 10004 [Underwriter Representative] Lucid Capital Markets
Letter Agreement • May 22nd, 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

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