FLAG SHIP ACQUISITION CORPORATION INDEMNITY AGREEMENTIndemnity 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
Flag Ship Acquisition Corporation New York, New York 10004 Lucid Capital Markets 570 Lexington Avenue 40th Floor New York, NY 10022Letter 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
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
FLAG SHIP ACQUISITION corporation INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2024 • Flag Ship Acquisition Corp • Blank checks
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”).
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 REGISTRATION RIGHTS AGREEMENTCorporation Registration 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”).
