AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2024 • Flag Ship Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of October 21, 2024, and shall be effective as of the Closing (defined below), by and among (i) Flag Ship Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), (ii) Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (“Parent”), and (iii) the individuals and entities listed under “Investors” on the signature page hereto, (individually, an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below) (and if such term is not defined in the Original Agreement, then the Merger Agreement (as defined below)). The Parent, the Company and each Investor shall each
AGREEMENT AND PLAN OF MERGER by and among GREAT RICH TECHNOLOGIES LIMITED, GRT MERGER STAR LIMITED and FLAG SHIP ACQUISITION CORPORATION OCTOBER 21, 2024Agreement and Plan of Merger • October 23rd, 2024 • Flag Ship Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 21, 2024 (the “date hereof”), is made by and among Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (“Parent”), GRT Merger Star Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”), and Flag Ship Acquisition Corporation, a Cayman Islands exempted company limited by shares (the “Company”). The Company, Parent and Merger Sub shall each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the respective meanings given to them in ARTICLE X hereof.
SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • October 23rd, 2024 • Flag Ship Acquisition Corp • Blank checks
THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2024, by and between (i) Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (the “Parent”), and Whale Management Corporation, a British Virgin Islands exempted company (“Sponsor”). The Parent and Sponsor shall each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.”
PARENT sHaREHOLDER LOCK-UP AND SUPPORT AGREEMENTAnd Support Agreement • October 23rd, 2024 • Flag Ship Acquisition Corp • Blank checks • Delaware
THIS PARENT SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2024, by and among Great Rich Technologies Limited, a limited company by shares incorporated under the laws of Hong Kong (the “Parent”), Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the persons listed on Schedule A hereto (each, a “Parent Shareholder” and collectively, the “Parent Shareholders”). The Parent, the Company and each Parent Shareholder shall each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.”
SPONSOR VOTING AND SUPPORT AGREEMENTSponsor Voting and Support Agreement • October 23rd, 2024 • Flag Ship Acquisition Corp • Blank checks • Delaware
SPONSOR VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2024, by and among Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (the “Parent”), Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Whale Management Corporation, a British Virgin Islands company (“Sponsor”). The Parent, the Company and Sponsor shall each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.”
