FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2023 • Flag Ship Acquisition Corp • Blank checks • New York
KY1-1002Flag Ship Acquisition Corp • October 10th, 2023 • Blank checks • New York
Flag Ship Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the revised offer Whale Management Corporation, a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for and purchase 1,725,000 ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 225,000 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”). As a result of the change of the offer, the Subscriber has agreed to surrender the previously issued 1,150,000 shares for no consideration. 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 • October 10th, 2023 • Flag Ship Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___th day of ______________ 2023, 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”).
FORM OF FLAG SHIP ACQUISITION CORPORATION RIGHTS AGREEMENTRights Agreement • October 10th, 2023 • Flag Ship Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of _____________, 2023 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 New York, New York 10004 [Underwriter Representative] Ladenburg Thalmann Co. Inc.Letter Agreement • October 10th, 2023 • 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 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 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 Securi
FLAG SHIP ACQUISITION corporation FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 10th, 2023 • Flag Ship Acquisition Corp • Blank checks
FLAG SHIP ACQUISITION CORPORATION FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • October 10th, 2023 • Flag Ship Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ____, 2023, 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”).
