Exhibit 4.5


 


FORM OF


FLAG SHIP ACQUISITION CORPORATION WARRANT
AGREEMENT


 


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”).


 


WHEREAS, the Company intends to effect an initial
public offering (the “Offering”) of units (“Units”) of the Company’s equity securities, each such unit comprised
of (i) one ordinary share of the Company, of par value $0.001 per share (“Ordinary Shares”); (ii) one redeemable Public Warrant
(as defined below) and (iii) one right to receive 1/10th of one ordinary share (“Right”); and


 


WHEREAS, as part of the Offering, the Company will
to issue and deliver up to 10,000,000 warrants (or up to 11,500,000 warrants if the Over-allotment Option (as defined below) is exercised
in full) to public investors in the Offering (the “Public Warrants”); and


 


WHEREAS, as part of the Offering, the Company will
deliver up to 10,000,000 rights (or up to 11,500,000 rights if the Over-allotment Option (as defined below) is exercised in full) to public
investors in the Offering (the “Public Rights”); and


 


WHEREAS, the Company has entered into an Underwriting Agreement,
dated as of _________, __, 2022 with Ladenburg Thalmann Co., Inc. as representative (the “Representative”) of the underwriters
named therein, who have agreed to conduct the Offering of Units on a firm commitment basis; and

 


WHEREAS, each Public Warrant entitles the holder
thereof to purchase one-half of one Ordinary Share for $11.50 per whole share, subject to adjustment as described herein; and


 


WHEREAS, on __________, 2022, the Company entered into that
certain Private Placement Units Purchase Agreement with Whale Management Corporation, a British Virgin Islands company (the “Sponsor”),
pursuant to which the Sponsor agreed to purchase an aggregate of 300,000 units (or up to 330,000 units if the Over-allotment Option in
connection with the Offering is exercised in full) (the “Private Placement Units”) simultaneously with the closing of the
Offering (and the closing of the Over-allotment Option, if applicable), each Private Placement Unit comprised of (a) one Ordinary Share
and (b) one warrant to purchase one-half of an Ordinary Share for $11.50 per whole share (the “Private Placement Warrant”)
and (c) one right to purchase 1/10th of an Ordinary Share (the “Private Placement Rights”); and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor
or certain of the Company’s executive officers and directors may, but are not obligated to, loan to the Company funds as the Company
may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 units (the “Working Capital
Units”), each Working Capital Unit comprised of one Ordinary Share, one warrant (the “Working Capital Warrant”), each
Working Capital Warrant entitling the holder thereof to purchase one-half of one Ordinary Share for $11.50 per whole share, at a price
of $10.00 per Working Capital Unit and one right to receive 1/10th of an Ordinary Share (“Private Rights”); and


 


WHEREAS, following consummation of the Offering,
the Company may issue additional warrants to purchase ordinary shares (“Post IPO Warrants”; together with the Public Warrants,
the Private Placement Warrants, and the Working Capital Warrants, collectively the “Warrants”) in connection with, or following
the consummation by the Company of a Business Combination (defined below); and


 




     


     


    

 


WHEREAS, the Company has filed with the Securities and Exchange
Commission (the “Commission”) a registration statement on Form S-1, File No. 333-261028 (the “Registration Statement”)
and prospectus (the “Prospectus”), for the registration for offer and sale, under the Securities Act of 1933, as amended (the
“Securities Act”), of the Units, the Public Warrants, the Public Rights and the Ordinary Shares included in the Units and
which Registration Statement has been declared effective by the Commission on _____________, ____, 2022; and

 


WHEREAS, the Company desires that Vstock
Transfer LLC to act on behalf of the Company, and Vstock Transfer LLC is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of Vstock Transfer LLC as the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement; and


 


WHEREAS, pursuant to a separate agreement,
the Company desires that Vstock Transfer LLC act on behalf of the Company, and Vstock Transfer LLC is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption rights, limitations of rights and exercise of the Public Rights
and Private Rights.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


2.  Warrants.


 


2.1  Form
of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially
the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer
of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in
the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if
he or she had not ceased to be such at the date of issuance.


 


2.2 Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this
Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3  Registration.


 


2.3.1 Warrant Register. The Warrant
Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to
the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates
(each, a “Book-Entry Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”)
and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its
nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution,
with respect to a Warrant in its account, a “Participant”).


 




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If the Depositary subsequently ceases to make its
book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other
arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent
to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”).
Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications
and omissions, as provided above.


 


2.3.2 Registered Holder. Prior
to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of
such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a Definitive
Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4 Detachability
of Warrants. The Ordinary Shares, the Public Warrants and the Rights comprising the Units may begin separate trading on the 52nd
day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Ladenburg Thalmann
& Co. Inc., as representative of the several underwriters, but in no event shall the Ordinary Shares, the Public Warrants and
the Rights comprising the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission
containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the
proceeds received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering
(the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B)
the Company issues a press release and files with the Commission a current report on Form 8-K announcing when such separate trading
shall begin.


 


2.5 Post
IPO Warrants. As described above, in connection with additional capital raising efforts following completion of its Offering and
during the term of this Agreement, the Company may desire to issue to third parties the Post IPO Warrants which Post IPO Warrants
shall be issued in one of more offerings exempt from registration under the Securities Act.


 


2.6 Private Placement Warrants and Working Capital Warrants. The Private Placement
Warrants and the Working Capital Warrants shall be identical to the Public Warrants.


 






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2.7 Working
Capital Warrants. The Working Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8  Post-IPO
Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except
as may be agreed upon by the Company.


 


2.9 [RESERVED]


 


3. Terms
and Exercise of Warrants.


 


3.1  Warrant
Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per whole share, subject to the
adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as
used in this Agreement shall mean the price per share at which Ordinary Shares may be purchased at the time a Warrant is exercised.
The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for
a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written
notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical
among all of the Warrants.


 




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3.2  Duration
of Warrants. A whole Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later
of the date that is: (i) thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business
Combination”), or (ii) twelve (12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New
York City time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its
initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum
and articles of association, as amended from time to time, if the Company fails to complete a Business Combination, or (z) other
than with respect to the Private Placement Warrants and the Working Capital Warrants to the extent then held by the Sponsor or
its Permitted Transferees, as applicable, the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions,
as set forth in subsection 3.3.2 below with respect to an effective registration statement. Except with respect to the right to
receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant
to the extent then held by the Sponsor or any officers or directors of the Company, or any of its Permitted Transferees) in the
event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant or Working
Capital Warrant to the extent then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration
of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written
notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical
in duration among all the Warrants.


 


3.3 Exercise
of Warrants.


 


3.3.1 Payment. Subject to
the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to
the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the
records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant
Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) Ordinary Shares pursuant
to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant
Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s
procedures, and (iii) payment in full of the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares
and the issuance of such Ordinary Shares, as follows:


 


		(a)	in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent
or by wire transfer;



 


		(b)	in the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection
3.3.1(b), over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3,
the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10) trading days
ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant
to Section 6 hereof;



 




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		(c)	with respect to any Private Placement Warrant or the Working Capital Warrants, so long as such Private Placement Warrant or
Working Capital Warrant is held by the Sponsor or a Permitted Transferee, as applicable, by surrendering the Warrants for that
number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 3.3.1(c), over the
Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value”
shall mean the average reported last sale price of the Ordinary Shares for the ten (10) trading days ending on the third trading
day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or



 


		(d)	as provided in Section 7.4 hereof.



 


3.3.2Issuance of Ordinary
Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry
position or certificate, as applicable, for the number of full Ordinary Shares to which he, she or it is entitled, registered in
such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry
position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall not have been
exercised. Subject to Section 4.6, a registered holder of Warrants may exercise its Warrants only for a whole number of Ordinary
Shares (i.e., only an even number of Warrants may be exercised at any given time by a registered holder). If fewer than all the
Warrants evidenced by a Book Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the
Depositary, its nominee for each Book Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the
Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to issue any Ordinary
Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration
statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus
relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable
and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable
upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the
securities laws of the state of residence of the Registered Holder of the Warrants, except pursuant to Section 7.4. In the event
that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such
Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the
purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Ordinary
Shares underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may
require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to subsection 3.3.1(b) and
Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest
whole number, the number of Ordinary Shares to be issued to such holder.


 


3.3.3 Valid
Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Amended and
Restated Memorandum and Articles of Association of the Company shall be validly issued, fully paid and non-assessable.


 




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3.3.4Date of Issuance. Upon
proper exercise of a Warrant, the Company shall instruct the Warrant Agent, in writing, to make the necessary entries in the register
of members of the Company in respect of the Ordinary Shares and to issue a certificate if requested by the holder of such Warrant.
Each person in whose name any book-entry position in the register of members of the Company or certificate, as applicable, for
Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date
on which the Warrant, or book-entry position in the register of members of the Company representing such Warrant, was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated
Warrant, except that, if the date of such surrender and payment is a date when the register of members or share transfer books
of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such
Ordinary Shares at the close of business on the next succeeding date on which the register of members, share transfer books or
book-entry system are open.


 


3.3.5Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this
subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder
shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (or
such other amount as a holder may specify) (the “Maximum Percentage”) of the Ordinary Shares issued and outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares
beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the
Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of issued
and outstanding Ordinary Shares, the holder may rely on the number of issued and outstanding Ordinary Shares as reflected in (1)
the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other
public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice
by the Company or the Transfer Agent setting forth the number of Ordinary Shares issued and outstanding. For any reason at any
time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and
in writing to such holder the number of Ordinary Shares then issued and outstanding. In any case, the number of issued and outstanding
Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the
holder and its affiliates since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written
notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to
such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4. Adjustments.


 


4.1 Share
Capitalizations.


 


4.1.1 Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding Ordinary Shares
is increased by a capitalization of Ordinary Shares, or by a split of Ordinary Shares or other similar event, then, on the effective
date of such share capitalization, split or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall
be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights offering to holders of the
Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined
below) shall be deemed a capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares
actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible
into or exercisable for Ordinary Shares) and (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights
offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities
convertible into or exercisable for the Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken
into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and
(ii) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten
(10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.


 


4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of Ordinary Shares on account of such Ordinary Shares (or other shares of the
Company into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends
(as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial
Business Combination, (d) as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination
is presented to the shareholders of the Company for approval to satisfy the redemption rights of the holders of the Ordinary Shares
in connection with a vote to amend the Company’s amended and restated memorandum and articles of association as provided
therein to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company
does not complete the Business Combination within the period set forth in the Company’s amended and restated memorandum and
articles of association, or (e) in connection with the redemption of public shares upon the failure of the Company to complete
its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event
being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the
Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend.
For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which,
when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary
Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions
that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does
not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.2 Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding
Ordinary Shares is decreased by a consolidation, combination, reverse share split or redesignation of Ordinary Shares or other
similar event, then, on the effective date of such consolidation, combination, reverse share split, redesignation or similar event,
the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued
and outstanding Ordinary Shares.


 






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4.3  Adjustments
in Exercise Price.


 


4.3.1 Whenever
the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the
Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable
immediately thereafter.


 


4.3.2 If
the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing
of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (as adjusted
for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such
issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor
or its affiliates, without taking into account any founder shares held prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of its initial Business Combination on the date of the consummation of its initial Business Combination
(net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period
starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the
“Market Value”) is below $9.20 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions,
reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to
115% of the higher of the Market Value and the Newly Issued Price and the Redemption Trigger Price (as defined below) will be adjusted
(to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.


 




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4.4 Replacement of Securities upon Reorganization, etc. In
case of any redesignation or reorganization of the issued and outstanding Ordinary Shares (other than a change under subsections 4.1.1
or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation
of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which
the Company is the continuing corporation and that does not result in any redesignation or reorganization of the issued and outstanding
Ordinary Shares), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety
or substantially as an entirety in connection with which the Company is liquidated or dissolved, the holders of the Warrants shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the
Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would
have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”
). If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment
shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly
apply to successive reclassification, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant
Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

 


4.5 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a
Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is
based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the
occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of
the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality
or validity of such event.


 


4.6 No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.


 




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4.7 Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in
the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


 


4.8 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this
Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an
adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment;
provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result of any issuance
of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is
consistent with any adjustment recommended in such opinion.


 


5. Transfer
and Exchange of Warrants.


 


5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants,
the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2 Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder
of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or in any Book Entry Warrant Certificate or Definitive Warrant Certificate, each Book Entry Warrant Certificate
and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary,
to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant
surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants and Working Capital Warrants),
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.


 


5.3  Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the
issuance of a warrant certificate or book-entry position for a fraction of a warrant.


 


5.4 Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 




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5.5 Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required
by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6  Transfer
of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which
such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit.
Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after
the Detachment Date.


 


6. Redemption.


 


6.1 Redemption. Subject to Section 6.4 hereof, not less than
all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their
expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below,
at the price of $0.01 per Warrant (the “Redemption Price”), provided that the last sales price of the Ordinary Shares reported
has been at least $18.00 per share (the “Redemption Trigger Price”), subject to adjustment in compliance with Section 4 hereof,
on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which
notice of the redemption is given and provided that there is an effective registration statement covering the Ordinary Shares issuable
upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined
in Section 6.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to
subsection 3.3.1; provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise
such redemption right if the issuance of Ordinary Shares upon exercise of the Public Warrants is not exempt from registration or qualification
under applicable state blue sky laws or the Company is unable to effect such registration or qualification.


 


6.2 Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company shall fix
a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”)
to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice.


 


6.3 Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection
3.3.1(b) of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise
their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the information
necessary to calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market
Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record
holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 




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6.4 Exclusion
of Private Placement Warrants, Option Warrants and the Working Capital Warrants. The Company agrees that the redemption rights
provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants, or the Option Warrants
prior to the exercise of the Purchase Option, if at the time of the redemption such Private Placement Warrants or the Working Capital
Warrants, or the Option Warrants prior to the exercise of the Purchase Option, continue to be held by the Sponsor or any Permitted
Transferees, or the underwriters of the Offering, as applicable. However, once such Private Placement Warrants and Working Capital
Warrants, or the Option Warrants prior to the exercise of the Purchase Option, are transferred (other than to Permitted Transferees
under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, or the Option Warrants
prior to the exercise of the Purchase Option, provided that the criteria for redemption are met, including the opportunity of the
holder of such Private Placement Warrants or Working Capital Warrants, or the Option Warrants prior to the exercise of the Purchase
Option, to exercise the Private Placement Warrants and the Working Capital Warrants, or the Option Warrants prior to the exercise
of the Purchase Option, prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants, or
the Option Warrants prior to the exercise of the Purchase Option, that are transferred to persons other than Permitted Transferees
shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants, or the Option Warrants prior to the
exercise of the Purchase Option, and shall become Public Warrants under this Agreement.


 


7. Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1 No
Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or
to consent or to receive notice as shareholders in respect of the general meetings or the election of directors of the Company
or any other matter.


 


7.2 Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3 Reservation
of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary
Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration
of Ordinary Shares; Cashless Exercise at Company’s Option.


 


7.4.1 Registration
of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after
the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement
for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall
use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and
a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.
If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing
of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during
any other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares
issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants
(in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied
by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value.
Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the
Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise
is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice
of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with
the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion
of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of
the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities
Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities laws
by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute)) of
the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the
avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to
be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 




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7.4.2 Cashless
Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants
to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or
any successor statute) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall not be required
to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable
upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not elect at the
time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless
basis,” it agrees to use its best efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the
Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption
is not available.


 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1 Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.


 


8.2  Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all
further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of
the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30)
days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and
State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination
by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall
make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 




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8.2.2Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3Merger or Consolidation
of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under
this Agreement without any further act.


 


8.3 Fees
and Expenses of Warrant Agent.


 


8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2 Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.


 


8.4  Liability
of Warrant Agent.


 


8.4.1 Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Executive Vice
President, Vice President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent
may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant
Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant
to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.


 




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8.5 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares
through the exercise of the Warrants.


 


8.6 Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or
to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any
and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.  Miscellaneous
Provisions.


 


9.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2 Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


Flag Ship Acquisition Corporation


260 Madison Avenue, 8th Floor


New York, New York 10016


Attention: Chief Executive Officer


 


with a copy to:


 


Becker & Poliakoff, LLP


45 Broadway, 17th Floor


New York, New York 10006


Attention: Bill Huo, Esq.


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


Vstock Transfer, LLC


18 Lafayette Place


Woodmere, New York 11598


Attention: Compliance Department


 




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9.3 Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. Each of the Company and the Warrant Agent hereby agrees that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction.
Each of the Company and the Warrant Agent hereby waives any objection to such jurisdiction and that such courts represent an inconvenient
forum. Notwithstanding the foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability
created by the Securities and Exchange Act of 1934 (“Exchange Act”), any other claim for which the federal courts have
exclusive jurisdiction or any complaint asserting a cause of action arising under the Securities Act against us or any of our directors,
officers, other employees or agents. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.


 


9.4 Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation
other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Holders of the Warrants.


 


9.5 Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent
in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent
may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6 Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7 Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing
any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of
Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment to increase the Warrant
Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of a majority of the
then outstanding Public Warrants. Any amendment solely to the Private Placement Warrants or the Working Capital Warrants shall
require the vote or written consent of a majority of the holders of the then outstanding Private Placement Warrants and the Working
Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise
Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9 Severability. This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.


 


	 	FLAG SHIP
	 	ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Chief Executive Officer
	 	 
	 	VSTOCK TRANSFER, LLC as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


[Signature Page to Warrant Agreement]


 




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EXHIBIT A


[Form of Public Warrant Certificate]


[FACE]


 


	Number	 	 	 	Warrants




 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


FLAG SHIP ACQUISITION CORPORATION


 


Incorporated Under the Laws of the Cayman Islands


 


CUSIP ________


 


Warrant Certificate


 


This Warrant Certificate certifies that          ,
or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase ordinary shares of par value $0.001 (“Ordinary Shares”), of FLAG SHIP ACQUISITION CORPORATION, a Cayman
Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth
in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares
as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable
in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America
upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred
to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.

 


Each whole Warrant is initially exercisable
for one-half of one fully paid and non-assessable Ordinary Share. A registered holder of Warrants may exercise its Warrants only
for a whole number of Ordinary Shares (i.e., only an even number of Warrants may be exercised at any given time by a registered
holder). No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be
entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round down to the nearest whole
number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants
is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per Ordinary
Share for any Warrant is equal to $11.50 per whole share. The Exercise Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.


 




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Subject to the conditions set forth in the
Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of
such Exercise Period, such Warrants shall become void.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 


	 	FLAG SHIP
	 	ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Chief Executive Officer
	 	 
	 	VSTOCK TRANSFER, LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Compliance Officer




 




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	Number_______	 	 	CUSIP No. G9420F 110




 


[Form of Warrant Certificate]


FLAG SHIP ACQUISITION CORPORATION


[Reverse]


 


The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued pursuant
to a Warrant Agreement dated as of _______________, ___, 2022 (the “Warrant Agreement”), duly executed and delivered by FLAG
SHIP ACQUISITION CORPORATION (the “Company”) to Vstock Transfer, LLC a New York limited liability company, as warrant agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and
is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant
Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered
Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the
Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

 


Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed,
together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon
the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof
may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary
Shares to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at
the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 


Upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 




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The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, to receive          Ordinary
Shares and herewith tenders payment for such Ordinary Shares to the order of Flag Ship Acquisition Corporation (the “Company”)
in the amount of $          in accordance with the terms hereof. The undersigned
requests that a certificate for such Ordinary Shares be registered in the name of          ,
whose address is          and that such Ordinary Shares be delivered to          whose
address is          . If said number of Ordinary Shares is less than all of the
Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance
of such Ordinary Shares be registered in the name of          , whose address
is          and that such Warrant Certificate be delivered to          ,
whose address is          .


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise pursuant
to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant is a Private
Placement Warrant or Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c)
of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant
is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is
exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless
exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary
Shares. If said Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless
exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be
registered in the name of          , whose address is          and
that such Warrant Certificate be delivered to          , whose address is          .


 


[Signature Page Follows]


 




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Date:                 ,
20 __   


 


	 	
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)




 


Signature Guaranteed:


 


 





 



 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 






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