Exhibit
10.8


 


ADMINISTRATIVE
SERVICES AGREEMENT


Flag
Ship Acquisition Corporation


260
Madison Avenue


New
York, NY 10016


 


 


Dated
as of _______ __, 2022          


 


Whale
Management Corporation


 


Ladies
and Gentlemen:


 


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 260 Madison Avenue New York, NY 10016 (or any successor location). In exchange therefor,
the Company shall pay Whale the sum of $10,000 per month on the Effective Date and
continuing monthly thereafter until the Termination Date.


 


Whale
hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies that may be set
aside in a trust account (the “Trust Account”) that may be established upon the consummation of the
IPO as a result of this letter agreement (the “Claim”) and hereby irrevocably waives any Claim it may
have in the future as a result of, or arising out of, this letter agreement and will not seek recourse against the Trust Account
for any reason whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee.


 


Any
litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in
accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.


 


[signature
page follows]





 






    1


     


    




 


	 	Very truly yours,
	 	 
	 	FLAG SHIP ACQUISITION CORPORATION
	 	 	 
	 	By:	              
	 	Name: 	Matthew Chen
	 	Title: 	Chief Executive Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	Whale Management Corporation	 
	 	 	 
	By:	           	 
	Name: 	 	 
	Title:	 	 


 


 


 


 


[Signature
Page to Flag Ship Administrative Services Agreement]


 






    2