5,000,000 Units Rising Dragon Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2024 • Rising Dragon Acquisition Corp. • Blank checks • New York
Lucid Capital Markets, LLC 570 Lexington Avenue, 40th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto
Aurora Beacon LLC RE: Securities Subscription Agreement Ladies and Gentlemen:Securities Subscription Agreement • June 7th, 2024 • Rising Dragon Acquisition Corp. • New York
This agreement (the “Agreement”) is entered into as of March 29, 2024 by and between Aurora Beacon LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Rising Dragon Acquisition Corp., a Cayman Island exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,437,500 Ordinary shares, $0.0001 par value per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2024 • Rising Dragon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 10, 2024, by and among Rising Dragon Acquisition Corp., 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”).
RIGHTS AGREEMENTRights Agreement • October 15th, 2024 • Rising Dragon Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of October 10, 2024 between Rising Dragon Acquisition Corp., a Cayman Islands exempted company with limited liability, with office at No. 604, Yixing Road, Wanbolin District, Taiyuan City, Shanxi Province, People’s Republic of China, 030024 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2024 • Rising Dragon Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of October 10, 2024 (“Agreement”), by and between Rising Dragon Acquisition Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 15th, 2024 • Rising Dragon Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this October 10, 2024, by and between Rising Dragon Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at No. 604, Yixing Road, Wanbolin District, Taiyuan City, Shanxi Province, People’s Republic of China, and Aurora Beacon LLC, a Cayman Islands exempted company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 15th, 2024 • Rising Dragon Acquisition Corp. • Blank checks
This Agreement is made effective as of October 10, 2024 by and between Rising Dragon Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Rising Dragon Acquisition Corp. No. 604, Yixing Road Wanbolin District, Taiyuan City Shanxi Province, People’s Republic of China, 030024 October 10, 2024Underwriting Agreement • October 15th, 2024 • Rising Dragon Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Rising Dragon Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Lucid Capital Markets, LLC as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one ordinary share of the Company, par value $0.0001 (the “Ordinary Shares”) and one right to receive one-tenth (1/10) of one Ordinary Share (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
