5,000,000 Units Rising Dragon Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 23rd, 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2024 • Rising Dragon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 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 • August 23rd, 2024 • Rising Dragon Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 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 • August 23rd, 2024 • Rising Dragon Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of [●], 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 • August 23rd, 2024 • Rising Dragon Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [*], 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 • August 23rd, 2024 • Rising Dragon Acquisition Corp. • Blank checks
This Agreement is made effective as of [*], 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 [*], 2024Underwriting Agreement • August 23rd, 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.
