AA Mission Acquisition Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 5th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2024, is made and entered into by and among AA Mission Acquisition Corp., a Cayman Islands exempted company (the “Company”), AA Mission Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 5th, 2024 • AA Mission Acquisition Corp. • Blank checks
RE: Securities Subscription Agreement Ladies and Gentlemen:
AA Mission Acquisition Corp. • June 27th, 2024 • Blank checks • New York
Clear Street LLC 4 World Trade Center New York, NY 10007
Underwriting Agreement • July 17th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT
Warrant Agreement • June 27th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2024, is by and between AA Mission Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT
Private Placement Unit Purchase Agreement • August 5th, 2024 • AA Mission Acquisition Corp. • Blank checks
UNDERWRITING AGREEMENT
Underwriting Agreement • August 5th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 27th, 2024 • AA Mission Acquisition Corp. • Blank checks
Contract
Letter Agreement • June 27th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 27th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June [●], 2024, is made and entered into by and among AA Mission Acquisition Corp., a Cayman Islands exempted company (the “Company”), AA Mission Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

INDEMNITY AGREEMENT
Indemnity Agreement • August 5th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 31, 2024, by and between AA Mission Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

Contract
Letter Agreement • July 17th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York
Private Placement Unit Purchase Agreement
Private Placement Unit Purchase Agreement • June 27th, 2024 • AA Mission Acquisition Corp. • Blank checks
Contract
Letter Agreement • August 5th, 2024 • AA Mission Acquisition Corp. • Blank checks

This letter agreement (this “Agreement”) by and between AA Mission Acquisition Corp. (the “Company”) and AA Mission Acquisition Sponsor Holdco LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

WARRANT AGREEMENT
Warrant Agreement • August 5th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 31, 2024, is by and between AA Mission Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

Contract
Letter Agreement • June 27th, 2024 • AA Mission Acquisition Corp. • Blank checks

This letter agreement (this “Agreement”) by and between AA Mission Acquisition Corp. (the “Company”) and AA Mission Acquisition Sponsor Holdco LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

Contract
Letter Agreement • August 5th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York
FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • June 27th, 2024 • AA Mission Acquisition Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2024, by and between AA Mission Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

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