0001193125-25-223444 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2025 • American Exceptionalism Acquisition Corp. A • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 25, 2025, is made and entered into by and among American Exceptionalism Acquisition Corp. A, a Cayman Islands exempted company (the “Company”), and AEXA Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (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, the “Holders” and, each, a “Holder”).
INDEMNITY AGREEMENTIndemnity Agreement • September 29th, 2025 • American Exceptionalism Acquisition Corp. A • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2025, by and between American Exceptionalism Acquisition Corp. A, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 29th, 2025 • American Exceptionalism Acquisition Corp. A • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 25, 2025 by and between American Exceptionalism Acquisition Corp. A, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • September 29th, 2025 • American Exceptionalism Acquisition Corp. A • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of September 25, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between American Exceptionalism Acquisition Corp. A, a Cayman Islands exempted company (the “Company”), and AEXA Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
American Exceptionalism Acquisition Corp. A Menlo Park, CA 94025Underwriting Agreement • September 29th, 2025 • American Exceptionalism Acquisition Corp. A • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between American Exceptionalism Acquisition Corp. A, a Cayman Islands exempted company (the “Company”), and Santander US Capital Markets LLC, as the representative of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) (including up to 4,500,000 Ordinary Shares that may be purchased to cover over-allotments, if any). The Ordinary Shares shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-289701) and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in p
30,000,000 Ordinary Shares American Exceptionalism Acquisition Corp. A UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2025 • American Exceptionalism Acquisition Corp. A • Blank checks • New York