0001213900-25-096275 Sample Contracts
Clear Street LLC New York, NY 10007 As Representative of the Underwriters named on Schedule A heretoUnderwriting Agreement • October 6th, 2025 • AA Mission Acquisition Corp. II • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2025 • AA Mission Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 30, 2025, is made and entered into by and among AA Mission Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), AA Mission Sponsor II, an exempted company incorporated in the Cayman Island with limited liability (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”).
WARRANT AGREEMENTWarrant Agreement • October 6th, 2025 • AA Mission Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 30, 2025, is by and between AA Mission Acquisition Corp. II, 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 AgreementPrivate Placement Unit Purchase Agreement • October 6th, 2025 • AA Mission Acquisition Corp. II • Blank checks
ContractAdministrative Services Agreement • October 6th, 2025 • AA Mission Acquisition Corp. II • Blank checks
This letter agreement (this “Agreement”) by and between AA Mission Acquisition Corp. II (the “Company”) and AA Mission Sponsor II (“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”):
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • October 6th, 2025 • AA Mission Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 30, 2025, by and between AA Mission Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Qing Sun (“Indemnitee”).
ContractUnderwriting Agreement • October 6th, 2025 • AA Mission Acquisition Corp. II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2025 • AA Mission Acquisition Corp. II • Blank checks