REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2024 • Andretti Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2024 is made and entered into by and among Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Andretti Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 31st, 2024 • Andretti Acquisition Corp. II • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2024 by and between Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ANDRETTI ACQUISITION CORP. IIAndretti Acquisition Corp. II • July 31st, 2024 • Blank checks
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 31st, 2024 • Andretti Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Andretti Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
Andretti Acquisition Corp. II Indianapolis, Indiana 46268 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 31st, 2024 • Andretti Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and BTIG, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 31st, 2024 • Andretti Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2024, by and between Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 31st, 2024 • Andretti Acquisition Corp. II • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of July, 2024, by and between Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and BTIG, LLC (“ BTIG” or the “Subscriber”).
ANDRETTI ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2024 • Andretti Acquisition Corp. II • Blank checks • New York
The undersigned, Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
