WARRANT AGREEMENTWarrant Agreement • June 28th, 2024 • Andretti Acquisition Corp. II • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2024, is by and between Andretti Acquisition Corp. II , a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
ANDRETTI ACQUISITION CORP. II Indianapolis, Indiana 46268Andretti Acquisition Corp. II • June 28th, 2024 • New York
Andretti Acquisition Corp. II., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Andretti Sponsor II LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a
