ANDRETTI ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • August 22nd, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 22nd, 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”).
WARRANT AGREEMENTWarrant Agreement • August 22nd, 2024 • Andretti Acquisition Corp. II • Blank checks • 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 46268 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 22nd, 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
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 22nd, 2024 • Andretti Acquisition Corp. II • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of August [ ], 2024, by and between Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and BTIG, LLC (“ BTIG” or the “Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 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”).
