Andretti Acquisition Corp. II Watch

from 8-K 15 pages Form of Indemnity Agreement

from 8-K 2 pages Andretti Acquisition Corp. II 7615 Zionsville Road Indianapolis, Indiana 46268 September 5, 2024

from 8-K 8 pages September 5, 2024 Andretti Acquisition Corp. II 7615 Zionsville Road Indianapolis, Indiana 46268 Re: Initial Public Offering Ladies and Gentlemen

from 8-K 8 pages Private Placement Units Purchase Agreement

from 8-K 5 pages Private Placement Units Purchase Agreement

from 8-K 15 pages Registration Rights Agreement

from 8-K 13 pages Investment Management Trust Agreement

from S-1/A 9 pages Private Placement Units Purchase Agreement

from S-1/A 14 pages Registration Rights Agreement

from S-1/A 14 pages Investment Management Trust Agreement

from S-1/A 8 pages Re: Initial Public Offering Ladies and Gentlemen

from S-1/A 2 pages Andretti Acquisition Corp. II 7615 Zionsville Road Indianapolis, Indiana 46268 [ ], 2024

from S-1/A 3 pages Amendment No. 1 to Promissory Note

from S-1/A 15 pages Form of Indemnity Agreement

from S-1/A 9 pages Private Placement Units Purchase Agreement

from S-1/A 5 pages Private Placement Units Purchase Agreement

from S-1/A 14 pages Registration Rights Agreement

from S-1/A 14 pages Investment Management Trust Agreement

from S-1/A 8 pages Re: Initial Public Offering Ladies and Gentlemen

from S-1 8 pages 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 One-For-One Basis, Subject to Adjustment, Upon and Subject to the Terms and Conditions Set Forth in the Articles. Unless the Context Otherwise Requires, as Used Herein “Shares” Shall Be Deemed to Include Any Class a Ordinary Shares Issued Upon Conversion of the Class B Ordinary Shares Comprising the Shares. the Terms (This “Agreement”) on Which the Company Is Willing to Issue the Shares to the Subscriber, and the Company and the Subscriber’s Agreements Regarding Such Shares, Are as Follows: 1. Subscription for Shares