Amendment to Underwriting Agreement
Andretti Acquisition Corp. II and BTIG, LLC have amended their Underwriting Agreement dated September 5, 2024. The amendment, effective upon the closing of Andretti's business combination with StoreDot Ltd., modifies the deferred underwriting commissions. If the closing cash is at least $70.0 million, $8.0 million will be paid in cash. If the closing cash is less than $70.0 million, $2.0 million will be paid in cash, and $6.0 million will be paid in Class A ordinary shares of Pubco, valued at the lower of $10.00 or the price in a concurrent transaction financing. BTIG also received customary registration rights for these shares. Furthermore, BTIG has a right of first refusal to serve as a non-exclusive placement agent for any Transaction Financing related to the business combination, with fees split 50% cash and 50% Pubco shares. Additionally, BTIG has a right of first refusal for 12 months post-closing to underwrite offerings for any new SPACs formed by the Andretti Sponsor II LLC, Mario Andretti, or Michael Andretti.