REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2023 • Andretti Acquisition Corp. • Services-prepackaged software
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 19, 2023, by and among ANDRETTI ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), ZAPATA COMPUTING, INC., a Delaware corporation (“Zapata”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PURCHASE AGREEMENTPurchase Agreement • December 22nd, 2023 • Andretti Acquisition Corp. • Services-prepackaged software • New York
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of December 19, 2023, by and among ANDRETTI ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), ZAPATA COMPUTING, INC., a Delaware corporation (“Zapata”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
Certain identified information has been omitted from this exhibit because it is (i) not material and (ii) of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. SECURITY AGREEMENTSecurity Agreement • December 22nd, 2023 • Andretti Acquisition Corp. • Services-prepackaged software • New York
This Security Agreement (this “Agreement”), dated as of December 15, 2023 is by and between ZAPATA COMPUTING, INC., a Delaware corporation (“Debtor”) having a principal place of business located at 100 Federal Street, Floor 20, Boston, Massachusetts 02110, each of the subsidiaries of the Debtor party hereto, and Acquiom Agency Services LLC in its capacity as Collateral Agent for the Investors under (with each such term as defined in) the Note Purchase Agreement referenced below (“Secured Party”).
ZAPATA COMPUTING HOLDINGS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 22nd, 2023 • Andretti Acquisition Corp. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 202 between Zapata Computing Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SENIOR SECURED NOTE PURCHASE AGREEMENTSenior Secured Note Purchase Agreement • December 22nd, 2023 • Andretti Acquisition Corp. • Services-prepackaged software • Delaware
This Senior Secured Note Purchase Agreement, dated as of December 15, 2023 (this “Purchase Agreement”), is entered into by and among Zapata Computing, Inc., a Delaware corporation (the “Company”), the Guarantors (used herein as defined in the Security Agreement referred to below) named on the signature pages hereof, the individuals and entities who become parties to this Purchase Agreement by executing and delivering a Senior Secured Note Purchase Agreement Signature Page in the form of Exhibit A hereto (each an “Investor Signature Page”) in accordance with Section 1 hereof (each such party, including each Existing Noteholder (as defined below) exchanging Existing Notes, an “Investor” and, collectively, the “Investors”) and, for purposes of Section 3, Acquiom Agency Services LLC in its capacity as Collateral Agent (as defined below) for the Investors.
TECHNOLOGY INVESTMENT AGREEMENT ZAPATA COMPUTING, INC. BOSTON, MA 02110-1882 CAGE: 8AX98 AND THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY ARLINGTON, VA 22203-2114 CONCERNING BENCH-Q: THE MODULAR PLATFORM FOR FAULT-TOLERANT RESOURCE ESTIMATIONTechnology Investment Agreement • December 22nd, 2023 • Andretti Acquisition Corp. • Services-prepackaged software
This Agreement is entered into between the United States of America, hereinafter called the Government, represented by The Defense Advanced Research Projects Agency (DARPA), and Zapata Computing, Inc. pursuant to and under United States Federal law.
