20,000,000 UNITS ANDRETTI ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2022 • Andretti Acquisition Corp. • Blank checks • New York
Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Sect
ANDRETTI ACQUISITION CORP. Indianapolis, Indiana 46268Andretti Acquisition Corp. • January 19th, 2022 • Blank checks • New York
We are pleased to accept the offer SOL Verano Blocker 1 LLC (the “Subscriber” or “you”) has made to purchase 1,430,923 of Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” and, together with all other classes of the Company’s (as defined below) ordinary shares, the “Ordinary Shares”), up to 233,382 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-Allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding the Shares, are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 19th, 2022 • Andretti Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, dated as of January 12, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), Andretti Sponsor LLC, a Delaware limited liability company (the “Sponsor”), SOL Verano Blocker 1 LLC, a Delaware limited liability company and a third-party institutional accredited investor (the “Sponsor Co-Investor”), and the undersigned parties listed under “Holders” on the signature pages hereto (each such party, together with the Sponsor, the Sponsor Co-Investor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2, a “Holder” and, collectively, the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 23rd, 2021 • Andretti Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT is made as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
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”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 2nd, 2021 • Andretti Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Andretti Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • January 19th, 2022 • Andretti Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT is made as of January 12, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Gerald D. Putnam (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • January 19th, 2022 • Andretti Acquisition Corp. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of January 12, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • January 19th, 2022 • Andretti Acquisition Corp. • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT, dated as of January 12, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • July 13th, 2023 • Andretti Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of July [•], 2023 by and Andretti Acquisition Corp., a Cayman Islands exempted limited liability company (“WNNR”), Andretti Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investors (collectively, the “Investor”).
PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • January 19th, 2022 • Andretti Acquisition Corp. • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of January 12, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Andretti Acquisition Corp. Indianapolis, Indiana 46268Letter Agreement • November 23rd, 2021 • Andretti Acquisition Corp. • Blank checks • New York
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., a Cayman Islands exempted company (the “Company”), RBC Capital Markets, LLC, as representative (the “Representative”) of the several 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 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable public warrant (each whole public warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offer
SUBSCRIPTION AGREEMENTSubscription Agreement • March 26th, 2024 • Andretti Acquisition Corp. • Services-prepackaged software
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 25, 2024, by and among Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”).
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, WNNR and Target on the Trade Date specified below. The term “Counterparty” refers to WNNR...Andretti Acquisition Corp. • March 26th, 2024 • Services-prepackaged software
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, WNNR and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • March 23rd, 2021 • Andretti Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 19th, 2022 • Andretti Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 12, 2022 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Andretti Sponsor LLC (the “Purchaser”).
NONSTATUTORY STOCK OPTION AGREEMENT UNDER THE ZAPATA COMPUTING HOLDINGS INC.Nonstatutory Stock Option Agreement • April 3rd, 2024 • Zapata Computing Holdings Inc. • Services-prepackaged software
Pursuant to the Zapata Computing Holdings Inc. 2024 Equity and Incentive Plan (as amended through the date hereof, the “Plan”), Zapata Computing Holdings Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of common stock, par value $0.0001 per share, of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above, subject to the terms and conditions set forth herein and in the Plan.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE ZAPATA COMPUTING HOLDINGS INC.Incentive Stock Option Agreement • April 3rd, 2024 • Zapata Computing Holdings Inc. • Services-prepackaged software
Pursuant to the Zapata Computing Holdings Inc. 2024 Equity and Incentive Plan (as amended through the date hereof, the “Plan”), Zapata Computing Holdings Inc.. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of common stock, par value $0.0001 per share, of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above, subject to the terms and conditions set forth herein and in the Plan.
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”).
ANDRETTI ACQUISITION CORP.Andretti Acquisition Corp. • March 23rd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date, the “Termination Date”), Andretti Sponsor LLC, a Delaware limited liability company (the “Sponsor”), shall take steps directly or indirectly to make available to the Company, at 7615 Zionsville Road, Indianapolis, Indiana 46268 (or any successor location), office space and secretarial and administrative services as may be required by the Company from time to time. In exchange therefor, the Company shall pay the Sponsor a sum of up to $15,000 per month, as i
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 23rd, 2021 • Andretti Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [PURCHASER] (the “Purchaser”).
ZAPATA ENTERPRISE SOLUTION SUBSCRIPTION AGREEMENTZapata Enterprise Solution Subscription Agreement • December 1st, 2023 • Andretti Acquisition Corp. • Services-prepackaged software • Indiana
This Agreement consists of this signature page (“Signature Page”) and the following, which are incorporated into this Agreement by this reference:
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, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2023 • Andretti Acquisition Corp. • Services-prepackaged software • Massachusetts
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of June 1, 2019 (the “Effective Date”) by and between Zapata Computing, Inc., a Delaware corporation (the “Company”), and Yudong Cao (“Employee”).
ANDRETTI ACQUISITION CORP.Andretti Acquisition Corp. • January 19th, 2022 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date, the “Termination Date”), Andretti Sponsor LLC, a Delaware limited liability company (the “Sponsor”), shall take steps directly or indirectly to make available to the Company, at 7615 Zionsville Road, Indianapolis, Indiana 46268 (or any successor location), office space and secretarial and administrative services as may be required by the Company from time to time. In exchange therefor, the Company shall pay the Sponsor a sum of up to $15,000 per month, as i
ZAPATA COMPUTING, INC. Independent Director Consulting Agreement [(Name of Board Member)]Consulting Agreement • December 1st, 2023 • Andretti Acquisition Corp. • Services-prepackaged software • Massachusetts
This Independent Director Consulting Agreement (this “Agreement”), dated as of the date of the last signature below (the “Effective Date”), is made by and between Zapata Computing, Inc., a Delaware corporation (the “Company”), and [Name of Board Member] (the “Director”).
Term Sheet–June 27, 2022Sublease Consent Agreement • December 1st, 2023 • Andretti Acquisition Corp. • Services-prepackaged software • Ontario
WHEREAS by a lease dated July 30, 2019 (hereinafter referred to as the “Lease”), Landlord did demise unto Tenant the premises located at 25 Adelaide Street East, Suite #1500, Toronto, Ontario, consisting of approximately 2,427 square feet (the “Premises”) for a term of five (5) years commencing on June 1, 2019 and from thenceforth next ensuing and fully to be completed and ended on May 31, 2024 and subject to the terms and conditions therein contained;
EMPLOYMENT AGREEMENTEmployment Agreement • December 1st, 2023 • Andretti Acquisition Corp. • Services-prepackaged software • Massachusetts
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on March 15, 2018, by and between Zapata Computing, Inc., a Delaware corporation (the “Company”), and Christopher Savoie (“Executive”).
Managed Services AgreementManaged Services Agreement • December 1st, 2023 • Andretti Acquisition Corp. • Services-prepackaged software
This Agreement is entered into as of the Effective Date by and between Zapata Computing Inc., 100 Federal Street, Floor 20, Boston, MA 02110 (“Zapata”), and Andretti Autosport Holding Company, LLC f/k/a Andretti Autosport Holding Company, Inc., 7615 Zionsville Road, Indianapolis, IN 46268 (“Customer”).
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE ZAPATA COMPUTING HOLDINGS INC.Restricted Stock Unit Award Agreement • April 3rd, 2024 • Zapata Computing Holdings Inc. • Services-prepackaged software
Pursuant to the Zapata Computing Holdings Inc. 2024 Equity and Incentive Plan (as amended through the date hereof, the “Plan”), Zapata Computing Holdings Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (the “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of common stock, par value $0.0001 per share, of the Company (the “Stock”).
FIRST AMENDMENT MANAGED SERVICES AGREEMENTManaged Services Agreement • December 1st, 2023 • Andretti Acquisition Corp. • Services-prepackaged software
Customer and Zapata are parties to a Managed Services Agreement effective on October 1, 2022 (“Agreement”). Customer and Zapata wish to amend the Agreement as set forth in this First Amendment (“First Amendment”) entered into on the date of the last signature below and effective on September 28, 2023. Customer and Zapata may also be referred to individually as a “Party” or collectively as the “Parties”. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Agreement.
SPONSORSHIP AGREEMENTSponsorship Agreement • April 3rd, 2024 • Zapata Computing Holdings Inc. • Services-prepackaged software • Indiana
This Sponsorship Agreement (“Agreement”) is entered into on the date of the last signature below and effective as of the Effective Date by and between Team and Sponsor (each, as defined in Exhibit A). Team and Sponsor are also referred to individually as a “Party” or collectively as the “Parties”.
Andretti Acquisition Corp. Indianapolis, Indiana 46268 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 19th, 2022 • Andretti Acquisition Corp. • Blank checks • New York
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., a Cayman Islands exempted company (the “Company”), RBC Capital Markets, LLC, as representative (the “Representative”) of the several 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 3,000,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable public warrant (each whole public warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offer
100 FEDERAL STREET BOSTON, MASSACHUSETTS Lease Dated May 30, 2019 (“Effective Date”)100 Federal Street • December 1st, 2023 • Andretti Acquisition Corp. • Services-prepackaged software • Massachusetts
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”).
