Zapata Computing Holdings Inc. Form 8-K Current Report Filed 2025-06-18

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On June 12, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with accredited investors pursuant to which the Company sold and issued secured convertible promissory notes (“Notes”) and warrants to purchase 33,125,000 shares of Common Stock (“Warrants”) for total gross proceeds of $2,650,000. The Company used a portion of the proceeds to repay an existing lender as described under Item 1.02 of this Current Report on Form 8-K and intends to use the remaining proceeds for the repayment of certain indebtedness and for working capital and general corporate purposes. Under the Purchase Agreement, the Company may sell and issue the Notes and the Warrants for total gross proceeds of up to $3,000,000.

The Notes have a principal amount equal to the loan amount, mature on the one-year anniversary of the issuance date (subject to acceleration upon the occurrence of certain customary events of default or a change of control), and bear 10% per annum interest. The Notes are convertible into 66,250,000 shares of the Company’s common stock at the option of the holder based on a conversion price of $0.04 per share, subject to certain adjustments. The Notes convert automatically upon the Company’s completion of a securities offering resulting in gross proceeds of at least $5 million.

The Warrants have a term of five years. The Warrants have an exercise price of $0.04 per share, subject to certain adjustments. At any time when a registration statement registering the resale of shares issuable upon exercise of the Warrants is not effective, the Warrants can be exercised cashlessly by the holders.

On June 12, 2025, the Company entered into a Consent Agreement (the “Consent”) with one of the Company’s two secured lenders prior to the issuance of the Notes in the offering described above (the “Existing Lender”). Pursuant to the Consent, the Existing Lender waived certain rights under its outstanding Senior Secured Promissory Note in the original principal amount of $1,000,000 which was issued by Zapata Computing, Inc., the Company’s subsidiary and remains outstanding following the offering (the “Existing Note”). The Existing Lender waived any default or event default under such Existing Note in connection with the transactions under the Purchase Agreement described above or existing as of the date of the Consent. In exchange for such waiver, the Company agreed to issue the Existing Lender 34,000,000 shares of common stock.

The obligations evidenced by the Notes are secured by the assets of the Company and its subsidiaries pursuant to a Security Agreement entered into between the Company, its subsidiaries and the collateral agent on behalf of the Note holders dated as of the date of the Purchase Agreement. In addition, the Company entered into an Intercreditor Agreement with the collateral agent and the Existing Lender providing for the relative rights with respect to the secured obligations of the Company and its subsidiaries in favor of the secured lenders with respect to the Notes and the Existing Note.

From June 12, 2025 through June 18, 2025, the Company entered into Conversion Agreements (the “Conversion Agreements”) with certain creditors of the Company under which such creditors agreed to exchange a total of $10,100,256 of accounts payable and other liabilities to such creditors in exchange for the Company’s issuance of 27,330,000 shares of the Company’s common stock to such creditors. These transactions are part of the Company’s restructuring under which the Company is seeking to satisfy outstanding obligations which total up to approximately $17,000,000 of accounts payable and other liabilities to creditors in exchange for the issuance to such creditors of a total of up to 46,000,000 shares of common stock (or convertible preferred stock in lieu thereof). In addition, two of these creditors will be receiving convertible preferred stock in lieu of common stock, and the Company is holding the signatures of these creditors in escrow pending the filing of a certificate of designation for such preferred stock with the Delaware Secretary of State.

In connection with each of the transactions described above, the Company and counterparties who received common stock or derivative securities entered into certain Universal Resale and Registration Provisions (the “Resale Provisions”) pursuant to which such recipients agreed to certain lock-up provisions restricting and limiting their sale, transfer, pledge, or disposal of any shares of common stock held by or issuable to such recipients for a period ending 12 months following the date of a resale registration statement with respect to the common stock comprising or underlying such securities is declared effective by the Securities and Exchange Commission (“SEC”) (such period, the “Lock-Up Period”). The Resale Provisions provide that up to 10% of each holder’s shares may be sold or transferred during the first 90 days following such effective date, and up to 25% of such holder’s shares may be sold or transferred in each subsequent 90 day period thereafter for the remainder of the Lock-Up Period; and that during each of the third and fourth ninety 90 day periods referred to above, each holder may sell or transfer up to an additional 10% of its shares, but only to the extent such amount represents shares that were eligible for sale or transfer in prior periods but were not sold or transferred by such holder. The Resale Provisions also contains certain additional limitations and exceptions with respect to such lock-up provisions, including a volume limitation on the holders’ sales of shares pursuant to which the holders collectively may not sell more than 10% of the shares in a given trading day, and the cessation of the Lock-Up Period and termination of such lock-up provisions if certain events do not occur within a specified time and as more particularly set forth therein.

Pursuant to the Resale Provisions the Company also agreed to provide the holders with registration rights pursuant to which, if the Company closes a securities offering resulting in gross proceeds of at least $5 million, the holders shall have “piggy back” registration rights for the inclusion for resale of their shares to be registered on any subsequent registration statement filed with the SEC in connection with such offering. The Company also agreed to file a registration statement for the holders’ sales of shares within 180 days after the Company makes the requisite filings under the Securities Exchange Act of 1934, and prepares the requisite audited and unaudited financial statements, as applicable, to become eligible to file a resale registration statement, and to cause such registration statement to be declared effective within 90 days thereafter. The Company also agreed to provide the holders with certain indemnification rights in connection with such registration rights.

The foregoing descriptions of the transactions, securities and related matters described in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by the full text of the referenced documents, forms of which are filed as Exhibits 4.1, 4.2, and 10.1 – 10.6 of this Current Report on Form 8-K.

The Company used approximately $1,343,000 of the proceeds from the offering described above under Item 1.01 to repay the other secured lender pursuant to a Senior Secured Promissory Note (the “Prior Note”) in the original principal amount of $1,000,000 which was issued by Zapata Computing, Inc., the Company’s subsidiary, to a secured lender on or about February 8, 2024. As a result of such payment, such Prior Note is no longer outstanding and the Company’s obligations thereunder have been satisfied. The Prior Note bore interest at a rate of 15% per annum, had a maturity date of December 15, 2026 and was secured by the Company’s assets.

All of the securities issued in the transactions referred to in this Current Report on Form 8-K were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder.

* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

FOR VALUE RECEIVED, Zapata Computing Holdings Inc., a Delaware corporation (the “Company”), promises to pay to __________________ or its assigns (the “Holder”) the principal amount of $_____________, with interest on the outstanding principal amount of this convertible promissory note (“Note”) bearing simple interest at the rate of 10.0% per annum. Interest shall commence with and be computed from the date of this Note and shall continue on the outstanding principal amount until paid in full or converted, it being understood that no accrued interest shall be paid to the Holder until this Note is paid in full or converted pursuant to the terms hereof. Interest shall be computed on the basis of a year of 360 days for the actual number of days elapsed.

1. Note. This Note is being issued pursuant to the terms of that certain Securities Purchase Agreement, dated as of the date hereof (the “Agreement”), and evidences the principal amount lent by the Holder to the Company. The Note is a secured obligation of the Company, and on the date hereof, the Company entered into a Security Agreement (the “Security Agreement”), which shall provide security and collateral to this Note.

2. Repayment or Conversion. Unless this Note has been converted in accordance with the terms of Sections 3(a), 3(b) or 3(c) hereof, the entire outstanding principal balance and all unpaid accrued interest under this Note shall become fully due and payable on the earlier of (i) the occurrence of a Change of Control (as defined below), (ii) subject to Section 5(c) or 5(d) hereof, the date when the Company receives a written notice from the Holder (as it relates to Section 5(a)) or the Requisite Noteholders (as defined in the Agreement) (as it relates to Sections 5(b) and 5(e)) of the occurrence of an Event of Default (as defined below) or (iii) ________ ____, 2026, the one-year anniversary of the date hereof (the “Maturity Date”) (for the avoidance of doubt, if the Holder has provided notice of its election to exercise its conversion right pursuant to and in accordance with Section 3(c), then the amount of principal and interest that such Holder has elected to convert pursuant to Section 3(c) shall not be considered due and payable pursuant to this clause (iii)). All payments of interest and principal shall be in lawful money of the United States of America and shall be applied first to accrued interest, and thereafter to principal. “Change of Control” means (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.

(a) Automatic Conversion Upon a Qualified Financing. In the event that the Company issues and sells shares of capital stock of the Company, $0.0001 par value per share (the “Common Stock”), on or before the Maturity Date in a single transaction or series of related transactions to investors (the “Investors”) in a financing with aggregate gross proceeds to the Company of at least $5,000,000 (a “Qualified Financing”), then the outstanding principal balance under this Note shall automatically convert in whole without any further action by the Holder into Common Stock (the “Conversion Shares”) at a conversion price equal to $0.04 per share of Common Stock, subject to any adjustments under Section 6 (the “Conversion Price”), with the number of Conversion Shares to be determined by dividing such outstanding principal balance by the Conversion Price (rounded to the nearest whole share so that no fractional shares are issuable). All unpaid accrued interest shall be forgiven upon a conversion pursuant to this Section 3(a).

(b) Repayment Upon a Change of Control. Upon the occurrence of a Change of Control prior to the conversion or repayment of this Note, the Holder shall have the option, exercisable by written notice to the Company prior to the closing of such Change of Control, to either: (i) have the outstanding principal and unpaid accrued interest under this Note repaid in full promptly following such closing, or (ii) convert the outstanding principal balance of this Note into shares of Common Stock at the Conversion Price set forth in Section 3(a). The Company will provide at least 10 business days prior written notice to the Holder of any Change of Control. All unpaid accrued interest shall be forgiven upon such conversion pursuant to this Section 3(b).

(c) Optional Conversion . The Holder shall have the right to elect at any time to convert the outstanding principal balance of this Note into Conversion Shares at the Conversion Price, with the number of Conversion Shares to be determined by dividing the outstanding principal balance that is being converted by the Conversion Price (rounded to the nearest whole share so that no fractional shares are issuable). All unpaid accrued interest shall be forgiven upon such conversion pursuant to this Section 3(c).

(d) Universal Resale and Registration Rights Provisions. All shares of Common Stock issued upon conversion of this Note shall be subject to the resale and registration rights provisions set forth in the Agreement and Exhibit D thereto.

4. No Prepayment. The Company may not prepay this Note prior to the Maturity Date without the prior written consent of the Holder.

5. Default. Upon the occurrence and continuation of an Event of Default hereunder, at the option and upon the declaration of the Holder (as it relates to Section 5(a)) or the Requisite Noteholders (as it relates to Sections 5(b) and 5(e)) and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default under Section 5(c) or 5(d)), this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable. The Company shall promptly provide the Holder with notice following any Event of Default. The occurrence of any one or more of the following shall constitute an “Event of Default”:

(a) the Company fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any accrued interest or other amounts due under this Note on the date the same becomes due and payable;

(b) the Company shall default in its performance of any covenant under this Note or the Agreement;

(c) the Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

(d) an involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company; or

(e) the Company be in default under any loan agreement or any other indebtedness for borrowed money, in each case in a principal amount of greater than $200,000 that has not been cured or waived.

(a) Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment from time to time as hereinafter set forth:

(i) Stock Dividends – Stock Splits. If after the date hereof the number of outstanding shares of Common Stock is increased by a stock dividend payable in Common Stock or by a stock split of shares of Common Stock or other similar event, then the Conversion Price shall be decreased in proportion to such increase in outstanding shares of Common Stock.

(ii) Combination of Shares. If after the date hereof the number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of Common Stock or other similar event, then the Conversion Price shall be increased in proportion to such decrease in outstanding shares.

(iii) Changes in Form of Note. This form of Note need not be changed because of any change pursuant to this Section 6.

7. Waiver of Presentment. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

8. Governing Law. This Note shall be governed by and construed under the laws of the State of Delaware, without giving effect to conflicts of laws principles.

9. Amendment; Waiver. Any term of this Note may be amended or waived with the written consent of each of the Company and the Holder.

10. Transfer. This Note may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in a form satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new convertible promissory note for like principal amount and interest, and upon the same conditions hereof, shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered Holder of this Note and such payment shall constitute full discharge of the Company’s obligation to pay such interest and principal.

11. Maximum Rate of Interest. All agreements between the Company and the Holder are hereby expressly limited so that in no event will the rate of interest and other fees charged or agreed to be charged to the Holder for the use, forbearance, loaning or detention of such indebtedness exceed the maximum permissible interest rate under applicable law (the “Maximum Rate”). If for any reason, the interest rate applied exceeds the Maximum Rate, then the interest rate will automatically be reduced to the Maximum Rate. If the Holder receives interest at a rate exceeding the Maximum Rate, the amount of interest received in excess of the maximum amount receivable will be applied to the reduction of principal and not to the payment of interest thereunder.

12. Severability. If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction.

IN WITNESS WHEREOF, the Company has duly executed this Note effective as of the day and year first written above.

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

THIS CERTIFIES THAT, ___________________ (“Holder”), as registered owner of this Warrant, is entitled, at any time or from time to time commencing the date hereof (the “Commencement Date”), and at or before 5:00 p.m., New York City local time, __________ ____, 2030 (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to _____________ shares of common stock (“Shares”), par value $0.0001 per share (the “Common Stock”) of Zapata Computing Holdings Inc. (“Company”). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period from the Commencement Date to the Expiration Date, the Company agrees not to take any action that would terminate this Warrant. This Warrant is initially exercisable at $0.04 per Share so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified (as adjusted, depending on the context, the “Exercise Price”).

2.1 Exercise Form. To exercise this Warrant, the exercise form (the “Exercise Form”) attached hereto must be duly executed and completed and delivered to the Company, together with this Warrant and payment of the Exercise Price for the Shares being purchased payable in cash or by certified check or official bank check or wire transfer. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., New York City local time, on the Expiration Date, this Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.

2.2 Cashless Exercise. If a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the issuance or resale of the Shares for which the Holder has delivered as Exercise Form is not available for the issuance or resale of such Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of the payment of the Exercise Price multiplied by the number of Shares for which this Warrant is exercisable (and in lieu of being entitled to receive Shares) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Warrant into a number of Shares (“Cashless Exercise Right”) equal to the product of (i) X and (ii) the quotient obtained by dividing [A-B] by (A):

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Form if such Exercise Form is (1) both executed and delivered pursuant to Section 2.1 on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2.1 on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Form or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Form if such Exercise Form is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2.1, which Bid Price shall be shown on supporting documents provided by the Holder to the Company within two Trading Days of delivery of the Exercise Form, or (iii) the VWAP on the date of the applicable Exercise Form if the date of such exercise form is a Trading Day and such Exercise Form is both executed and delivered pursuant to Section 2.1 after the close of “regular trading hours” on such Trading Day;

(X) = the number of Shares that would be issuable upon exercise of this Warrant to the extent being exercised in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock is then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Common Stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Common Stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement Date and not later than the Expiration Date by delivering the Warrant with the duly executed Exercise Form attached hereto with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number of Shares the Holder will purchase pursuant to such Cashless Exercise Right.

2.3 No Obligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this Warrant, in no event will the Company be required to net cash settle the exercise of the Warrant. The holder of the Warrant will not be entitled to exercise the Warrant unless a registration is effective, or an exemption from the registration requirements is available at such time and, if the holder is not able to exercise the Warrant, the Warrant will expire worthless.

2.4 Universal Resale and Registration Rights Provisions. All shares of Common Stock issued upon exercise of this Warrant shall be subject to the resale and registration rights provisions set forth in the Securities Purchase Agreement dated as of ________ ____, 2025 and Exhibit D thereto, pursuant to which this Warrant was issued.

3.1 General Restrictions. On and after the date hereof, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. To make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five business days transfer this Warrant on the books of the Company and shall execute and deliver a new Warrant or Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

3.2 Restrictions Imposed by the Act. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

4.1 Partial Exercise or Transfer. Subject to the restrictions in Section 3, this Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder without charge a new Warrant of like tenor to this Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Warrant has not been exercised or assigned.

4.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

5.1 Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Warrant shall be subject to adjustment from time to time as hereinafter set forth:

5.1.1 Stock Dividends - Split-Ups. If after the date hereof, and subject to the provisions of Section 5.2 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in Common Stock or by a split-up of shares of Common Stock or other similar event, then the number of shares of Common Stock underlying each of the Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares. In such event the Exercise Price shall be proportionately decreased.

5.1.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 5.2, the number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of Common Stock or other similar event, then the number of shares of Common Stock underlying each of the Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares. In such event the Exercise Price shall be proportionately increased.

5.1.3 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Common Stock other than a change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the par value of such Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of shares of Common Stock of the Company obtainable upon exercise of this Warrant immediately prior to such event; and if any reclassification also results in a change in the shares of Common Stock covered by Section 5.1.1 or 5.1.2, then such adjustment shall be made pursuant to Sections 5.1.1, 5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

5.1.4 Changes in Form of Warrant. This form of Warrant need not be changed because of any change pursuant to this Section, and Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Warrants initially issued pursuant to this Warrant. The acceptance by any Holder of the issuance of new Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.

5.2 Substitute Warrant. In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental Warrant providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Warrant) to receive, upon exercise of such Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental Warrant shall provide for adjustments which shall be identical to the adjustments provided in Section 5. The above provision of this Section shall similarly apply to successive consolidations or mergers.

5.3 Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of shares of Common Stock upon the exercise of the Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock or other securities, properties or rights.

6. Reservation of Common Stock. The Company shall at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, all shares of Common Stock shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder.

7.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of this Warrant and its exercise, any of the events described in Section 7.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

7.2 Events Requiring Notice. The Company shall be required to give the notice described in this Section 7 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business shall be proposed, or (iv) prior to an adjustment pursuant to Section 5.1.3 or 5.2.

7.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the number of Shares and Exercise Price pursuant to Section 5, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Executive Officer or Chief Financial Officer.

7.4 Transmittal of Notices. All notices, requests, consents and other communications under this Warrant shall be in writing and shall be personally delivered, sent by electronic mail (email) and confirmed or transmitted by Federal Express or other nationally recognized delivery service, next Trading Day delivery and shall be deemed given when so delivered, sent via email and confirmed or if by courier , the next Trading Day after delivery to the carrier:

if to the registered Holder of this Warrant, to the address or email address of such Holder as shown on the signature page hereto or (ii) if to the Company, to the following address or to such other address as the Company may designate by notice to the Holders:

8.1 Amendments. The Company and the Holder may from time to time supplement or amend this Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Holder may deem necessary or desirable and that the Company and the Holder deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.

8.2 Headings. The headings contained herein are for the sole purpose of convenience of reference and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Warrant.

8.3 Entire Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

8.4 Binding Effect. This Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.

8.5 Governing Law; Submission to Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflict of laws. The Company and the Holder each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Warrant shall be brought and enforced in the courts of the State of New York located in New York County. The Company and the Holder each hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

8.6 Waiver, Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach or non-compliance.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the date first set forth above.

The undersigned hereby elects irrevocably to exercise all or a portion of the within Warrant and to purchase _______shares of Common Stock of Zapata Computing Holdings Inc. and hereby makes payment of $ ______ (at the rate of $ ________ per Share) in payment of the Exercise Price pursuant thereto. Please issue the shares of Common Stock as to which this Warrant is exercised in accordance with the instructions given below.

The undersigned hereby elects irrevocably to convert its right to purchase ____________ Shares purchasable under the within Warrant by surrender of the unexercised portion of the attached Warrant (with a value based of $ ____________ based on a market price of $__________). Please issue the Shares as to which this Warrant is exercised in accordance with the instructions given below.

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Warrant in every particular, without alteration or enlargement or any change whatever.

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

(To be executed by the registered Holder to effect a transfer of the within Warrant):

FOR VALUE RECEIVED, ______________________does hereby sell, assign and transfer unto ____________ the right to purchase ____________ shares of Common Stock of Zapata Computing Holdings Inc. (“Company”) evidenced by the within Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Warrant in every particular, without alteration or enlargement or any change whatever.

As of the date hereof, Zapata Computing Holdings Inc. (“Debtor” or the “Company”) and _________ (“Creditor,” and together with Debtor, the “Parties”) acknowledge that certain obligations are currently owed by Debtor to Creditor, in the aggregate amount of $__________ (the “Outstanding Balance”), arising from one or more agreements or arrangements between the Parties (“Agreements”).

Debtor has asked Creditor to terminate any and all such Agreements and cancel the Outstanding Balance in exchange for __________ shares of common stock of Debtor, par value $0.0001 per share (the “Exchanged Shares”). Upon execution of this letter agreement (this “Letter” or this “Agreement”) by Debtor and Creditor and the issuance of the Exchanged Shares by Debtor to Creditor, which shall occur within ten (10) business days or as soon as reasonably practicable following the execution of this Letter, the Parties agree that (a) all obligations of Debtor under the Agreements shall be deemed paid and satisfied in full and irrevocably discharged, terminated and released and (b) the Agreements shall automatically terminate and be of no further force or effect.

Each Party acknowledges the confidential nature of the terms and conditions of this Letter (collectively, the “Confidential Information”) and agrees that it shall not (a) disclose any of such Confidential Information to any person or entity, except to such Party’s affiliates, employees, advisors, and other representatives who need to know the Confidential Information to assist such Party, or act on its behalf, to exercise its rights or perform its obligations under this Letter or may be required by law including as otherwise requested or required in connection with any valid legal process, including the request or requirement of any regulatory, self-regulatory or governmental agency, or (b) use the Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Letter. Each Party shall be responsible for any breach of this paragraph caused by any of its affiliates, employees, advisors, or other representatives.

In consideration of the covenants, agreements, and undertakings of the Parties under this Letter, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Letter arising out of or relating to the Agreements, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Letter.

In addition, the Creditor and the Company agree to be bound by and comply with the provisions set forth on Exhibit A hereto. By executing this Agreement, the Creditor acknowledges and agrees that it is a Holder and the shares of Common Stock it acquires or may in the future acquire in connection with this Agreement and the transactions contemplated hereby are Restricted Shares for purposes of and as such terms are defined in Exhibit A.

(a) Creditor Status. At the time the Creditor was offered the Exchanged Shares, it was, as of the date hereof it is and as of the closing date of the transactions contemplated hereby it will be, an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933 (the “Securities Act”).

(b) Own Account. The Creditor understands that the Exchanged Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Exchanged Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Exchanged Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Creditor’s right to sell the Exchanged Shares pursuant to an effective registration statement or otherwise in compliance with applicable federal and state securities laws).

(c) No General Solicitation; No Advertising. The Creditor is unaware of, is in no way relying on, and did not become aware of the offering of the Exchanged Shares directly or indirectly through or as a result of, any form of general solicitation or general advertising including, without limitation, any press release, article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet (including without limitation, Internet “blogs,” bulletin boards, discussion groups or social networking sites in connection with the offering and sale of the Exchanged Shares and is not subscribing for the Exchanged Shares and did not become aware of the offering of the Exchanged Shares through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the Creditor in connection with investments in securities generally. The Creditor further confirms that it has a substantive and pre-existing relationship with the Company or their respective officers, directors or agents and such Creditor was not solicited to purchase the Exchanged Shares through the use of general solicitation.

(d) Experience of the Creditor. The Creditor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Exchanged Shares, and has so evaluated the merits and risks of such investment. The Creditor is able to bear the economic risk of an investment in the Exchanged Shares and, at the present time, is able to afford a complete loss of such investment.

(e) Access to Information. The Creditor acknowledges that it has had the opportunity to review this Agreement and all exhibits and schedules hereto and has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Exchanged Shares and the merits and risks of investing in the Exchanged Shares.

Each undersigned Party acknowledges and agrees that the Creditor is one of a number of unsecured creditors of the Company which is receiving shares of the Company’s Common Stock in exchange for and in satisfaction of existing amounts owed by the Company to such creditors (the “Unsecured Creditor Restructuring”). The terms of the Unsecured Creditor Restructuring as to each such creditor shall be identical to the terms set forth herein, and each such creditor (including the Creditor) shall receive a number of shares of Common Stock in exchange for and in satisfaction of the amounts owed by the Company to each such creditor at the same dollar-for-share ratio as is contemplated herein.

This Letter and Exhibit A attached hereto constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and no party shall be liable or bound to any other Party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. In the event that any one or more of the provisions of this Letter should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

This Letter may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or by any other electronic means (including DocuSign) complying with the U.S. federal ESIGN Act of 2000 and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

This Securities Purchase Agreement (“Agreement”) is made as of June 12, 2025, by and among Zapata Computing Holdings Inc., a Delaware corporation (the “Company”), and the persons and entities who sign this Agreement as purchasers of the Notes and Warrants (as defined below) (individually a “Purchaser” and collectively the “Purchasers”).

WHEREAS, the Company has authorized the sale and issuance of secured convertible promissory notes in substantially the form attached hereto as Exhibit A (each, a “Note,” and collectively, the “Notes”) and the sale of certain warrants substantially in the form attached hereto as Exhibit B (each, a “Warrant,” and collectively, the “Warrants”); and

WHEREAS, each Purchaser desires to purchase from the Company, severally and not jointly, and the Company desires to sell to each Purchaser, severally and not jointly, the Notes and Warrants on the terms and conditions set forth herein in the respective amounts set forth on the Schedule of Purchasers attached hereto.

NOW, THEREFORE, in consideration of the premises and the agreements herein contained, and intending to be bound hereby, the parties hereby agree as follows:

1.1 The Note. Subject to the terms of this Agreement, at the applicable Closing (as defined below) the Company shall sell and issue to each Purchaser, severally and not jointly, and each Purchaser shall purchase from the Company, severally and not jointly, a Note in the original principal amount set forth on such Purchaser’s signature page (each, a “Loan Amount”). The Notes shall be convertible into shares of the Company’s Common Stock (the “Note Shares”), par value $0.0001 per share (the “Common Stock”), as provided in the Notes.

1.2 The Warrant. Subject to the terms of this Agreement, at the applicable Closing the Company shall issue to each Purchaser, severally and not jointly, a Warrant exercisable for the number of shares of Common Stock (the “Warrant Shares” and together with the Notes, the Note Shares and the Warrants, the “Securities”) set forth on such Purchaser’s signature page.

2.1 Closing Date. Subject to the satisfaction and/or waiver of the conditions set forth herein, the closing of the sale and issuance of the Notes and the Warrants shall take place remotely via the exchange of documents and signatures, on the date hereof, or at such other time and place as the Company and the Purchasers mutually agree, orally or in writing (the “Initial Closing”). After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, additional Notes (the “Additional Notes”), and corresponding Warrants, with such Additional Notes to be issued in such additional closings (an “Additional Closing,” together with the Initial Closing, the “Closings” and each, a “Closing”), together with the Notes issued at the Initial Closing, totaling an aggregate amount of no more than $3.0 million, provided that each Additional Closing is consummated prior to 15 days after the Initial Closing. The Schedule of Purchasers to this Agreement shall be automatically updated to reflect the number of Additional Notes and Warrants purchased at each such Additional Closing and the parties purchasing such Additional Notes and Warrants.

2.2 Delivery. At the Closing (i) each Purchaser shall deliver to the Company the Purchaser’s signature page to this Agreement and the Warrant and a check or wire transfer of funds to the Company in the amount of the Loan Amount; and (ii) the Company shall issue and deliver to each Purchaser the Company’s signature page to this Agreement, as applicable, and a Note and Warrant reflecting the terms contained in the Schedule of Purchasers.

2.3 Condition to Closing. As a condition to the Initial Closing hereunder, the Company shall have received (i) (A) a pay-off letter from D-Wave Quantum Inc. (the “Current Lender”), or (B) other documentation reasonably acceptable to the Company from or relating to the Current Lender, for purposes of repaying the outstanding principal balance and accrued and unpaid interest of that certain Senior Secured Promissory Note issued to the Current Lender on or about February 8, 2024 (the “Prior Indebtedness”), in either case setting forth and confirming the payment amount that is necessary for purposes of repaying such Prior Indebtedness and satisfying in full the obligations of the Company relating thereto, (ii) a duly executed Intercreditor Agreement signed by the other secured lender(s) of the Company other than the Current Lender, and (iii) the Initial Closing shall result in proceeds to the Company at least equal to the payment amount needed to repay and satisfy in full the Prior Indebtedness held by and payable to the Current Lender, which repayment shall occur simultaneously with or immediately upon the Initial Closing.

3.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and will be in good standing under the laws of the State of Delaware upon the payment of certain franchise taxes that are due and payable. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

3.2 Corporate Power. The Company will have at each Closing all requisite corporate power to execute and deliver this Agreement, the Security Agreement (as defined below) attached hereto as Exhibit C and to issue the Notes and the Warrants (collectively, the “Loan Documents”) and to carry out and perform its obligations under the terms of this Agreement, the Security Agreement and under the terms of the Notes and the Warrants. The Company’s Board of Directors has approved the Loan Documents based upon a reasonable belief that the Loan Amount is appropriate for the Company after reasonable inquiry concerning the Company’s financing objectives and financial situation.

3.3 Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company’s obligations hereunder and thereunder, including the issuance and delivery of the Notes and Warrants and the reservation of the Note Shares and the Warrant Shares has been taken or will be taken prior to the issuance of such Note Shares and Warrant Shares. The Loan Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The Note Shares and Warrant Shares, when issued in compliance with the provisions of the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), this Agreement, the Notes and the Warrants, as applicable, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and, subject to the accuracy of the representations and warranties of the Purchasers in Section 4, issued in compliance with all applicable federal and securities laws.

3.4 Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Notes and Warrants shall have been obtained and will be effective at each Closing, except such as may be required under any state or federal securities laws.

3.5 Non-Contravention. The execution and delivery by the Company of the Loan Documents and the performance and consummation of the transactions contemplated hereby, including the conversion of the Notes into the Note Shares and the exercise of the Warrants for Warrant Shares, will not (i) violate the Certificate of Incorporation or the Company’s bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person (as defined below) to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage, indenture, agreement, instrument or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company, except for any liens created pursuant to the Security Agreement, or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties, except in the case of clauses (ii) and (iii) above, for such breaches, violations or conflicts as would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the business, properties, assets, liabilities, operations (including results thereof) or condition (financial or otherwise) of the Company.

4.1 Organization; Authority. Each Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Loan Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

4.2 Purchase for Own Account. Each Purchaser represents that it is acquiring the Securities solely for the Purchaser’s own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

4.3 Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth in Section 3, each Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Securities, (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser, and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.

4.4 Ability to Bear Economic Risk. Each Purchaser acknowledges that investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

4.5 Reliance on Exemptions. Each Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

4.6 Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Purchasers further agrees not to make any disposition of all or any portion of the Securities unless and until:

(a) There is then in effect a registration statement under the Securities Act, covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(b) The Purchasers shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Purchasers shall have furnished the Company with an opinion of counsel, satisfactory to the Company, that such disposition will not require registration under the Securities Act or any applicable state securities laws.

Notwithstanding the limitations set forth in the foregoing paragraph, a Purchaser may transfer Securities to its “affiliates” as defined under the Securities Act (“Affiliate”), without the necessity of registration or opinion of counsel if the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if such transferee were the Purchaser; provided, however, that the Purchaser hereby covenants not to effect such transfer if such transfer either would invalidate the securities laws exemptions pursuant to which the Securities were originally offered and sold or would itself require registration under the Securities Act or applicable state securities laws.

(a) Each Purchaser represents and warrants that is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act. A copy of Rule 501(a) is attached as Exhibit A-1.

(b) Each Purchaser represents and warrants that the Purchaser’s purchase price for the Securities hereunder is not being financed, in whole or in part, by any third party for the specific purpose of investing in securities of the Company.

4.8 Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered by each Purchaser and shall constitute valid and binding obligations of each Purchaser enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.

4.9 No Conflicts. The execution, delivery and performance by each Purchaser of this Agreement and the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Purchaser, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.

4.10 Further Assurances. Each Purchaser agrees and covenants that at any time and from time to time it will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Agreement and to comply with state or federal securities laws or other regulatory approvals.

5.1 Authorization. The Notes shall be secured under that certain Security Agreement (the “Security Agreement”) executed by the Company as of the date hereof in favor of ACQUIOM AGENCY SERVICES LLC, in its capacity as the collateral agent on behalf of all purchasers of the Notes. Each Purchaser hereby irrevocably approves, authorizes and ratifies the appointment of ACQUIOM AGENCY SERVICES LLC (the “Collateral Agent”) to act as the collateral agent on behalf of all purchasers, including, without limitation, the Purchaser, of the Notes. Each Purchaser hereby irrevocably authorizes the Collateral Agent to take such action and to exercise such powers hereunder as provided herein or as requested in writing by the Requisite Noteholders (as defined below) in accordance with the terms the Security Agreement, together with such powers as are reasonably incidental thereto. The Collateral Agent may execute any of its duties thereunder by or through agents or employees and shall be entitled to request and act in reliance upon the advice of counsel concerning all matters pertaining to its duties hereunder and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance therewith. The Requisite Noteholders may replace the Collateral Agent and any successor following the resignation, death or disability of the Collateral Agent. Without limiting the generality of the foregoing, each Purchaser, in its capacity as a Purchaser hereunder and as a secured party and holder of its Note, hereby appoints and authorizes the Collateral Agent to execute the Security Agreement and the Intercreditor Agreement for and on behalf of the Purchaser.

5.2 Limitation of Liability. Neither the Collateral Agent nor any of its directors, officers or employees shall be liable or responsible to any Purchaser or to the Company for any action taken or omitted to be taken by Collateral Agent or any other such person hereunder or under any related agreement, instrument or document, except in the case of gross negligence or willful misconduct on the part of the Collateral Agent, nor shall the Collateral Agent or any of its directors, officers or employees be liable or responsible for (a) the validity, effectiveness, sufficiency, enforceability or enforcement of the Notes, the Security Agreement or any instrument or document delivered thereunder or relating thereto; (b) the title of the Company to any of the Collateral or the freedom of any of the Collateral from any prior or other liens or security interests; (c) the determination, verification or enforcement of the Company’s compliance with any of the terms and conditions of this Security Agreement; (d) the failure by the Company to deliver any instrument or document required to be delivered pursuant to the terms hereof; or (e) the receipt, disbursement, waiver, extension or other handling of payments or proceeds made or received with respect to the collateral, the servicing of the collateral or the enforcement or the collection of any amounts owing with respect to the collateral.

5.3 Indemnification. In the case of the Security Agreement and the transactions contemplated hereby and any related document relating to any of the collateral, each Purchaser agrees to pay to the Collateral Agent, on demand, its pro rata share of all fees and all expenses incurred in connection with the operation and enforcement of the Security Agreement, the Notes or any related agreement to the extent that such fees or expenses have not been paid by the Company. In the case of the Security Agreement and each instrument and document relating to any of the collateral, each Purchaser and the Company hereby agree to hold the Collateral Agent harmless, and to indemnify the Collateral Agent from and against any and all loss, damage, expense or liability which may be incurred by the Collateral Agent under the Security Agreement and the transactions contemplated thereby and any related agreement or other instrument or document, as the case may be, unless such liability shall be caused by the willful misconduct or gross negligence of the Collateral Agent.

6. Universal Resale and Registration Provisions. In addition, the Company and each Purchaser agree to be bound by and comply with the provisions set forth on Exhibit D hereto. By executing this Agreement, each Purchaser acknowledges and agrees that it is a Holder and the shares of Common Stock it acquires or may in the future acquire in connection with this Agreement, the Notes and the Warrants and the transactions contemplated hereby and thereby are Restricted Shares for purposes of and as such terms are defined in Exhibit D.

7.1 Acknowledgment. Each Purchaser understands that the Securities have been issued (or will be issued in the case of the Note Shares and the Warrant Shares) pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

7.2 Removal of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 7.1 or any other legend (i) while a registration statement covering the resale of such Securities is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144, provided that a Purchaser furnishes the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144, which shall include an opinion of Purchaser’s counsel, (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 free of the current public information reporting requirement contained in Rule 144(c)(1), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Purchaser provides the Company with an opinion of counsel to such Purchaser, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable provisions of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than three business days following the delivery by a Purchaser to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Purchaser as may be reasonably required above in this Section 7.2 (such date, the “Legend Removal Date”), as directed by such Purchaser, either: (A) credit the applicable number of Note Shares and Warrant Shares, as applicable, to which such Purchaser shall be entitled to such Purchaser’s or its designee’s balance account with DTC through its DWAC system or (B), issue and deliver to such Purchaser, a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of such Purchaser or its designee.

8.1 Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement; provided that the Company and each Purchaser agrees that the Collateral Agent shall be an express third party beneficiary of Section 5 and Section 8.5 of this Agreement.

8.2 Governing Law and Venue. This Agreement shall be governed by and construed under the laws of the State of Delaware without giving effect to conflicts of laws principles. Each of the parties hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.

8.3 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.4 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex, electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company and to the Purchasers at the address(es) set forth on their respective signature pages hereto or at such other address(es) as the Company or the Purchasers may designate by 10 days advance written notice to the other parties hereto.

8.5 Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company and the holders of a majority of the aggregate principal amount outstanding under the Notes (the “Requisite Noteholders”), and with respect to any provision of Section 5, the Collateral Agent.

8.6 Finders Fees. The Company and each of the Purchasers will indemnify the other against all liabilities incurred by the indemnifying party with respect to claims related to investment banking or finders fees in connection with the transactions contemplated by this Agreement, arising out of arrangements between the party asserting such claims and the indemnifying party, and all costs and expenses (including reasonable fees of counsel) of investigating and defending such claims.

8.7 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to a Purchaser, upon any breach or default of the Company under this Agreement, the Warrant, the Security Agreement or the Note shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by a Purchaser of any breach or default under this Agreement, or any waiver by a Purchaser of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to a Purchaser, shall be cumulative and not alternative.

8.8 Entire Agreement. This Agreement and the exhibits attached hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

8.9 Counterparts. This Agreement may be executed by electronic signature and in counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com)) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes and in all respects.

In Witness Whereof, the parties have executed this Agreement as of the date first written above.

¹Number of Warrant Shares will be determined as 50% of loan amount divided by $0.04.

Re: Senior Secured Note Purchase Agreement, dated as of December 15, 2023, by and among Zapata Computing, Inc., a Delaware corporation, the Investors (as defined therein) party thereto, Acquiom Agency Services LLC, in its capacity as the Collateral Agent (as defined therein), and the other parties thereto (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Note Purchase Agreement”).

Reference is made to the Note Purchase Agreement pursuant to which Zapata Computing, Inc. (the “Company”) issued that certain Senior Secured Promissory Note dated as of March 27, 2024 in the initial principal amount of $1,000,000 (the “Note”), that was initially issued to __________ and subsequently assigned to _____________ (the “Investor”). The Note is the only outstanding promissory note under the Note Purchase Agreement. Capitalized terms used but not defined herein shall have the meaning given to them in the Note Purchase Agreement.

As previously discussed, Zapata Computing Holdings Inc., a Delaware corporation and the direct parent of the Company (“Holdings” and together with the Investor and the Company, the “Parties,” and each, a “Party”), intends to enter into a certain Securities Purchase Agreement which contemplates the sale and issuance by Holdings of certain promissory notes and warrants to the purchasers thereunder (the “Purchasers”) in an aggregate principal amount up to $3,000,000, and in connection therewith, enter into a certain Security Agreement (the “Security Agreement”) pursuant to which Holdings, the Company, and certain subsidiaries of the Company would grant security interests in favor of such Purchasers to the collateral agent thereunder (the “SPA Collateral Agent”), on behalf of the Purchasers, in all or substantially all of the assets of Holdings, the Company, and subsidiaries of the Company, which security interest shall rank pari passu in priority with the security interest in the assets of the Company and certain subsidiaries of the Company granted in connection with the Note Purchase Agreement as set forth in a certain First Lien Pari Passu Intercreditor Agreement (the “Intercreditor Agreement”) to be entered into between the Collateral Agent and the SPA Collateral Agent (collectively, the “Transaction”). This consent and waiver letter (this “Agreement”) is entered into by and among the Company, Holdings, and the Investor in connection with the foregoing.

In consideration for the transactions provided for under this Agreement, the Investor hereby (i) consents to the Transaction and the other transactions contemplated by the Securities Purchase Agreement, the Security Agreement, and the Intercreditor Agreement, (ii) waives any breach, default, notice, or right of termination, acceleration, recapture, conversion, or redemption that may arise under the Note Purchase Agreement, the Note, and the other agreements, documents, and instruments delivered in connection therewith (collectively, the “Agreements”) to which the Investor is a party as a result of the Transaction, (iii) acknowledge and agree that the Agreements to which the Investor is a party are in full force and effect, and will continue in full force and effect following the Transaction without any change in terms except as expressly set forth herein and in the Intercreditor Agreement, (iv) acknowledges and agrees that from the date hereof, the Investor shall have no further rights, on a go-forward basis or as may have previously accrued thereunder, pursuant to the Confirmation of an OTC Equity Prepaid Forward Transaction, dated as of March 25, 2024, among Andretti Acquisition Corp., the Company and the Investor, acting on behalf of certain funds (the “Forward Agreement”), and (v) acknowledges and agrees that in consideration of this Agreement and the transactions contemplated hereby, any default or Event of Default currently in effect under the Note is hereby cured, and the Investor hereby waives any such default or Event of Default and all remedies and penalties provided for under the Note with respect thereto which shall be of no further force or effect pursuant hereto. For the avoidance of doubt, nothing in this Agreement, including the consents, waivers, or releases set forth herein, shall amend, modify, or otherwise affect the outstanding principal balance or maturity date of the Note. The Note shall remain outstanding in the principal amount of $1,000,000 and shall continue to mature on December 15, 2026, in accordance with its terms. In addition, the Investor, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the Company, Holdings and each of their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors, and permitted assigns (collectively, “Releasees”) of and from any and all obligations, responsibilities or claims under the Forward Agreement, and the Releasors release and agree to extinguish any rights they have ever had, now have, or hereafter can, shall, or may have under the Forward Agreement. Notwithstanding the foregoing, the Company acknowledges an existing unsecured claim of $2,435,875 due to the Investor related to the Forward Agreement.

As consideration for the waivers, consents, acknowledgments and agreements provided by the Investor in the preceding paragraph, simultaneously with or promptly following the initial closing of the Transaction contemplated by the Securities Purchase Agreement and the repayment in full of all outstanding obligations of the Company under the other Senior Secured Promissory Note which was issued under the Note Purchase Agreement, Holdings shall issue to the Investor 34,000,000 shares (the “Shares”) of its Common Stock, par value $0.0001 per share. The Shares shall be issued to the Investor or such designee(s) as the Investor may indicate in writing to Holdings.

In addition, each of the Investor and Holdings agree to be bound by and comply with the provisions set forth on Exhibit A hereto. By executing this Agreement, the Investor acknowledges and agrees that it is a Holder and the Shares it acquires pursuant to this Agreement and the transactions contemplated hereby are Restricted Shares for purposes of and as such terms are defined in Exhibit A.

Each Party acknowledges the confidential nature of the terms and conditions of this letter (collectively, the “Confidential Information”) and agrees that it shall not (a) disclose any of such Confidential Information to any person or entity, except to such Party’s affiliates, employees, advisors, and other representatives who need to know the Confidential Information to assist such Party, or act on its behalf, to exercise its rights or perform its obligations under this letter, or (b) use the Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this letter. Each Party shall be responsible for any breach of this paragraph caused by any of its affiliates, employees, advisors, or other representatives.

This letter, including the consents and waivers set forth herein, will be effective immediately upon the execution and delivery of this letter to the Company by the Required Holders.

This letter may be executed in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Additionally, signatures submitted by email or other electronic transmission (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., DocuSign) shall be deemed to be original signatures.

This Exhibit shall be considered a part of the Agreement and capitalized terms that are not defined in this Exhibit shall have the meanings prescribed to them in the Agreement.

For purposes of this Agreement, “Holders” means all holders of Common Stock issued or issuable in connection with the Company's restructuring transactions in 2025 (the “Restructuring”) consisting of: (i) Common Stock issued to creditors or lenders (including the each Creditor and Purchaser) in exchange for the cancellation, amendment, waiver, or consent relating to outstanding debt or claims; (ii) Common Stock issuable pursuant to conversion and exercise of convertible notes and warrants issued to purchasers thereof pursuant to the Company’s 2025 Securities Purchase Agreement entered into in connection with the Restructuring; and (iii) Common Stock issued to directors, officers, employees and consultants of the Company in connection with the Restructuring or any related retention, incentive, or compensation arrangements. The term “Restricted Shares” means only those shares of Common Stock issued or issuable to Holders in connection with the foregoing transactions in the Restructuring.

Each Holder covenants and agrees that, except as expressly permitted herein, such Holder will not, without the Company’s prior written consent, sell, transfer, pledge, or otherwise dispose of any Restricted Shares during the period (the “Lock-Up Period”) beginning on the date of the Agreement and ending twelve (12) months following the date on which the Resale Registration Statement or the Piggyback Registration Statement, as applicable (as such terms are defined below), is declared effective by the Securities and Exchange Commission (the “SEC”). Provided, however, up to ten percent (10%) of each Holder’s Restricted Shares may be sold or transferred during the first ninety (90) days following such effective date, and up to twenty-five percent (25%) of such Holder’s Restricted Shares may be sold or transferred in each subsequent ninety (90) day period thereafter for the remainder of the Lock-Up Period; and provided further that, notwithstanding the foregoing, during each of the third and fourth ninety (90) day periods referred to above, each Holder may sell or transfer up to an additional ten percent (10%) of its Restricted Shares, but only to the extent such amount represents Restricted Shares that were eligible for sale or transfer in prior periods but were not in fact sold or transferred by such Holder.

Notwithstanding anything herein to the contrary, if either (A) by the Subsequent Offering Due Date (as defined below), the Company has not closed an offering of securities resulting in gross proceeds of at least $5 million, or (B) the Company has closed an offering of securities resulting in gross proceeds of at least $5 million by the Subsequent Offering Due Date but by the date which is sixty (60) days following the Subsequent Offering Due Date neither a Resale Registration Statement nor a Piggyback Registration Statement has been filed, then the Lock-Up Period shall end and the provisions hereunder relating thereto shall cease to apply to the Holders’ Restricted Shares effective on such date.

In addition to and not in lieu of the foregoing restrictions, during the Lock-Up Period, the aggregate amount of Restricted Shares sold by all Holders on any trading day shall not exceed ten percent (10%) of the average daily trading volume of the Common Stock for the ten (10) trading days immediately preceding such trading day, as reported by Bloomberg or another reliable source (the “Volume Limit”). In the furtherance of the Volume Limit, each Holder proposing to sell or transfer Restricted Shares must make a written request therefor to the Company and the broker-dealer referred to in the paragraph which follows no later than 4:00 pm Eastern Time on the trading day immediately preceding the trading day of such proposed sale or transfer (the “Transfer Deadline”). Subject to the other terms and conditions set forth herein, in the event that multiple Holders propose to sell or transfer Restricted Shares on a trading day and the Volume Limit is less than the total number of Restricted Shares proposed to be sold or transferred on such trading day by all the Holders, each Holder may only transfer or sell on such trading day a number of Restricted Shares equal to such Holder’s Pro Rata Percentage of the Volume Limit. For purposes of the Volume Limit, each Holder’s “Pro Rata Percentage” on a given trading day shall be determined by dividing (A) such Holder’s Restricted Shares proposed to be transferred or sold on such trading day in accordance herewith, by (B) all Restricted Shares proposed to be transferred or sold on such trading day.

In the furtherance of the foregoing, any sales or transfers of Restricted Shares during the Lock-Up Period shall be coordinated and executed exclusively through a single nationally recognized broker-dealer selected by the Company. The Company shall select and procure the services of such broker-dealer for purposes hereof within 30 days following the initial issuances of Restricted Shares. Such broker-dealer shall determine, allocate and apply the Volume Limit pro rata among all Holders proposing to sell or transfer their Restricted Shares on such trading day, based on each such Holder’s respective Pro Rata Percentage of the Volume Limit on such trading day in accordance with the preceding paragraph. For any given trading day, the broker-dealer will only process requests for sales or transfers which were properly provided as of the Transfer Deadline applicable to such trading day (as set forth in the preceding paragraph).

During the Lock-Up Period, Holders also agree not to engage in or enter into short sales, hedging transactions, or other arrangements designed to transfer or limit their economic risk with respect to the Restricted Shares, except as approved in writing by the Company. Transfers during the Lock-Up Period shall be permitted without the Company’s consent with respect to any of the following as to the applicable Holder: (i) if the Holder is a corporation, partnership, limited liability company, trust or other business entity, to one or more affiliates (as defined in the rules and regulations promulgated under the Securities Act) of the Holder, (ii) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Holder, or (iii) to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the Holder. Any transferee receiving Restricted Shares pursuant to the preceding sentence shall agree in writing, as a condition to such transfer, to be bound by the lock-up restrictions set forth herein as if such transferee were an original Holder.

The Company represents and warrants that, as a condition to the issuance of any Restricted Shares, all Holders have agreed or will have agreed to lock-up restrictions that are substantially identical to those set forth herein. The Company shall not waive or modify such restrictions for any Holder unless it waives or modifies them for all Holders, and the Company shall promptly notify all Holders of any such waiver or modification.

If by the Subsequent Offering Due Date (as defined below), the Company closes an offering of securities resulting in gross proceeds of at least $5 million and providing for registration rights to the investors therein, the Holders shall have “piggy back” registration rights for their resale of Restricted Shares to be registered on any subsequent registration statement filed with the SEC for or on behalf of third parties, subject to the Securities Act and the rules, regulations, guidance and interpretation of the SEC thereunder. If such other registration statement is not filed within 60 days of the closing of such offering, if such other registration statement in connection therewith covers less than all Restricted Shares, or if such an offering shall not have closed by the Subsequent Offering Due Date, then the Company shall register with the SEC the resale of the applicable Restricted Shares in accordance with the provisions set forth below under “General Registration Rights” as to each Holder. Such other registration statement which covers the resale of all Restricted Shares held by or issuable to all Holders is referred to herein as the “Piggyback Registration Statement.”

The Company shall use commercially reasonable efforts to prepare and make the requisite filings under the Securities Exchange Act of 1934 (the “Exchange Act”), and prepare the requisite audited and unaudited financial statements, as applicable, to become eligible to file a Resale Registration Statement (as defined below) as soon as reasonably practicable (the date on which such filings have been made and such financial statements have been prepared, the “Eligibility Date”). For purposes hereof, the “Subsequent Offering Due Date” shall mean 120 days after the Eligibility Date.

(i)file a registration statement with the SEC as soon as practicable but in no event later than 60 days after the Subsequent Offering Due Date, to register all of the Restricted Shares (the “Registrable Shares”) on Form S-1 under the Securities Act (providing for shelf registration of such Registrable Shares under SEC Rule 415) (each such registration statement, including any preliminary prospectus, final prospectus, exhibit or amendment included in or relating to such registration statement being the “Resale Registration Statement”);

(ii) use its commercially reasonable efforts to make the requisite filings under the Exchange Act, and/or prepare the requisite audited and unaudited financial statements, as applicable, to be eligible to file a Resale Registration Statement;

(iii)use its commercially reasonable efforts to cause such Resale Registration Statement to be declared effective as soon as practicable and in any event within 90 days of the filing thereof, or within 30 days of the filing thereof if the SEC provides the Company with notice that it will not be reviewing the Resale Registration Statement;

(iv)not less than two calendar days prior to the filing of such Resale Registration Statement or any related prospectus or any amendment or supplement thereto, furnish via email to the Holder copies of all such documents proposed to be filed, which documents (other than any document that is incorporated or deemed to be incorporated by reference therein) will be subject to the reasonable review of the Holder. The Company shall reflect in each such document when so filed with the SEC such comments regarding the Holder and the plan of distribution as the Holder may reasonably and promptly propose no later than two calendar days after the Holder has been so furnished with copies of such documents as aforesaid;

(v)promptly prepare and file with the SEC such amendments and supplements to each such Resale Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Resale Registration Statement continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 1.3 below, subject to the Company’s right to suspend pursuant to Section 1.2 below;

(vi)furnish to the Holder such number of copies of prospectuses in conformity with the requirements of the Securities Act and such other documents as the Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Holder;

(vii)file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Holder and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of each such Resale Registration Statement; provided, however, that the Company shall not be required in connection with this Section 1.1(vi) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. Nothing herein shall require the Company to register or qualify the sale of securities in any state which applies “merit” review;

(viii)upon notification by the SEC that a Resale Registration Statement will not be reviewed or is not subject to further review by the SEC, the Company shall within five business days following the date of such notification request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two business later);

(ix)advise the Holder promptly (and in any event within three business days thereof):

(A)of the effectiveness of a Resale Registration Statement or any post-effective amendments thereto;

(B)of any request by the SEC for amendments to a Resale Registration Statement or amendments to the prospectus or for additional information relating thereto;

(C)of the issuance by the SEC of any stop order suspending the effectiveness of a Resale Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and

(D)of the existence of any fact and the happening of any event that makes any statement of a material fact made in a Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in a Resale Registration Statement or the prospectus in order to make the statements therein not misleading;

(x)cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and

(xi)bear all expenses in connection with the procedures in paragraphs (i) through (xi) of this Section 1.1 and the registration of the Registrable Shares on each such Resale Registration Statement and the satisfaction of the blue sky laws of such states.

1.2 Suspension of Registration Rights. The Holder acknowledges that there may be times when the Company must suspend the use of the prospectus forming a part of a Resale Registration Statement until such time as an amendment to such Resale Registration Statement has been filed by the Company and declared effective by the SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. The Holder hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which the Company gives the Holder notice of the suspension of the use of said prospectus and ending at the time the Company gives the Holder notice that the Holder may thereafter effect sales pursuant to said prospectus; provided, that such suspension periods (“Allowable Grace Periods”) shall in no event exceed 30 days in any 12 month period and that, in the good faith judgment of the Company’s Board of Directors, the Company would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations (including results thereof) or condition (financial or otherwise) of the Company.

1.3 Termination of Registration Rights. The obligations of the Company pursuant to this Exhibit shall cease and terminate (and the Company shall not be required to maintain the effectiveness of any, or file another, registration statement hereunder with respect thereto) for so long as (a) a registration statement with respect to the sale of such Registrable Shares is declared effective by the SEC under the Securities Act and such Registrable Shares have been disposed of by the Holder in accordance with such effective registration statement or (b) such Registrable Shares have been previously sold in accordance with Rule 144 (or any successor provision).

For purposes of all registration rights set forth herein, the Resale Registration Statement or Piggyback Registration Statement, as applicable, shall contain substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholders” section attached hereto as Annex B. The Company’s registration obligations hereunder with respect to any Holder shall in all cases be subject to the applicable Holder providing in writing to the Company all information and documents reasonably requested by the Company and its counsel in a reasonable amount of time in advance of the filing of such Resale Registration Statement or Piggyback Registration Statement, as applicable (including any amendment thereto) and as necessary for purposes of preparing such Resale Registration Statement or Piggyback Registration Statement, including without limitation a selling shareholder questionnaire in form and substance reasonably acceptable to the Company.

The Company shall indemnify and hold harmless each Holder, and the officers, directors, members, partners, employees, agents and affiliates of each Holder, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue statement of a material fact contained in a registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations hereunder, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Shares which was reviewed and expressly approved in writing by such Holder for use in a registration statement, such prospectus or in any amendment or supplement thereto, or the use by such Holder of an outdated, defective or otherwise unavailable prospectus after the Company has notified such Holder in writing that the prospectus is outdated, defective or otherwise unavailable for use by such Holder. The Company shall notify the Holders promptly of the institution, threat or assertion of any action or proceeding arising from or in connection with the transactions contemplated hereby of which the Company is aware.

If any action or proceeding shall be brought or asserted against any person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant hereto, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such action or proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such action or proceeding, or (3) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending action or proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such action or proceeding.

Subject to the terms hereof, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such action or proceeding in a manner not inconsistent herewith) shall be paid to the Indemnified Party, as incurred, within 10 trading days of written notice thereof.

If the indemnification hereunder is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth herein, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any action or proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for herein was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Shares be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to hereto and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Shares giving rise to such contribution obligation.

This Security Agreement (this “Agreement”), dated as of June 12, 2025, is by and among ZAPATA COMPUTING HOLDINGS INC., a Delaware corporation (“Debtor”), each of the subsidiaries of the Debtor party hereto, and ACQUIOM AGENCY SERVICES LLC in its capacity as Collateral Agent for the Purchasers under (with each such term as defined in) the Securities Purchase Agreement referenced below (“Secured Party”).

WHEREAS, Debtor and Secured Party are parties to that certain Securities Purchase Agreement, dated as of the date hereof (as amended, restated, waived, supplemented and/or modified, from time to time, the “Securities Purchase Agreement”), among Debtor, certain Purchasers (as defined therein), and Secured Party;

WHEREAS, pursuant to the Securities Purchase Agreement, Debtor has sold and issued the Notes (as defined therein) on the date hereof to the Purchasers in an aggregate principal amount up to $3.0 million; and

WHEREAS, under the terms of the Securities Purchase Agreement, Secured Party and the Purchasers require that Debtor and the Guarantors (as defined herein) enter into this Agreement to secure the obligations of Debtor under the Notes and the other Obligations (as defined herein);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Debtor, the Guarantors, and Secured Party hereby agree as follows:

(a) Certain Definitions. In addition to the words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof otherwise clearly requires:

(i) “Collateral” means and includes all right, title and interest of each Grantor in and to all of the following property and assets of the Grantor, in each case whether now existing or hereafter arising or created and whether now owned or hereafter acquired and wherever located (and, to the extent that any term below is not otherwise defined herein and is defined in the UCC, such term shall have the meaning given to it in the UCC):

Notwithstanding the foregoing, “Collateral” shall not include the following (the following, collectively, the “Excluded Property”):

(ii) “Event of Default” means any default or breach of the terms, conditions or covenants of this Agreement (after giving effect to any applicable grace or cure period) or any Event of Default as defined in the Notes.

(iv) “Guarantor” means each direct or indirect subsidiary of the Debtor organized in a state of the United States other than Zapata Computing Security Corporation, a Massachusetts corporation (“Security Corp”), and any parent that agrees in writing to be a Guarantor hereunder.

(v) “Intercreditor Agreement” means that certain Pari Passu Intercreditor Agreement dated as of the date hereof by and among Secured Party, as the Initial Additional First Lien Agent (as defined therein), Acquiom Agency Services LLC, as the Initial First Lien Agent (as defined therein), and the other parties thereto, as amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms.

(vi) “Lien” means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, security interest, lien (whether statutory or otherwise), charge, encumbrance or other security agreement or similar preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing.

(vii) “Loan Documents” has the meaning set forth in the Securities Purchase Agreement.

(viii) “Note Purchase Agreement” means that certain Senior Secured Note Purchase Agreement, dated as of December 15, 2023, by and among Zapata Computing, Inc., a Delaware corporation, the Investors (as defined therein) party thereto, Acquiom Agency Services LLC, in its capacity as the Collateral Agent (as defined therein), and the other parties thereto, as amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement.

(ix) “Obligations” means all loans, advances, debts, liabilities and obligations, howsoever arising, owed by Debtor and the other Grantors to Purchasers or the Collateral Agent of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of the Securities Purchase Agreement, the Notes, and the other Loan Documents, including all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by Debtor and the other Grantors thereunder, in each case whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

(x) “Permitted Lien” means any and all of the following: (i) Liens on the Collateral in favor of the Collateral Agent or the Purchasers pursuant to any of the Loan Documents (or any related instrument or document); (ii) Liens incurred in the ordinary course of business that do not secure indebtedness for borrowed money; (iii) Liens existing as of the date hereof and listed on Annex A hereof; and (iv) involuntary Liens arising by operation of law that do not affect the business or operations of the Company in any material respect.

(xi) “Requisite Noteholders” has the meaning set forth in the Securities Purchase Agreement.

(xii) “UCC” means the Uniform Commercial Code as enacted and in effect in the State of Delaware; provided, however, that with respect to the perfection of Secured Party’s Lien on the Collateral and the effect of perfection or nonperfection thereof, the term “UCC” means, as appropriate in the context, the Uniform Commercial Code as in effect in any jurisdiction the laws of which are made applicable by section 9-301 of the Uniform Commercial Code as in effect in the State of Delaware.

(b) Other Definitions. Terms used but not otherwise defined herein shall have the meanings given to such terms in the Securities Purchase Agreement or the Notes, as appropriate in the context.

(c) Construction. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the singular the plural and the part the whole, and “or” has the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The section and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation hereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified.

(a) To secure the prompt payment and performance of the Obligations in accordance with the terms thereof and of the Loan Documents, each Grantor hereby grants to Secured Party, for its benefit and for the ratable benefit of the Purchasers and holders of any Obligations, a continuing security interest, under the UCC and all other applicable law, in and to and Lien on all of its Collateral, whether now owned or existing or hereafter created, acquired or arising and wheresoever located. Each Grantor shall mark its books and records as may be necessary or appropriate to evidence Secured Party’s security interest. Each Grantor hereby authorizes Secured Party to file or cause to be filed one or more financing statements (including any “all assets” filing), amendments to financing statements, intellectual property security filings or other relevant filings with any filing office for the purpose of evidencing, perfecting or continuing perfection of Secured Party’s Lien on the Collateral of Grantor as provided herein.

(b) Subject to the last sentence of this Section 2(b) and Section 6, each Grantor shall take all action that may be necessary or desirable, or that Secured Party may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Secured Party’s security interest in and Lien on the Collateral or to enable Secured Party to protect, exercise or enforce its rights hereunder and in the Collateral. Each Grantor hereby authorizes Secured Party to file, and ratifies any such filings made prior to the date hereof, against such Grantor by Secured Party, one or more financing, continuation or amendment statements (including an “all assets” filing) pursuant to the UCC in form and substance reasonably satisfactory to the Requisite Noteholders. Notwithstanding the foregoing or anything to the contrary herein or in any other Loan Document, no Grantor shall be required to take any action with respect to the creation, perfection or recordation (or any similar action) of any Lien of Secured Party or any other Purchaser on any Collateral in or under the law of any jurisdiction other than the United States or any relevant state thereof.

Section 3.Principles Applicable to the Collateral. The parties agree that, at all times during the term of this Agreement, the following provisions shall be applicable to the Collateral:

(a) Without limiting any relevant rights of Secured Party under Section 7 hereof, each Grantor will permit Secured Party to inspect the Collateral and such Grantor’s books and records pertaining thereto at any reasonable time on reasonable prior notice during normal business hours, provided, however, that (1) if requested, Secured Party shall accept all information thereby provided under a written agreement of confidentiality reasonably satisfactory to such Grantor and Secured Party; provided that the terms of such agreement of confidentiality shall not prohibit Secured Party from sharing any information with the Purchasers, (2) in the reasonable opinion of outside counsel, such disclosure would not (i) violate any duty such Grantor owes to any third party under a written confidentiality agreement or (ii) result in the loss of any attorney-client privilege, and (3) so long as no Event of Default has occurred and is continuing, Debtor shall only be responsible for the costs and expenses of one inspection during each calendar year.

(b) Each Grantor shall maintain and keep (i) its principal place of business and its chief executive office, and (ii) its records concerning the Collateral of such Grantor at the address of such Grantor set forth on the signature pages of this Agreement and at no other location, in each case unless thirty (30) days’ prior written notice has been given to Secured Party.

(c) Notwithstanding the security interest in the Collateral granted to and created in favor of Secured Party under this Agreement, each Grantor shall have the right, until such time as Secured Party shall have notified Grantor that it has revoked such right upon the occurrence and during the continuation of an Event of Default, to collect any and all Accounts at its own cost and expense.

(d) Secured Party (acting at the direction of Requisite Noteholders) shall have the right when an Event of Default has occurred and is continuing (i) to revoke the right of any Grantor granted under Section 3(c) by written notice to Debtor to such effect, (ii) to take over and direct collection of any and all Accounts of such Grantor, (iii) to give notice of Secured Party’s security interest in such Accounts to any or all persons obligated to such Grantor thereon, and (iv) to direct such persons to make payment of such Accounts directly to Secured Party.

(e) Unless and until an Event of Default shall occur and be continuing and Secured Party shall have delivered a notice contemplated by Section 3(f) below, each Grantor shall be entitled to vote, consent to and take any other action with respect to the Pledged Securities in any manner not inconsistent with the terms of any Loan Document, and Secured Party will, if so requested, execute appropriate revocable proxies therefor.

(f) If an Event of Default shall have occurred and be continuing, if and to the extent that Secured Party (acting at the direction of Requisite Noteholders) shall so notify any Grantor in writing, only Secured Party shall be entitled to vote or consent to or take any other action with respect to the Pledged Securities (and such Grantor will, if so requested, execute appropriate proxies therefor).

Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, to Secured Party, for the ratable benefit of the Purchasers, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, or amended and modified, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal, or amendment or modification, of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Debtor or any other Grantor of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether at the stated maturity, by acceleration or otherwise) and not of collection, and waives any right to require that any resort be had by the Secured Party or any other Purchaser to any security held for the payment of the Obligations or to any balance of any deposit account or credit on the books of the Secured Party or any Purchaser in favor of the Debtor or any other person. Each Guarantor agrees that its guarantee hereunder is continuing in nature and applies to all of its Obligations, whether currently existing or hereafter incurred.

Section 5.Representations and Warranties. Each Grantor hereby represents and warrants to Secured Party, that:

(a) Such Grantor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and it has the corporate or other organizational power and authority and the legal right to conduct the business in which it is currently engaged. Such Grantor’s exact legal name is (and for the prior five years or, if shorter, since the date of incorporation has been, unless otherwise noted), organization identification number is, and state of organization is (and for the prior five years or, if shorter, since the date of incorporation has been, unless otherwise noted) as set forth on Schedule A hereto.

(b) Such Grantor has the power and authority and the legal right to enter into, execute and deliver, and to perform its obligations under, this Agreement, and it has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement.

(c) This Agreement constitutes a legal, valid and binding obligation of such Grantor enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting the enforcement of creditors’ rights generally and general equitable principles.

(d) The execution, delivery and performance by each Grantor of this Agreement will not violate (i) any applicable law or regulation or order of any governmental authority, (ii) the charter, by-laws or other organizational documents of such Grantor, or (iii) any material agreement, instrument or document binding on such Grantor or its assets.

(e) Such Grantor is the legal and beneficial owner of its Collateral free and clear of all Liens other than Permitted Liens.

(f) This Agreement creates a valid first-priority security interest in favor of Secured Party in the Collateral of Grantor (subject only to Permitted Liens) and, when a financing statement naming such Grantor as “Debtor” is filed under the UCC, shall constitute a valid, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

(g) Grantor has no commercial tort claims as of the date hereof other than those listed on Schedule B.

(h) Schedule C correctly sets forth, as of the date hereof, (i) with respect to equity interests owned by each Grantor, the percentage of the issued and outstanding units of each class of the equity interests of the issuer thereof and (ii) all debt obligations and promissory notes or instruments evidencing indebtedness, in each case under this clause (ii) in an aggregate principal amount in excess of $100,000.

(i) Schedule D correctly sets forth as of the date hereof, all deposit and security accounts of each Grantor identifying the account name and number, purpose of the account and the depository institution or securities intermediary.

Section 6.Certain Covenants. Until payment in full of the Obligations (other than any inchoate indemnity or similar obligations), each Grantor agrees that:

(a) Subject to (and except as otherwise provided in) this Section and the other provisions hereof, each Grantor will, at its own cost and expense, cause Secured Party’s security interest in the Collateral to be perfected and continue to be perfected, and for such purpose Grantor will from time to time, promptly following the request of Secured Party execute and file or record, or cause to be filed or recorded, such instruments, documents and notices, including, without limitation, financing statements, continuation statements and intellectual property security interest filings, as Secured Party (acting at the direction of Requisite Noteholders) may deem necessary or advisable in order to perfect and continue the perfection of said security interest. Secured Party is hereby appointed attorney-in-fact for each Grantor to do all acts and things which the Requisite Noteholders may deem necessary or advisable to preserve, perfect and continue the perfection of the Secured Party’s security interest in such Collateral, including, without limitation, the signing of financing and other similar statements. Each Grantor will promptly deliver to Secured Party all such information and documents relating to the Collateral as Secured Party may reasonably request for the performance of this Agreement.

(b) Risk of loss of, damage to or destruction of such Collateral is on the Grantors. Grantors will insure such Collateral against such risks and casualties and in such amounts and with such insurers as are within custom for similar businesses and companies.

(c) Each Grantor assumes full responsibility for taking any and all necessary steps to preserve its rights in the Accounts of the Grantors against account debtors.

(d) Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of such of the Collateral of Grantors if such Collateral is accorded treatment substantially equal to that which Secured Party accords its own property, it being understood that Secured Party shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral.

(e) Debtor will promptly notify Secured Party in writing of the initiation of any commercial tort claim before any governmental authority by or in favor of any Grantor and will execute and deliver such statements, documents and notices and do and cause to be done all such things as Secured Party (acting at the direction of Requisite Noteholders) may reasonably deem necessary, appropriate or convenient, or as are required by law, to create, perfect and maintain Secured Party’s security interest in any commercial tort claim.

(f) After the Note Purchase Agreement is terminated in accordance with its terms, upon the request of the Secured Party (acting at the direction of Requisite Noteholders), each Grantor shall, within 90 days following the date of such request (or such other longer period as the Secured Party (acting at the direction of Requisite Noteholders) may reasonably approve), cause the financial institution(s) at which its deposit accounts or securities accounts (other than any Excluded Accounts) are held as of the date hereof to enter into deposit account and/or securities account control agreement(s) with Secured Party in form and substance reasonably satisfactory to Secured Party (acting at the direction of Requisite Noteholders). As used herein, “Excluded Accounts” means (1) any account that has an average monthly balance of less than $50,000 (so long as the average monthly balance in all such excluded accounts does not exceed $100,000), (2) any payroll or other employee benefit account or similar account, and (3) any trust or similar account for the benefit of a third party.

(g) Subject to the Intercreditor Agreement, upon the request of the Security Agent (acting at the direction of Requisite Noteholders), each Grantor (i) shall deliver to Security Agent all physical security certificates (if any), promissory notes, instruments and similar Collateral (x) listed on Schedule C to this Agreement, accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Secured Party (acting at the direction of Requisite Noteholders) and by such other instruments and documents as Secured Party (acting at the direction of Requisite Noteholders) may reasonably request, and (y) as Secured Party (acting at the direction of Requisite Noteholders) may reasonably deem necessary or advisable from time to time in order to perfect its security interest hereunder therein, (ii) use commercially reasonable efforts to obtain (A) a customary written acknowledgment, in form and substance reasonably satisfactory to Secured Party (acting at the direction of Requisite Noteholders), from any warehouseman or similar bailee having possession of any material inventory or other material tangible Collateral that such bailee holds such Collateral for the benefit of Secured Party, and/or (B) a customary agreement, in form and substance reasonably satisfactory to the Secured Party (acting at the direction of Requisite Noteholders), with the landlord with respect to any leased headquarters or other similar principal business location leased by Grantor providing for access by Secured Party to Grantor’s personal property located on such landlord’s premises and subordinating any landlord’s Lien in such property to Secured Party’s Lien created by this Agreement, and (iii) subject to Section 6(f) hereof, take such actions as Secured Party (acting at the direction of Requisite Noteholders) reasonably requests to provide Secured Party with control, as provided in the UCC, with respect to any deposit accounts, securities accounts, letter of credit rights or electronic chattel paper, with any agreement establishing such control to be in form and substance reasonably satisfactory to Secured Party (acting at the direction of Requisite Noteholders).

(h) Each Grantor shall maintain and keep (i) its principal place of business and its chief executive office, and (ii) its principal records concerning the Collateral of such Grantor at the address of Grantor set forth on the signature page hereof and at no other location, in each case, without providing 30 days prior written notice to Secured Party.

(a) Subject to the Intercreditor Agreement, if one or more Events of Default shall occur and be continuing, then, and in any such event, Secured Party (with the consent and at the direction of the Requisite Noteholders) may forthwith proceed to exercise, on behalf of the Purchasers, any one or more of the rights and remedies afforded a secured party by the UCC and such other rights and remedies which it may have at law or in equity, consistent with this Agreement, all of which rights and remedies shall, to the fullest extent permitted by law, be cumulative. For the avoidance of doubt, only the Secured Party (with the consent and at the direction of the Requisite Noteholders), not any Purchaser acting individually on its own behalf, may exercise any such rights and remedies. Without limiting the foregoing, Secured Party shall have the following rights, exercisable on behalf of the Purchasers after ten (10) days’ prior written notice (or such longer period, if any, required by applicable law) to Debtor and without prior judicial hearing or legal proceedings, all of which each Grantor hereby expressly waives:

(i) to enter any premises where Collateral is located and to take possession and control of the same;

(ii) to enforce collection, at Grantors’ expense and either in the name of Secured Party or the name of any Grantor, of any or all of the Accounts by suit or otherwise, to surrender, release or exchange all or any part thereof, or to compromise or extend or renew (whether or not longer than the original period) any indebtedness thereunder;

(iii) to sell all or any portion of the Collateral at public or private sale at such place or places and at such time or times and in such manner and upon such terms, whether for cash or credit, as Secured Party in its sole discretion may determine; and

(iv) to endorse in the name of any Grantor any instrument, howsoever received by Secured Party, representing proceeds of any of the Collateral.

Subject to the Intercreditor Agreement, Secured Party shall apply the proceeds of any sale or other disposition of any realization of the Collateral after default first to the payment of the reasonable costs and expenses incurred by Secured Party in connection with such sale or other disposition or realization, including reasonable attorneys’ fees and legal expenses, second to the repayment of the Obligations to Secured Party and the Purchasers in accordance with this Agreement, the Notes and the Securities Purchase Agreement, whether on account of principal or interest or otherwise, pro rata, based on the then unpaid principal and accrued but unpaid interest on the Notes held by each Purchaser, and then to the payment of the balance, if any, to Debtor or as otherwise required by law. If the proceeds of any such sale or other disposition of the Collateral are insufficient to pay the Obligations and Secured Party’s costs hereunder or under any Loan Document, Grantors shall be liable for any deficiency in accordance with the terms of the Loan Documents.

(b) Upon the occurrence and during the continuation of any Event of Default, Grantors shall promptly upon demand by Secured Party (acting at the direction of Requisite Noteholders) assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which shall be reasonably convenient to both parties. The right of Secured Party under this Section to have the Collateral assembled and made available to it is the essence of this Agreement and Secured Party may, at its election, enforce such right by a bill in equity for specific performance.

Section 8.Termination. Upon payment in full in cash of the Obligations (other than inchoate indemnity or similar obligations), this Agreement and all rights and obligations of the parties hereunder, and all Liens in favor of Secured Party or any Purchaser hereunder or any of the other Loan Documents, shall automatically terminate and be of no further force or effect, and Secured Party and the Purchasers shall, at Debtor’s expense, upon the written request of Debtor, execute and deliver to Debtor and file such instruments or documents acknowledging the release and termination of the security interests created by this Agreement as Debtor shall reasonably request from time to time and shall authorize Debtor to file the appropriate termination statements and other formation documents evidencing the same, and shall duly assign and deliver to Debtor such of the Collateral as may be in the possession of Secured Party or any Purchaser. Until such time, however, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 9.Subrogation and Marshaling. Each Grantor hereby waives, surrenders and agrees not to claim or enforce, so long as the Obligations or any portion thereof (other than inchoate indemnity or similar obligations) remains outstanding, (a) any right to be subrogated in whole or in part to any right or claim of the holder of any part of the Obligations and (b) any right to require marshaling of any assets of any Grantor, which right of subrogation or marshaling might otherwise arise from any payment to the holder of any part of the Obligations arising out of the enforcement of the Liens granted hereby, or any other Lien granted by any Grantor or any other person to Secured Party, or the liquidation of or the realization upon the Collateral of any Grantor, any other collateral granted by any Grantor or any other person to Secured Party, or any part thereof.

(a) Notices. Unless otherwise provided herein, any notice or demand which is required or permitted to be given under this Agreement shall (x) if to Secured Party, be addressed to Secured Party at Secured Party’s address, e-mail address or facsimile number set forth on Secured Party’s signature page hereto, or at such other address as Secured Party shall have furnished the Debtor in writing or (y) if to any Grantor, be addressed to such Grantor at such Grantor’s address, e-mail address or facsimile number set forth on Grantor’s signature page hereto and (z) be deemed to have been sufficiently given and received the earlier of (i) when received, (ii) when delivered personally, (iii) one (1) business day after being delivered by e-mail or facsimile (without receipt of a notice of error in transmission), (iv) one (1) business day after being deposited with an overnight courier service of recognized standing having specified next day delivery, or (v) four days after being deposited in the U.S. mail, first class with postage prepaid.

(b) Counterparts; Integration; Headings. This Agreement may be executed in more than one counterpart, each of which when taken together shall constitute one and the same instrument. This Agreement, together with the other Loan Documents, is intended by Grantors and Secured Party to be the final, complete and exclusive expression of the agreement among Grantors and Secured Party. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. The words “execute,” “sign,” “signature” and words of like import in this Agreement shall be deemed to include electronic signatures, if applicable, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable federal or state law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.

(c) Severability. If any provision of this Agreement shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

(d) Amendments in Writing; No Waiver; Cumulative Remedies. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Secured Party (subject to the written consent of the Requisite Noteholders and all other terms and conditions of Section 8.5 of the Securities Purchase Agreement) and Grantors. No failure or delay on the part of Secured Party in exercising any right, remedy, power or privilege hereunder shall operate as a waiver thereof or of any other right, remedy, power or privilege hereunder or under any Loan Document; nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or of any other right, remedy, power or privilege. The rights and remedies of Secured Party herein are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

(e) Successors and Assigns. This Agreement shall be binding upon the successors and assigns of Grantors and shall inure to the benefit of Secured Party and its successors and assigns; provided, however, that (i) no Grantor may assign any of its rights or obligations under this Agreement without the consent of Secured Party and (ii) Secured Party may not assign any of its rights or obligations under this Agreement without the consent of Debtor, not to be unreasonably withheld (provided that no consent of Debtor shall be required if either (x) an Event of Default shall have occurred or be continuing or (y) such assignment is to a Purchaser or an affiliate of a Purchaser) or (z) such assignment is in connection with a resignation of the Secured Party as Collateral Agent.

(f) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. The UCC shall govern the attachment, perfection and the effect of attachment and perfection of Secured Party’s interest in the Collateral, and the rights, duties and obligations of Grantors and Secured Party with respect thereto. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws thereof. The parties hereby agree that any suit, action or proceeding against the other arising out of or based upon this Agreement may be instituted in or removed to a state court located in the State of New York, Borough of Manhattan or the United States District Court for the Southern District of New York, and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The parties waive service of process in the State of New York and agree to be served by regular mail, return receipt requested, at their respective addresses. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.

(g) No Liability. The Secured Party shall not be liable for any action taken or not taken by it with the consent or at the request of the Requisite Noteholders or in the absence of its own gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein.

(i) Each Grantor hereby agrees to indemnify and hold harmless the Secured Party (and any sub-agent thereof) and each affiliate of the Secured Party and the directors, officers, employees, partners, agents, trustees, administrators, managers, advisors and representatives of the Secured Party and its affiliates (each, a “Related Party”) of any of the foregoing persons (each, an “Indemnitee”) from any losses, damages, liabilities, claims and related expenses (including the fees and expenses of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any person (including any Grantor) other than such Indemnitee and its Related Parties arising out of, in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement) or any failure of any Obligations to be the legal, valid, and binding obligations of any Grantor enforceable against such Grantor in accordance with their terms, whether brought by a third party or by any Grantor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(ii) To the fullest extent permitted by applicable law, each Grantor hereby agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Note or the use of proceeds thereof. No Indemnitee shall be liable for any damages arising from the use of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby by unintended recipients.

(iii) Each Grantor agrees to pay or reimburse the Secured Party for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the negotiation and execution of this Agreement and the other Loan Documents or in connection with collecting against such Grantor its Obligations or otherwise protecting, enforcing or preserving any rights or remedies under this Agreement and the other Loan Documents to which such Grantor is a party, including the fees and other charges of counsel (including the allocated fees and expenses of internal counsel) to the Secured Party.

(iv) All amounts due under this Section 10(h) shall be payable promptly after demand therefor, shall constitute Obligations and shall bear interest from and including the date of such demand thereto through, but excluding in all events, the date paid, until paid at a rate per annum equal to the highest rate per annum at which interest would then be payable on any past due payment under the Loan Documents.

(v) Without prejudice to the survival of any other agreement of any Grantor under this Agreement or any other Loan Documents, the agreements and obligations of each Grantor contained in this Section 10(h) shall survive termination of the Loan Documents and payment in full of the Obligations and all other amounts payable under this Agreement.

(vi) To the extent not paid by the Grantors, each Purchaser agrees that it shall be liable to the Collateral Agent for its ratable share (taking into account such Purchaser’s holding of Notes as a percentage of the aggregate then-outstanding principal balance of all Notes) of such amounts due under this Section 10(h).

Section 11.Survival of Representations and Warranties. All of Grantors’ representations and warranties in this Agreement are continuing and shall survive until all Obligations outstanding or contracted for (other than inchoate indemnity or similar obligations) have been paid in full in cash.

Section 12.Intercreditor Agreement. To the extent of any conflict between this Agreement and the Intercreditor Agreement as to the rights of Secured Party, as the Initial Additional First Lien Agent (as defined therein), and Acquiom Agency Services LLC, as the Initial First Lien Agent (as defined therein), the Intercreditor Agreement shall control as between Secured Party, as the Initial Additional First Lien Agent, and Acquiom Agency Services LLC, as the Initial First Lien Agent.

IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the date first written above.

This FIRST LIEN PARI PASSU INTERCREDITOR (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 12, 2025, by and among ACQUIOM AGENCY SERVICES LLC, as collateral agent for the holders of the Initial First Lien Obligations defined below (in such capacity, together with its successors and assigns in such capacity, the “Initial First Lien Agent”), _______________ as the holder of certain pre-existing indebtedness of the Borrowers pursuant to the Initial First Lien Credit Agreement (as defined below) (the “Prior Holder”), ACQUIOM AGENCY SERVICES LLC, as collateral agent for the holders of the Initial Additional First Lien Obligations defined below (in such capacity, together with its successors and assigns in such capacity, the “Initial Additional First Lien Agent”), and each Additional First Lien Agent from time to time party hereto, and acknowledged and agreed to by Zapata Computing Holdings Inc., a Delaware corporation (“SPA Borrower”), Zapata Computing, Inc., a Delaware corporation and wholly-owned Subsidiary of SPA Borrower (“NPA Borrower” and together with the SPA Borrower, the “Borrowers”), and the other Grantors signatory hereto. Capitalized terms used in this Agreement have the meanings assigned to them in Article I below.

NPA Borrower, the Investors (as defined therein) party thereto, and the Initial First Lien Agent have entered into that certain Senior Secured Note Purchase Agreement, dated as of December 15, 2023 (the “Initial First Lien Credit Agreement”) pursuant to which NPA Borrower has sold and issued certain Notes (as defined therein) to the Investors (including the Prior Holder).

SPA Borrower, the Purchasers (as defined therein) party thereto, and the Initial Additional First Lien Agent have entered into that certain Securities Purchase Agreement, dated as of the date hereof (the “Initial Additional First Lien Credit Agreement”) pursuant to which SPA Borrower has sold and issued certain Notes (as defined therein) to the Purchasers.

NPA Borrower has agreed to cause certain current and future Subsidiaries of NPA Borrower (the “NPA Guarantor Subsidiaries”) to guarantee NPA Borrower’s Obligations under the Initial First Lien Credit Agreement. The Initial First Lien Obligations are secured by Liens on substantially all the assets of NPA Borrower and the NPA Guarantor Subsidiaries.

SPA Borrower agreed to cause certain current and future Subsidiaries of SPA Borrower (the “SPA Guarantor Subsidiaries” and together with the NPA Guarantor Subsidiaries, the “Guarantor Subsidiaries”) to guarantee SPA Borrower’s Obligations under the Initial Additional First Lien Credit Agreement. The Initial Additional First Lien Obligations are secured by Liens on substantially all the assets of SPA Borrower and the SPA Guarantor Subsidiaries.

Each of NPA Borrower, SPA Borrower, each Guarantor Subsidiary, and each other Person that executes and delivers a First Lien Collateral Document as a “grantor” or “pledgor” (or the equivalent) is referred to herein as a “Grantor”.

The Parties desire to set forth in this Agreement their rights and remedies with respect to the Shared Collateral securing the First Lien Obligations.

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, each of the Initial First Lien Agent (for itself and on behalf of each other Initial First Lien Claimholder), the Initial Additional First Lien Agent (for itself and on behalf of each other Initial Additional First Lien Claimholder) and each Additional First Lien Agent (in each case, for itself and on behalf of the Additional First Lien Claimholders of the applicable Series), intending to be legally bound, hereby agrees as follows:

“Additional First Lien Agent” means each of the Initial Additional First Lien Agent and, with respect to each Series of Additional First Lien Obligations that becomes subject to the terms of this Agreement after the date hereof, the Person serving as collateral agent (or the equivalent) for such Series of Additional First Lien Obligations and named as such in the applicable Joinder Agreement delivered pursuant to Section 5.18 hereof, together with its successors from time to time in such capacity.

“Additional First Lien Agreement” means any indenture, notes, credit agreement or other agreement, document or instrument, including the Initial Additional First Lien Agreement, pursuant to which any Grantor has or will incur Additional First Lien Obligations; provided that, in each case, the Indebtedness thereunder (other than the Initial Additional First Lien Obligations) has been designated as Additional First Lien Obligations pursuant to and in accordance with Section 5.18. For avoidance of doubt, the Initial First Lien Credit Agreement shall not constitute an Additional First Lien Agreement hereunder.

“Additional First Lien Claimholder” means the holders of any Additional First Lien Obligations and any First Lien Agent with respect thereto, and shall include the Initial Additional First Lien Claimholders.

“Additional First Lien Collateral Documents” means the “Security Agreement” or similar term (in each case as defined in the applicable Additional First Lien Agreement) and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure any Additional First Lien Obligations or to perfect such Lien (as each may be amended, restated, amended and restated, supplemented or otherwise modified from time to time), and shall include the Initial Additional First Lien Collateral Documents.

“Additional First Lien Documents” means, with respect to the Initial Additional First Lien Obligations or any other Series of Additional First Lien Obligations, the Additional First Lien Agreements and Additional First Lien Collateral Documents applicable thereto and each other agreement, document and instrument providing for or evidencing any other Additional First Lien Obligation, and shall include the Initial Additional First Lien Documents; provided that, in each case, the Indebtedness thereunder (other than the Initial Additional First Lien Obligations) has been designated as Additional First Lien Obligations pursuant to and in accordance with Section 5.18 hereto.

“Additional First Lien Obligations” means, with respect to any Series of Additional First Lien Obligations, all Obligations of the Grantors under

(a) the Additional First Lien Agreement and the other Additional First Lien Documents of such Series,

(b) the guaranties by the applicable Grantors of the Obligations under the Additional First Lien Documents of such Series, and

The term “Additional First Lien Obligations” includes all Initial Additional First Lien Obligations. Notwithstanding any other provision hereof, the term “Additional First Lien Obligations” will include, with respect to any Series of First Lien Obligations, all accrued interest, fees, costs, and other charges incurred under the Additional First Lien Agreement and the other Additional First Lien Documents of such Series, whether incurred before or after commencement of an Insolvency or Liquidation Proceeding, and whether or not allowed or allowable in an Insolvency or Liquidation Proceeding. To the extent that any payment with respect to the Additional First Lien Obligations of any Series (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential in any respect, set aside, or required to be paid to a debtor in possession, trustee, receiver, or similar Person, then the obligation or part thereof originally intended to be satisfied will be deemed to be reinstated and outstanding as if such payment had not occurred. For avoidance of doubt, the Initial First Lien Obligations shall not constitute Additional First Lien Obligations hereunder.

“Affiliate” means, for a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the specified Person. For these purposes, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “controlled” has a correlative meaning.

“Applicable Agent” means (i) until the earlier of (x) the Discharge of the Initial First Lien Obligations and (y) the Non-Controlling Agent Enforcement Date, the Initial First Lien Agent and (ii) from and after the earlier of (x) the Discharge of the Initial First Lien Obligations and (y) the Non-Controlling Agent Enforcement Date, the Major Non-Controlling Agent.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state, or foreign bankruptcy, insolvency, receivership, or similar law affecting creditors’ rights generally.

“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to close.

“Collateral” means all assets and properties subject to, or purported to be subject to, Liens created pursuant to any First Lien Collateral Document to secure one or more Series of First Lien Obligations and shall include any property or assets subject to replacement Liens or adequate protection Liens in favor of any First Lien Claimholder.

“Controlling Claimholders” means, at any time, the Series of First Lien Claimholders whose First Lien Agent is the Applicable Agent at such time.

“Default” means a “Default” (or similarly defined term) as defined in any First Lien Document.

“Designation” means a designation of Additional First Lien Debt in substantially the form of Exhibit B attached hereto.

“Discharge” means, with respect to any Series of First Lien Obligations, except to the extent otherwise provided in Section 2.6 and in the definition of “Discharge of Initial First Lien Obligations”,

(a) payment in full in cash of the principal of and interest (including interest, fees, and expenses accruing on or after the commencement of an Insolvency or Liquidation Proceeding, whether or not such interest, fees, and expenses would be allowed in the proceeding) on all outstanding Indebtedness included in the First Lien Obligations of such Series,

(b) payment in full in cash of all other First Lien Obligations of such Series that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time), and

(c) termination or expiration of any commitments to extend credit that would be First Lien Obligations of such Series, and

“Discharge of Initial First Lien Obligations” means, except to the extent otherwise provided in Section 2.6, the Discharge of the Initial First Lien Obligations; provided that the Discharge of Initial First Lien Obligations shall not be deemed to have occurred in connection with a Refinancing of such Initial First Lien Obligations with a credit agreement, loan agreement or other debt facility secured by Collateral which has been designated in writing by the First Lien Agent (under the credit agreement, loan agreement or other debt facility which has Refinanced such Initial First Lien Obligations) and the NPA Borrower, in each case, to each other First Lien Agent as the “Initial First Lien Credit Agreement” for purposes of this Agreement.

“Event of Default” means an “Event of Default” (or similarly defined term) as defined in any First Lien Document.

“First Lien Agent” means (i) in the case of any Initial First Lien Obligations, the Initial First Lien Agent, (ii) in the case of any Initial Additional First Lien Obligations, the Initial Additional First Lien Agent and (iii) the Additional First Lien Agent with respect to each other Series of Additional First Lien Obligations.

“First Lien Claimholders” means, collectively, (i) the Initial First Lien Claimholders, (ii) the Initial Additional First Lien Claimholders and (iii) the Additional First Lien Claimholders with respect to each other Series of Additional First Lien Obligations.

“First Lien Collateral Documents” means, collectively, (i) the Initial First Lien Collateral Documents, (ii) the Initial Additional First Lien Collateral Documents and (iii) each other Additional First Lien Collateral Document.

“First Lien Documents” means, collectively, (i) the Initial First Lien Documents, (ii) the Initial Additional First Lien Documents and (iii) each other Additional First Lien Document.

“First Lien Obligations” means, collectively, (i) the Initial First Lien Obligations, (ii) the Initial Additional First Lien Obligations and (iii) each other Series of Additional First Lien Obligations.

“Governmental Authority” means any federal, state, municipal, national, or other government, governmental department, commission, board, bureau, court, agency, or instrumentality, or political subdivision thereof, or any entity or officer exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Initial First Lien Agreement” has the meaning set forth in the Preamble.

“Initial First Lien Claimholders” means the holders of any Initial First Lien Obligations, including the “Secured Parties” as defined in the Initial First Lien Collateral Documents and the Initial First Lien Agent.

“Initial Credit Agreement Collateral Documents” means the “Security Agreement” (as defined in the Initial First Lien Credit Agreement) and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure any Initial First Lien Obligations or to perfect such Lien.

“Initial First Lien Documents” means the Initial First Lien Credit Agreement, each Initial First Lien Collateral Document and the other “Transaction Documents” (as defined in the Initial First Lien Credit Agreement), and each of the other agreements, documents and instruments providing for or evidencing any other Initial First Lien Obligation.

“Initial First Lien Obligations” means all Obligations of the Grantors under:

(a) the Initial First Lien Credit Agreement and the other Initial First Lien Documents,

(b) the guaranties by the applicable Grantors of the Obligations under the Initial First Lien Documents, and

Notwithstanding any other provision hereof, the term “Initial First Lien Obligations” will include accrued interest, fees, costs, and other charges incurred under the Initial First Lien Credit Agreement and the other Initial First Lien Documents, whether incurred before or after commencement of an Insolvency or Liquidation Proceeding, and whether or not allowed or allowable in an Insolvency or Liquidation Proceeding. To the extent that any payment with respect to the Initial First Lien Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential in any respect, set aside, or required to be paid to a debtor in possession, trustee, receiver, or similar Person, then the obligation or part thereof originally intended to be satisfied will be deemed to be reinstated and outstanding as if such payment had not occurred.

“Initial Additional Collateral Agent” has the meaning set forth in the Preamble.

“Initial Additional Collateral Documents” means the “Security Agreement” (as defined in the Initial Additional First Lien Agreement) and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure any Initial Additional First Lien Obligations or to perfect such Lien (as each may be amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Initial Additional First Lien Agreement” has the meaning set forth in the Preamble.

“Initial Additional First Lien Claimholders” means the holders of any Initial Additional First Lien Obligations, including the “Secured Parties” as defined in the Initial Additional First Lien Collateral Documents and the Initial Additional Collateral Agent.

“Initial Additional First Lien Documents” means the Initial Additional First Lien Agreement, each Initial Additional Collateral Document and each of the other agreements, documents and instruments providing for or evidencing any other Initial Additional First Lien Obligations, as each may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Initial Additional First Lien Obligations” means all Obligations of the Grantors under

(a) the Initial Additional First Lien Agreement and the other Initial Additional First Lien Documents,

(b) the guaranties by the applicable Grantors of the Obligations under the Initial Additional First Lien Documents, and

Notwithstanding any other provision hereof, the term “Initial Additional First Lien Obligations” will include accrued interest, fees, costs, and other charges incurred under the Initial Additional First Lien Agreement and the other Initial Additional First Lien Documents, whether incurred before or after commencement of an Insolvency or Liquidation Proceeding, and whether or not allowed or allowable in an Insolvency or Liquidation Proceeding. To the extent that any payment with respect to the Initial Additional First Lien Obligations (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of set-off, or otherwise) is declared to be fraudulent or preferential in any respect, set aside, or required to be paid to a debtor in possession, trustee, receiver, or similar Person, then the obligation or part thereof originally intended to be satisfied will be deemed to be reinstated and outstanding as if such payment had not occurred.

(a) any voluntary or involuntary case or proceeding under the Bankruptcy Code or other applicable Bankruptcy Law with respect to any Grantor;

(b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of its property;

(c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Grantor.

“Intervening Creditor” has the meaning set forth in Section 2.1(b)(i).

“Joinder Agreement” means a document in the form of Exhibit A to this Agreement required to be delivered by a First Lien Agent to each other First Lien Agent pursuant to Section 5.18 of this Agreement in order to create an additional Series of Additional First Lien Obligations or a Refinancing of any Series of First Lien Obligations and bind First Lien Claimholders hereunder.

“Lien” means any lien (including, without limitation, judgment liens and liens arising by operation of law, subrogation, or otherwise), mortgage or deed of trust, pledge, hypothecation, assignment, security interest, charge, or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof), and any option, call, trust, U.C.C. financing statement, or other preferential arrangement having the practical effect of any of the foregoing, including any right of set-off or recoupment.

“Major Non-Controlling Agent” means the First Lien Agent of the Series of Additional First Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Additional First Lien Obligations. For purposes of this definition, if there are two outstanding Series of Additional First Lien Obligations which have an equal outstanding principal amount, the Series of Additional First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount.

“Non-Controlling Claimholders” means the First Lien Claimholders which are not Controlling Claimholders.

“Non-Controlling Agent” means, at any time, each First Lien Agent that is not the Applicable Agent at such time.

“Non-Controlling Agent Enforcement Date” means, with respect to any Non-Controlling Agent, the date which is 180 days (throughout which 180 day period such Non-Controlling Agent was the Major Non-Controlling Agent) after the occurrence of both (i) an Event of Default (under and as defined in the First Lien Documents under which such Non-Controlling Agent is the First Lien Agent) and (ii) each First Lien Agent’s receipt of written notice from such Non-Controlling Agent certifying that (x) such Non-Controlling Agent is the Major Non-Controlling Agent and that an Event of Default (under and as defined in the First Lien Documents under which such Non-Controlling Agent is the First Lien Agent) has occurred and is continuing and (y) the First Lien Obligations of the Series with respect to which such Non-Controlling Agent is the First Lien Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Additional First Lien Documents; provided that the Non-Controlling Agent Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred (1) at any time the Applicable Agent has commenced and is diligently pursuing any enforcement action with respect to Shared Collateral, (2) at any time the Grantor that has granted a security interest in Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding or (3) if such Non-Controlling Agent subsequently rescinds or withdraws the written notice provided for in clause (ii).

“Obligations” means all obligations of every nature of a Person owed to any obligee under an agreement, whether for principal, interest, or payments for early termination, fees, expenses, indemnification, or otherwise, and all guaranties of any of the foregoing, whether absolute or contingent, due or to become due, now existing or hereafter arising, and including interest, expenses, and fees that accrue after the commencement by or against any Person of any proceeding under any Bankruptcy Law naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses, and fees are allowed claims in such proceeding.

“Person” means any natural person, corporation, limited liability company, trust, business trust, joint venture, association, company, partnership, Governmental Authority, or other entity.

“Refinance” means, for any Indebtedness, to refinance, replace, refund, or repay, or to issue other Indebtedness in exchange or replacement for such Indebtedness in whole or in part, whether with the same or different lenders, agents, or arrangers. “Refinanced” and “Refinancing” have correlative meanings.

“Series” means (a) with respect to the First Lien Claimholders, each of (i) the Initial First Lien Claimholders (in their capacities as such), (ii) the Initial Additional First Lien Claimholders (in their capacities as such), and (iii) the Additional First Lien Claimholders (in their capacities as such) that become subject to this Agreement after the date hereof that are represented by the same First Lien Agent acting in the same capacity and (b) with respect to any First Lien Obligations, each of (i) the Initial First Lien Obligations, (ii) the Initial Additional First Lien Obligations, and (iii) the Additional First Lien Obligations incurred pursuant to any Additional First Lien Document, which pursuant to any Joinder Agreement, are to be represented hereunder by the same First Lien Agent acting in the same capacity.

“Shared Collateral” means, at any time, Collateral in which the holders of two or more Series of First Lien Obligations (or their respective First Lien Agents on behalf of such holders) hold, or purport to hold, or are required to hold pursuant to the First Lien Documents in respect of such Series, a valid security interest or Lien at such time. For the avoidance of doubt, the SPA Borrower has not granted any security interests to the Initial First Lien Agent, and the Collateral granted by SPA Borrower to the Initial Additional First Lien Agent is not Shared Collateral. If more than two Series of First Lien Obligations are outstanding at any time and the holders of less than all Series of First Lien Obligations hold, or purport to hold, or are required to hold pursuant to the First Lien Documents in respect of such Series, a valid security interest or Lien in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of First Lien Obligations that hold, or purport to hold, or are required to hold pursuant to the First Lien Documents in respect of such Series, a valid security interest or Lien in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not hold, or purport to hold, or are required to hold pursuant to the First Lien Documents in respect of such Series, a valid security interest or Lien in such Collateral at such time.

“Subsidiary” means, with respect to any Person, a corporation or other entity a majority of whose voting stock is directly or indirectly owned or controlled by the Person. For these purposes, “voting stock” of a Person means securities or other ownership interests of the Person having general power under ordinary circumstances to vote in the election of the directors, or other persons performing similar functions, of the Person. References to a percentage or proportion of voting stock refer to the relevant percentage or proportion of the votes entitled to be cast by the voting stock.

“U.C.C.” means the Uniform Commercial Code (or any similar legislation) as in effect in any applicable jurisdiction.

Agents. References to any First Lien Agent will refer to such First Lien Agent acting on behalf of itself and on behalf of all of the other First Lien Claimholders of the Series for which it is acting. Actions taken by any First Lien Agent pursuant to this Agreement are meant to be taken on behalf of itself and the other First Lien Claimholders of the Series for which it is acting.

Singular and plural. Definitions of terms apply equally to the singular and plural forms.

Masculine and feminine. Pronouns will include the corresponding masculine, feminine, and neuter forms.

Time periods. In computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to but excluding.”

When action may be taken. Any action permitted under this Agreement may be taken at any time and from time to time.

Statutes and regulations. References to a statute refer to the statute and all regulations promulgated under or implementing the statute as in effect at the relevant time. References to a specific provision of a statute or regulation include successor provisions. References to a section of the Bankruptcy Code also refer to any similar provision of any other Bankruptcy Law.

Agreements. References to an agreement (including this Agreement) refer to the agreement as amended at the relevant time.

Governmental agencies and self-regulatory organizations. References to a governmental or quasi-governmental agency or authority or a self-regulatory organization include any successor agency, authority, or self-regulatory organization.

Section references. Section references refer to sections of this Agreement. References to numbered sections refer to all included sections. For example, a reference to section 2 also refers to sections 2.1, 2.1(a), etc. References to a section or article in an agreement, statute, or regulation include successor and renumbered sections and articles of that or any successor agreement, statute, or regulation.

Successors and assigns. References to a Person include the Person’s permitted successors and assigns.

Herein, etc. “Herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement in its entirety and not to any particular provision.

Assets and property. “Asset” and “property” have the same meaning and refer to both real and personal, tangible and intangible assets and property, including cash, securities, accounts, and general intangibles.

(a) Anything contained herein or in any of the First Lien Documents to the contrary notwithstanding (but subject to Section 2.1(b)), if an Event of Default has occurred and is continuing, and the Applicable Agent is taking action to enforce rights in respect of any Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor or any First Lien Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any Shared Collateral received by any First Lien Claimholder or received by the Applicable Agent or any First Lien Claimholder pursuant to any such intercreditor agreement or otherwise with respect to such Collateral and proceeds of any such distribution to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising Shared Collateral and all proceeds of any such distribution and any proceeds of any insurance covering the Shared Collateral received by the Applicable Agent and not returned to any Grantor under any First Lien Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Agent in the following order:

(i) FIRST, to the payment of all amounts owing to each First Lien Agent (in its capacity as such) secured by such Shared Collateral, including all reasonable costs and expenses incurred by each First Lien Agent (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other First Lien Document or any of the First Lien Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other First Lien Document and all fees and indemnities owing to each such First Lien Agent, ratably in accordance with the amounts payable to it pursuant to this clause FIRST;

(ii) SECOND, subject to Section 2.1(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to each First Lien Agent for the payment in full of the other First Lien Obligations of each Series secured by such Shared Collateral and, if the amount of such Proceeds are insufficient to pay in full the First Lien Obligations of each Series so secured then such Proceeds shall be allocated among the First Lien Agents of each Series secured by such Shared Collateral ratably according to the amounts of such First Lien Obligations owing to each such respective First Lien Agent and the other First Lien Claimholders represented by it, for distribution by such First Lien Agent in accordance with its respective First Lien Documents; and

(iii) THIRD, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assigns from time to time, or to whomever may be lawfully entitled to receive the same.

If, despite the provisions of this Section 2.1(a), any First Lien Claimholder shall receive any payment or other recovery in excess of its portion of payments on account of the First Lien Obligations to which it is then entitled in accordance with this Section 2.1(a), such First Lien Claimholder shall hold such payment or recovery in trust for the benefit of all First Lien Claimholders for distribution in accordance with this Section 2.1(a).

(b) (i) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a First Lien Claimholder) has a Lien that is junior in priority to the Lien of any Series of First Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the Lien of any other Series of First Lien Obligations (such third party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of First Lien Obligations with respect to which such Impairment exists.

(i) In furtherance of the foregoing and without limiting the provisions of Section 2.3, it is the intention of the First Lien Claimholders of each Series that the holders of First Lien Obligations of such Series (and not the First Lien Claimholders of any other Series) (1) bear the risk of any determination by a court of competent jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have a valid and perfected security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations and (2) not take into account for purposes of this Agreement the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (1) or (2) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.1) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code), any reference to such First Lien Obligations or the First Lien Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.

(c) It is acknowledged that the First Lien Obligations of any Series may, subject to the limitations set forth in the then existing First Lien Documents and subject to any limitations set forth in this Agreement, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.1(a) or the provisions of this Agreement defining the relative rights of the First Lien Claimholders of any Series.

(d) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the First Lien Documents or any defect or deficiencies in the Liens securing the First Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 2.1(b)), each First Lien Claimholder hereby agrees that the Liens securing each Series of First Lien Obligations on any Shared Collateral shall be of equal priority.

(a) Notwithstanding Section 2.1, (i) only the Applicable Agent shall act or refrain from acting with respect to Shared Collateral (including with respect to any other intercreditor agreement with respect to any Shared Collateral), (ii) the Applicable Agent shall not follow any instructions with respect to any Shared Collateral (including with respect to any other intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Agent or any other First Lien Claimholder (other than a Controlling Claimholder pursuant to the First Lien Documents of the Series represented by the Applicable Agent) and (iii) no First Lien Claimholder (other than a Controlling Claimholder pursuant to the First Lien Documents of the Series represented by the Applicable Agent) shall or shall instruct any First Lien Agent to, and no Non-Controlling Agent shall, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, Shared Collateral (including with respect to any other intercreditor agreement with respect to Shared Collateral), whether under any First Lien Collateral Document (other than the First Lien Collateral Documents of the Series represented by the Applicable Agent), applicable law or otherwise, it being agreed that only the Applicable Agent, acting in accordance with the First Lien Collateral Documents for the Series represented by it, shall be entitled to take any such actions or exercise any remedies with respect to such Shared Collateral at such time.

(b) Without limiting the provisions of Section 4.2, each First Lien Agent and each First Lien Claimholder hereby appoints the Applicable Agent as its agent and authorizes the Applicable Agent to exercise any and all remedies under each First Lien Collateral Document with respect to Shared Collateral and to execute releases in connection therewith.

(c) Notwithstanding the equal priority of the Liens securing each Series of First Lien Obligations granted on the Shared Collateral, the Applicable Agent may deal with the Shared Collateral as if such Applicable Agent had a senior and exclusive Lien on such Shared Collateral. No Non-Controlling Agent or Non-Controlling Claimholder will contest, protest or object to any foreclosure proceeding or action brought by the Applicable Agent or the Controlling Claimholders or any other exercise by the Applicable Agent or the Controlling Claimholders of any rights and remedies relating to the Shared Collateral. The foregoing shall not be construed to limit the rights and priorities of any First Lien Claimholder or First Lien Agent with respect to any Collateral not constituting Shared Collateral.

(d) Each of the First Lien Agents and the other First Lien Claimholders agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Claimholders in all or any part of the Collateral or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair (i) the rights of any First Lien Agent to enforce this Agreement or (ii) the rights of any First Lien Claimholder to contest or support any other Person in contesting the enforceability of any Lien purporting to secure obligations not constituting First Lien Obligations.

(a) Each First Lien Claimholder agrees that (i) it will not challenge or question or support any other Person in challenging or questioning in any proceeding the validity or enforceability of any First Lien Obligations of any Series or any First Lien Collateral Document or the validity, attachment, perfection or priority of any Lien under any First Lien Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Claimholder from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral by the Applicable Agent, (iii) except as provided in Section 2.2, it shall have no right to and shall not otherwise (A) direct the Applicable Agent or any other First Lien Claimholder to exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any other intercreditor agreement) or (B) consent to, or object to, the exercise by, or any forbearance from exercising by, the Applicable Agent or any other Controlling Claimholder of any right, remedy or power with respect to any Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Agent or any other Controlling Claimholder seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Collateral and (v) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Applicable Agent or any other First Lien Claimholder to (i) enforce this Agreement or (ii) contest or support any other Person in contesting the enforceability of any Lien purporting to secure obligations not constituting First Lien Obligations.

(b) Each First Lien Claimholder hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any Shared Collateral, pursuant to any First Lien Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First Lien Claimholders having a security interest in such Shared Collateral and promptly transfer any such Shared Collateral, proceeds or payment, as the case may be, to the Applicable Agent, to be distributed by such Applicable Agent in accordance with the provisions of Section 2.1(a) hereof; provided, however, that the foregoing shall not apply to any Shared Collateral purchased by any First Lien Claimholder for cash pursuant to any exercise of remedies permitted hereunder.

(c) None of the Applicable Agent or any other Controlling Claimholder shall be liable for any action taken or omitted to be taken by the Applicable Agent or any other Controlling Claimholder with respect to any Collateral in accordance with the provisions of this Agreement.

(a) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the Applicable Agent in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the other First Lien Agents for the benefit of each Series of First Lien Claimholders (or in favor of such other First Lien Claimholders if directly secured by such Liens) upon such Shared Collateral will automatically be released and discharged upon final conclusion of such transfer or disposition as and when, but only to the extent, such Liens of the Applicable Agent on such Shared Collateral are released and discharged; provided that any Proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.1 hereof. If in connection with any such foreclosure or other exercise of remedies by the Applicable Agent, the Applicable Agent (or the Controlling Claimholders pursuant to the First Lien Documents of the Series represented by the Applicable Agent) releases any guarantor from its obligation under a guarantee of the Series of First Lien Obligations for which it serves as agent prior to a Discharge of such Series of First Lien Obligations, such guarantor also shall be released from its guarantee of all other First Lien Obligations, as applicable. If in connection with any such foreclosure or other exercise of remedies by the Applicable Agent, the equity interests of any Person are foreclosed upon or otherwise disposed of and the Applicable Agent releases its Lien on the property or assets of such Person, then the Liens of each other First Lien Agent (or in favor of such other First Lien Claimholders if directly secured by such Liens) with respect to any Collateral consisting of the property or assets of such Person will be automatically released to the same extent as the Liens of the Applicable Agent are released, as applicable; provided that any proceeds of any such equity interests foreclosed upon where the Applicable Agent releases its Lien on the assets of such Person on which another Series of First Lien Obligations holds a Lien on any of the assets of such Person which Lien is released as provided in this sentence (regardless of whether or not such other Series of First Lien Obligations holds a Lien on such equity interests so disposed of) shall be applied pursuant to Section 2.1 hereof.

(b) Without limiting the rights of the Applicable Agent under Section 4.2, each First Lien Agent agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Agent to evidence and confirm any release of Collateral or guarantee provided for in this Section.

(a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other applicable Bankruptcy Law by or against any Grantor or any of its subsidiaries.

(b) If any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each First Lien Claimholder (other than the Applicable Agent or any Controlling Claimholder) agrees that it will not raise any objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Applicable Agent shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Claimholders, each Non-Controlling Claimholder will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Claimholders (other than any Liens of any First Lien Claimholders constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the Controlling Claimholders, each Non-Controlling Claimholder will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First Lien Claimholders of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other First Lien Claimholders (other than any Liens of the First Lien Claimholders constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the First Lien Claimholders of each Series are granted Liens on any additional collateral pledged to any First Lien Claimholders as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the First Lien Claimholders as set forth in this Agreement (other than any Liens of any First Lien Claimholders constituting DIP Financing Liens), (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First Lien Obligations, such amount is applied pursuant to Section 2.1(a) of this Agreement, and (D) if any First Lien Claimholders are granted adequate protection with respect to the First Lien Obligations subject hereto, including in the form of periodic payments, in connection with such use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.1(a) of this Agreement; provided that the First Lien Claimholders of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First Lien Claimholders of such Series or their First Lien Agent that shall not constitute Shared Collateral; provided, further, that any First Lien Claimholders receiving adequate protection shall not object to any other First Lien Claimholder receiving adequate protection comparable to any adequate protection granted to such First Lien Claimholders in connection with a DIP Financing or use of cash collateral.

(c) If any First Lien Claimholder is granted adequate protection (A) in the form of Liens on any additional collateral, then each other First Lien Claimholder shall be entitled to seek, and each First Lien Claimholder will consent and not object to, adequate protection in the form of Liens on such additional collateral with the same priority vis-à-vis the First Lien Claimholders as set forth in this Agreement, (B) in the form of a superpriority or other administrative claim, then each other First Lien Claimholder shall be entitled to seek, and each First Lien Claimholder will consent and not object to, adequate protection in the form of a pari passu superpriority or administrative claim or (C) in the form of periodic or other cash payments, then the proceeds of such adequate protection must be applied to all First Lien Obligations pursuant to Section 2.1.

In the event that any of the First Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under Title 11 of the Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Agreement shall be fully applicable thereto until all such First Lien Obligations shall again have been paid in full in cash. This Section 2.6 shall survive termination of this Agreement.

As among the First Lien Claimholders, the Applicable Agent shall have the right, but not the obligation, to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. To the extent any First Lien Agent or any other First Lien Claimholder receives proceeds of such insurance policy and such proceeds are not required to be returned to any Grantor under the applicable First Lien Documents, such proceeds shall be turned over to the Applicable Agent for application as provided in Section 2.1 hereof.

The First Lien Obligations of any Series may, subject to Section 5.18, be Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any First Lien Document) of any First Lien Claimholder of any other Series, all without affecting the priorities provided for herein or the other provisions hereof; provided that the First Lien Agent of the holders of any such Refinancing Indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing Indebtedness. If such Refinancing Indebtedness is intended to constitute a replacement of the Initial First Lien Credit Agreement (as contemplated by the definition of “Discharge of Initial First Lien Obligations), the NPA Borrower shall so state in its Designation.

(a) The Applicable Agent shall be entitled to hold any Possessory Collateral constituting Shared Collateral. Notwithstanding the foregoing, if any First Lien Agent has any Shared Collateral in its possession or control (such Collateral being the “Pledged Collateral”), then such First Lien Agent will possess or control the Pledged Collateral as gratuitous bailee and/or gratuitous agent for perfection for the benefit of each other First Lien Agent as secured party, so as to satisfy the requirements of sections 8-106(d)(3), 8-301(a)(2), 9-104(a), 9-105A, 9-107A, 9-313(c) and 12-105 of the U.C.C. In this Section 2.9, “control” has the meaning given that term in sections 8-106, 9-104, 9-105A, 9-107A, 9-314 and 12-105 of the U.C.C.

(b) No First Lien Agent will have any obligation to any First Lien Claimholder to ensure that any Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.9. The duties or responsibilities of each First Lien Agent under this Section 2.9 will be limited solely to possessing or controlling the Pledged Collateral as gratuitous bailee and/or gratuitous agent for perfection in accordance with this Section 2.9 and delivering the Pledged Collateral to the Applicable Agent as provided in subsection (d) below.

(c) Each First Lien Claimholder hereby waives and releases each First Lien Agent from all claims and liabilities arising out of each First Lien Agent’s role under this Section 2.9 as gratuitous bailee and/or gratuitous agent with respect to the Pledged Collateral except for claims arising by reason of any such First Lien Agent’s gross negligence or willful misconduct.

(d) If at any time a First Lien Agent ceases to be the Applicable Agent, such outgoing Applicable Agent will deliver or transfer control of any Pledged Collateral in its possession or control, together with any necessary endorsements (which endorsements will be without recourse and without any representation or warranty) to the new Applicable Agent and will take any other action reasonably requested by the new Applicable Agent (at the expense of Borrowers) in connection with the new Applicable Agent obtaining possession and/or control of the Pledged Collateral.

(a) Without the prior written consent of each other First Lien Agent, each First Lien Agent agrees that no First Lien Collateral Document may be amended, restated, amended and restated, supplemented, replaced or Refinanced or otherwise modified from time to time or entered into to the extent such amendment, supplement, Refinancing or modification, or the terms of any new First Lien Collateral Document, would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this Agreement.

(b) In determining whether an amendment to any First Lien Collateral Document is permitted by this Section 2.10, each First Lien Agent may conclusively rely on an officer’s certificate of the applicable Borrower stating that such amendment is permitted by this Section 2.10.

Whenever the Applicable Agent shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other First Lien Agent and shall be entitled to make such determination or not make any determination on the basis of the information so furnished; provided, however, that if a First Lien Agent shall fail or refuse reasonably promptly to provide the requested information, the Applicable Agent shall be entitled to make any such determination or not make any determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the applicable Borrower. The Applicable Agent may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Claimholder or any other person as a result of such determination.

(a) Notwithstanding any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on the Applicable Agent to any Non-Controlling Claimholder or give any Non-Controlling Claimholder the right to direct the Applicable Agent, except that the Applicable Agent shall be obligated to distribute proceeds of any Shared Collateral in accordance with Section 2.1 hereof.

(b) In furtherance of the foregoing, each Non-Controlling Claimholder acknowledges and agrees that the Applicable Agent shall be entitled, for the benefit of the First Lien Claimholders, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the First Lien Collateral Documents, as applicable, without regard to any rights to which the Non-Controlling Claimholders would otherwise be entitled as a result of the First Lien Obligations held by such Non-Controlling Claimholders. Without limiting the foregoing, each Non-Controlling Claimholder agrees that none of the Applicable Agent or any other Controlling Claimholder shall have any duty or obligation first to marshal or realize upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of such Collateral in any manner that would maximize the return to the Non-Controlling Claimholders, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Claimholders from such realization, sale, disposition or liquidation. Each of the First Lien Claimholders waives any claim it may now or hereafter have against any First Lien Agent or any other First Lien Claimholder of any other Series arising out of (i) any actions which any such First Lien Agent or First Lien Claimholder represented by it take or omit to take (including actions with respect to the creation, perfection or continuation of Liens

on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Collateral Documents or any other agreement related thereto or in connection with the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations; provided that nothing in this clause (i) shall be construed to prevent or impair the rights of any First Lien Agent or First Lien Claimholder to enforce this Agreement, (ii) any election by any First Lien Agent or any First Lien Claimholder, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.5, any borrowing, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, by any Borrower or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Applicable Agent shall not accept any Shared Collateral in full or partial satisfaction of any First Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each First Lien Agent representing holders of First Lien Obligations for whom such Collateral constitutes Shared Collateral.

Each Non-Controlling Agent, for itself and on behalf of each other First Lien Claimholder of the Series for whom it is acting, hereby irrevocably appoints the Applicable Agent and any officer or agent of the Applicable Agent, which appointment is coupled with an interest with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Non-Controlling Agent or First Lien Claimholder, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Agreement, including the exercise of any and all remedies under each First Lien Collateral Document with respect to Shared Collateral and the execution of releases in connection therewith.

If this Agreement conflicts with the First Lien Loan Documents, this Agreement will control.

A Party’s failure or delay in exercising a right under this Agreement will not waive the right, nor will a Party’s single or partial exercise of a right preclude it from any other or further exercise of that or any other right. The rights and remedies provided in this Agreement will be cumulative and not exclusive of other rights or remedies provided by law. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, oral or written, relating to its subject matter.

This Agreement will become effective when executed and delivered by the Parties. Each First Lien Claimholder waives any right it may have under applicable law to revoke this Agreement or any provision thereunder or consent by it thereto. This Agreement will survive, and continue in full force and effect, in any Insolvency or Liquidation Proceeding. If a provision of this Agreement is prohibited or unenforceable in a jurisdiction, the prohibition or unenforceability will not invalidate the remaining provisions hereof or invalidate or render unenforceable that provision in any other jurisdiction. Subject to Section 2.6, this Agreement will terminate and be of no further force and effect, as to any Series of First Lien Claimholders, upon the Discharge of the First Lien Obligations of such Series.

A modification or waiver of any provision of this Agreement will only be effective if in writing signed on behalf of each Party or its authorized agent, and a waiver will be a waiver only for the specific instance involved and will not impair the rights of the Parties making the waiver or the obligations of the other Parties to such Party in any other respect or at any other time. Notwithstanding the foregoing, neither NPA Borrower nor SPA Borrower will have a right to consent to or approve a modification of this Agreement except to the extent its rights are directly affected.

The First Lien Claimholders will each be responsible for keeping themselves informed of

Neither the First Lien Agent nor any First Lien Claimholder of any Series will have any duty to advise any other Series of First Lien Claimholders of information known to it regarding any such condition or circumstances or otherwise.

If the First Lien Agent or any First Lien Claimholder of any Series provides any such information to a First Lien Claimholder of any other Series, such First Lien Agent or First Lien Claimholder will have no obligation to:

Each First Lien Agent acknowledges that it and each other First Lien Claimholder represented by it has, independently and without reliance on any First Lien Claimholder of any other Series, and based on documents and information such First Lien Agent and each such First Lien Claimholder deemed appropriate, made its own credit analysis and decision to enter into the First Lien Loan Documents and this Agreement, and will continue to make its own credit decisions in taking or not taking any action under the First Lien Loan Documents of the applicable Series or this Agreement.

No First Lien Claimholder of any Series will have any duty to any First Lien Claimholder of any other Series, to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Grantor (including the First Lien Loan Documents), regardless of any knowledge thereof that it may have or be charged with.

This Agreement, and any claim or controversy relating to the subject matter hereof, will be governed by the law of the State of Delaware.

All judicial proceedings brought against a Party arising out of or relating hereto may be brought in any state or federal court of competent jurisdiction in the state, county, and city of New York. Each Party irrevocably

Each Party waives its right to jury trial of any claim or cause of action based upon or arising hereunder. The scope of this waiver is intended to encompass any and all disputes that may be filed in any court and that relate to the subject matter hereof, including contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Each Party acknowledges that this waiver is a material inducement to enter into a business relationship, that it has already relied on this waiver in entering into this Agreement, and that it will continue to rely on this waiver in its related future dealings. Each Party further represents and warrants that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing (other than by a mutual written waiver specifically referring to this Section 5.9 and executed by each of the Parties), and will apply to any subsequent modification hereof. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Any notice to a First Lien Claimholder of any Series under this Agreement must also be given to First Lien Agent of such Series. Unless otherwise expressly provided herein, notices and consents must be in writing and will be deemed to have been given (i) when delivered in person or by courier service and signed for against receipt thereof, (ii) upon receipt of facsimile, and (iii) three Business Days after deposit in the United States mail with first-class postage prepaid and properly addressed. For the purposes hereof, the address of each Party will be as set forth below the Party’s name on the signature pages hereto, or at such other address as the Party may designate by notice to the other Parties.

Each First Lien Agent and each Borrower will each take such further action and will execute and deliver such additional documents and instruments (in recordable form, if requested) as any First Lien Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

This Agreement is binding upon and inures to the benefit of each First Lien Agent, each other First Lien Claimholder, and their respective successors and assigns. However, no provision of this Agreement will inure to the benefit of a trustee, debtor-in-possession, creditor trust or other representative of an estate or creditor of any Borrower, or other Grantor, including where such estate or creditor representative is the beneficiary of a Lien securing Collateral by virtue of the avoidance of such Lien in an Insolvency or Liquidation Proceeding.

If any First Lien Agent resigns or is replaced pursuant to the First Lien Credit Agreement of the Series for which it is acting, as applicable, its successor will be a party to this Agreement with all the rights, and subject to all the obligations, of this Agreement. Notwithstanding any other provision of this Agreement, this Agreement may not be assigned to any Person except as expressly contemplated herein.

By its signature hereto, each Person signing this Agreement on behalf of a Party represents and warrants to the other Parties that it is duly authorized to execute this Agreement.

No Person is a third-party beneficiary of this Agreement and no trustee in bankruptcy for, or bankruptcy estate of, or unsecured creditor of, any Grantor will have or acquire or be entitled to exercise any right of a First Lien Claimholder under this Agreement, whether upon an avoidance or equitable subordination of a Lien of First Lien Claimholder, or otherwise. None of any Borrower, any other Grantor, or any other creditor thereof has any rights hereunder, and no Borrower nor any other Grantor may rely on the terms hereof. Nothing in this Agreement impairs the Obligations of the Borrowers and the other Grantors to pay principal, interest, fees, and other amounts as provided in the First Lien Loan Documents. Except to the extent expressly provided in this Agreement, no Person will have a right to notice of a modification to, or action taken under, this Agreement or any First Lien Collateral Document (including the release or impairment of any Collateral) other than as a lender under the applicable First Lien Credit Agreement, and then only to the extent expressly provided in the applicable First Lien Loan Documents.

Unless otherwise expressly stated, if a Party may not take an action under this Agreement, then it may not take that action indirectly, or assist or support any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the Party but is intended to have substantially the same effects as the prohibited action.

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy or electronic facsimile or other electronic means will be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable, and each Party utilizing telecopy, electronic facsimile, or other electronic means for delivery will deliver a manually executed original counterpart to each other Party on request. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Each Borrower and each other Grantor on the date of this Agreement will constitute the original Grantors party hereto. The original Grantors will cause each Subsidiary of any Borrower that becomes a Grantor after the date hereof to contemporaneously become a party hereto (as a Guarantor Subsidiary) by executing and delivering a joinder agreement (in form and substance satisfactory to the Applicable Agent) to each First Lien Agent. The Parties further agree that, notwithstanding any failure to take the actions required by the immediately preceding sentence, each Person that becomes a Grantor at any time (and any security granted by any such Person) will be subject to the provisions hereof as fully as if it constituted a Guarantor Subsidiary party hereto and had complied with the requirements of the immediately preceding sentence.

To the extent, but only to the extent, permitted (including as to priority) by the provisions of the First Lien Loan Documents, the Borrowers or other Grantors may incur (or issue and sell), secure and guarantee one or more series or classes of Indebtedness that the Borrowers designate as Additional First Lien Obligations or, as contemplated by the definition of “Discharge of Initial First Lien Obligations”, as replacement “Initial First Lien Obligations” (any such replacement Obligations, “Replacement Obligations” and the First Lien Agent in respect thereof, the “Replacement Agent”). Any such Series of Additional First Lien Obligations or Replacement Obligations may be secured by a first-priority, senior Lien on the Collateral that is secured on an equal and ratable basis with the Liens securing the then-existing First Lien Obligations, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Obligations or Replacement Obligations, if and subject to the condition that the Additional First Lien Agent of any such Additional First Lien Obligations or the Replacement Agent of any such Replacement Obligations, as applicable, becomes a party to this Agreement by satisfying the conditions set forth below. In order for an Additional First Lien Agent or Replacement Agent to become a party to this Agreement,

(i) such Additional First Lien Agent or Replacement Agent shall have executed and delivered an instrument substantially in the form of Exhibit A (with such changes as may be reasonably approved by the Applicable Agent and such Additional First Lien Agent or Replacement Agent, as the case may be) pursuant to which such Additional First Lien Agent becomes a or Replacement Agent becomes a First Lien Agent hereunder and such Additional First Lien Debt and such Series of Additional First Lien Obligations or Replacement Obligations, as applicable, and the First Lien Claimholders of such Series become subject hereto and bound hereby;

(a) true and complete copies of each of the First Lien Documents for such Series, certified as being true and correct by the Borrowers;

(b) a Designation substantially in the form of Exhibit B pursuant to which the Borrowers shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations or Replacement Obligations, as applicable, and the initial aggregate principal amount or committed amount thereof, (B) specify the name and address of the First Lien Agent for such Series, (C) certify that such (x) Additional First Lien Obligations or Replacement Obligations, as applicable, are permitted by each First Lien Document and that the conditions set forth in this Section 5.18 are satisfied with respect thereto and (D) in the case of Replacement Obligations, expressly state that the Borrowers elect to designate such agreement as a replacement of the Initial First Lien Credit Agreement for purposes of this Agreement; and

(iii) the First Lien Documents relating to such Additional First Lien Obligations or Replacement Obligations, as applicable, shall provide, in a manner reasonably satisfactory to each First Lien Agent, that each First Lien Claimholder with respect to such Additional First Lien Obligations or Replacement Obligations, as applicable, will be subject to and bound by the provisions of this Agreement.

Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Agent or Replacement Agent, in each case, in accordance with this Section 5.18, each other First Lien Agent shall acknowledge such receipt thereof by countersigning a copy thereof, subject to the terms of this Section 5.18 and returning the same to such Additional First Lien Agent or Replacement Agent, as applicable; provided that the failure of any First Lien Agent to so acknowledge or return shall not affect the status of such debt as Additional First Lien Obligations or Replacement Obligations, as applicable, if the other requirements of this Section 5.18 are complied with.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

JOINDER NO. [] dated as of [], 20[ ] (the “Joinder Agreement”) to the FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of [ ], 2025, (the “Pari Passu Intercreditor Agreement”), among ACQUIOM AGENCY SERVICES LLC, as the Initial First Lien Agent, [__________], as the Initial Additional First Lien Agent, and the other First Lien Agents from time to time party thereto, and acknowledged and agreed to by Zapata Computing Holdings Inc., a Delaware corporation (“SPA Borrower”), Zapata Computing, Inc., a Delaware corporation and [wholly-owned] Subsidiary of SPA Borrower (“NPA Borrower” and together with the SPA Borrower, the “Borrowers”), and the other Grantors signatory thereto.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Pari Passu Intercreditor Agreement.

B. As a condition to the ability of the Borrowers to incur [Additional First Lien Obligations][Replacement Obligations] the [Additional First Lien Agent][Replacement Agent] in respect thereof is required to become a First Lien Agent and the First Lien Claimholders in respect thereof are required to become subject to and bound by, the Pari Passu Intercreditor Agreement. Section 5.1 of the Pari Passu Intercreditor Agreement provides that such [Additional First Lien Agent][Replacement Agent] may become a First Lien Agent and such Additional First Lien Claimholders may become subject to and bound by the Pari Passu Intercreditor Agreement, pursuant to the execution and delivery by the [Additional First Lien Agent][Replacement Agent] of an instrument in the form of this Joinder Agreement and the satisfaction of the other conditions set forth in Section 5.1 of the Pari Passu Intercreditor Agreement. The undersigned [Additional First Lien Agent] [Replacement Agent] (the “New Agent”) is executing this Joinder Agreement in accordance with the requirements of the Pari Passu Intercreditor Agreement.

SECTION 1. In accordance with Section 5.18 of the Pari Passu Intercreditor Agreement, (i) the New Agent by its signature below becomes a First Lien Agent under, and the related First Lien Claimholders become subject to and bound by, the Pari Passu Intercreditor Agreement with the same force and effect as if the New Agent had originally been named therein as a First Lien Agent, and hereby agrees to all the terms and provisions of the Pari Passu Intercreditor Agreement applicable to it as First Lien Agent and First Lien Claimholders, respectively.

SECTION 2. The New Agent represents and warrants to each other First Lien Agent and the other First Lien Claimholders, individually, that (i) it has full power and authority to enter into this Joinder Agreement, in its capacity as [agent][trustee], (ii) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and (iii) the First Lien Documents relating to such [Additional First Lien Obligations][Replacement Obligations] provide that, upon the New Agent’s entry into this Joinder Agreement, the First Lien Claimholders represented by it will be subject to and bound by the provisions of the Pari Passu Intercreditor Agreement.

SECTION 3. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder Agreement shall become effective when each First Lien Agent shall have received a counterpart of this Joinder Agreement that bears the signatures of the New Agent. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission or other electronic means shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.

SECTION 4. Except as expressly supplemented hereby, the Pari Passu Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE U.C.C. RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS).

SECTION 6. Any provision of this Joinder Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Pari Passu Intercreditor Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.10 of the Pari Passu Intercreditor Agreement. All communications and notices hereunder to the New Representative and the New Collateral Agent shall be given to them at their respective addresses set forth below their signatures hereto.

SECTION 8. Section 5.8 and Section 5.9 of the Pari Passu Intercreditor Agreement are hereby incorporated herein by reference.

IN WITNESS WHEREOF, the New Agent has duly executed this Joinder Agreement to the Pari Passu Intercreditor Agreement as of the day and year first above written.

Reference is made to the First Lien Pari Passu Intercreditor Agreement dated as of ___________, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Pari Passu Intercreditor Agreement”) among ACQUIOM AGENCY SERVICES LLC, as the Initial First Lien Agent, [__________], as the Initial Additional First Lien Agent, and the other First Lien Agents from time to time party thereto, and acknowledged and agreed to by Zapata Computing Holdings Inc., a Delaware corporation (“SPA Borrower”), Zapata Computing, Inc., a Delaware corporation and [wholly-owned] Subsidiary of SPA Borrower (“NPA Borrower” and together with the SPA Borrower, the “Borrowers”), and the other Grantors signatory thereto. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Pari Passu Intercreditor Agreement. This Debt Designation is being executed and delivered in order to designate [Additional First Lien Debt][a replacement of the Initial First Lien Credit Agreement (as contemplated by the definition of “Discharge of Initial First Lien Obligations” set forth in the Pari Passu Intercreditor Agreement)] entitled to the benefit and subject to the terms of the Pari Passu Intercreditor Agreement.

The undersigned, the duly appointed [specify title] of the [Borrowers] hereby certifies on behalf of the [Borrowers] that:

(a)[insert name of the applicable Borrower or other Grantor] intends to incur Indebtedness in the initial aggregate [principal/committed amount] of [ ] pursuant to the following agreement: [describe credit agreement, indenture, other agreement giving rise to the applicable Additional First Lien Debt or replacement Initial First Lien Credit Agreement] (“New Agreement”) which will be [Additional First Lien Obligations][Replacement Obligations] under the Pari Passu Intercreditor Agreement;

(b)the name and address of the [Additional First Lien Representative] [Replacement Agent] for the New Agreement is:

(c)such [Additional First Lien Debt][Replacement Obligations] is permitted by each First Lien Document and the conditions set forth in Section 5.18 of the Pari Passu Intercreditor Agreement are satisfied with respect to such [Additional First Lien Debt][Replacement Obligations] [insert for replacement Credit Agreements only: ; and

(d)the New Agreement is hereby designated as the “Initial First Lien Credit Agreement” for purposes of the Pari Passu Intercreditor Agreement].

IN WITNESS WHEREOF, the Borrowers have caused this Debt Designation to be duly executed by the undersigned officer as of ___________________, 20____.

GRANTOR JOINDER AGREEMENT NO. [ ] “this “Grantor Joinder Agreement”) dated as of [ ], 20[ ] to the PARI PASSU INTERCREDITOR AGREEMENT dated as of [ ], 2025 (the “Pari Passu Intercreditor Agreement”), among ACQUIOM AGENCY SERVICES LLC, as the Initial First Lien Agent, [__________], as the Initial Additional First Lien Agent, and the other First Lien Agents from time to time party thereto, and acknowledged and agreed to by Zapata Computing Holdings Inc., a Delaware corporation (“SPA Borrower”), Zapata Computing, Inc., a Delaware corporation and [wholly-owned] Subsidiary of SPA Borrower (“NPA Borrower” and together with the SPA Borrower, the “Borrowers”), and the other Grantors signatory thereto.

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Pari Passu Intercreditor Agreement.

The undersigned, [______________], a [________________], (the “New Grantor”) wishes to acknowledge and agree to the Pari Passu Intercreditor Agreement and become a party thereto to the limited extent contemplated by Section 5.17 thereof and to acquire and undertake the rights and obligations of a Grantor thereunder.

Accordingly, the New Grantor agrees as follows for the benefit of the First Lien Agents and the First Lien Claimholders:

Section 1. Accession to the Pari Passu Intercreditor Agreement. The New Grantor (a) acknowledges and agrees to, and becomes a party to the Pari Passu Intercreditor Agreement as a Grantor to the limited extent contemplated by Section 5.17 thereof, (b) agrees to all the terms and provisions of the Pari Passu Intercreditor Agreement and (c) shall have all the rights and obligations of a Grantor under the Pari Passu Intercreditor Agreement. This Grantor Joinder Agreement supplements the Pari Passu Intercreditor Agreement and is being executed and delivered by the New Grantor pursuant to Section 5.17 of the Pari Passu Intercreditor Agreement.

Section 2. Representations, Warranties and Acknowledgement of the New Grantor. The New Grantor represents and warrants to each First Lien Agent and to the First Lien Claimholders that (a) it has full power and authority to enter into this Grantor Joinder Agreement, in its capacity as Grantor and (b) this Grantor Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Grantor Joinder Agreement.

Section 3. Counterparts. This Grantor Joinder Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Grantor Joinder Agreement or any document or instrument delivered in connection herewith by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Grantor Joinder Agreement or such other document or instrument, as applicable.

Section 4. Section Headings. Section heading used in this Grantor Joinder Agreement are for convenience of reference only and are not to affect the construction hereof or to be taken in consideration in the interpretation hereof.

Section 5. Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the Pari Passu Intercreditor Agreement subject to any limitations set forth in the Pari Passu Intercreditor Agreement with respect to the Grantors.

Section 6. Governing Law. THIS GRANTOR JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS GRANTOR JOINDER AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE U.C.C. RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS).

Section 7. Severability. In case any one or more of the provisions contained in this Grantor Joinder Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Pari Passu Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 8. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 5.10 of the Pari Passu Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature hereto, which information supplements Section 5.10 of the Pari Passu Intercreditor Agreement.

IN WITNESS WHEREOF, the New Grantor has duly executed this Grantor Joinder Agreement to the Pari Passu Intercreditor Agreement as of the day and year first above written.

Delaware		001-41218		98-1578373
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
4.1	Form of Note				Filed
4.2	Form of Warrant				Filed
10.1	Form of Conversion Agreement*				Filed
10.2	Form of Securities Purchase Agreement*				Filed
10.3	Form of Consent Agreement*				Filed
10.4	Form of Universal Resale and Registration Provisions*				Filed
10.5	Form of Security Agreement*				Filed
10.6	Form of Intercreditor Agreement				Filed
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)				Filed

	ZAPATA COMPUTING HOLDINGS, INC.

	By:	/s/ Sumit Kapur
		Sumit Kapur, Chief Executive Officer

	DEBTOR:

	ZAPATA COMPUTING HOLDINGS INC.

	By:
	Name:	Sumit Kapur
	Title:	Chief Executive Officer

	Address:	6 Liberty Square # 2488
		Boston, MA 02109
		Email: sumit.kapur@zapata.ai

	GUARANTORS:

	ZAPATA COMPUTING, INC.


	By:
	Name:	Sumit Kapur
	Title:	Chief Executive Officer

	Address:	6 Liberty Square # 2488
		Boston, MA 02109
		Email: sumit.kapur@zapata.ai

	ZAPATA GOVERNMENT SERVICES, INC.


	By:
	Name:	Sumit Kapur
	Title:	Chief Executive Officer

	Address:	6 Liberty Square # 2488
		Boston, MA 02109
		Email: sumit.kapur@zapata.ai

	SECURED PARTY:
	ACQUIOM AGENCY SERVICES LLC

	By:
	Name:
	Title:
	Address:

		Page
Article I. DEFINITIONS		2

Section 1.1	Certain Defined Terms	2
Section 1.2	Usages.	9

Article II. PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL		10

Section 2.1	Priority of Claims	10
Section 2.2	Actions with Respect to Shared Collateral; Prohibition on Contesting Liens	12
Section 2.3	No Interference; Payment Over; Exculpatory Provisions	13
Section 2.4	Automatic Release of Liens	13
Section 2.5	Certain Agreements with Respect to Insolvency or Liquidation Proceedings	14
Section 2.6	Reinstatement	15
Section 2.7	Insurance and Condemnation Awards	15
Section 2.8	Refinancings	15
Section 2.9	Gratuitous Bailee/Agent for Perfection	16
Section 2.10	Amendments to First Lien Collateral Documents	16

Article III. EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS		17

Article IV. THE APPLICABLE AGENT		17

Section 4.1	Authority	17
Section 4.2	Power-of-Attorney	18

Article V. MISCELLANEOUS		18

Section 5.1	Conflicts	18
Section 5.2	No Waivers; Remedies Cumulative; Integration	18
Section 5.3	Effectiveness; Severability; Termination	19
Section 5.4	Modifications Of This Agreement	19
Section 5.5	Information Concerning Financial Condition of Borrowers and their Subsidiaries	19
Section 5.6	No Reliance	19
Section 5.7	No Warranties; Independent Action	19
Section 5.8	Applicable Law; Jurisdiction; Service	20
Section 5.9	Waiver Of Jury Trial	20

		21
Section 5.10	Notices	21
Section 5.11	Further Assurances	21
Section 5.12	Successors And Assigns	21
Section 5.13	Authorization	21
Section 5.14	No Third-Party Beneficiaries	21
Section 5.15	No Indirect Actions	21
Section 5.16	Counterparts	22
Section 5.17	Original Grantors; Additional Grantors	22
Section 5.18	Additional First Lien Obligations2	22

Exhibit A	-	Form of Joinder Agreement (Additional First Lien Debt / Replacement Credit Agreement)
Exhibit B	-	Form of Additional First Lien Debt / Replacement Credit Agreement Designation
Exhibit C	-	Form of Joinder Agreement (Additional Grantors)

	ACQUIOM AGENCY SERVICES LLC, as Initial First Lien Agent
	By:
		Name:
		Title:
		_________________
		_________________
		_________________
		_________________

	____________________ as the Prior Holder

	By:
		Name:
		Title:





	ACQUIOM AGENCY SERVICES LLC, as Initial Additional First Lien Agent
	By:
		Name:
		Title:

	[NAME OF NEW AGENT], as [ ] for the holders of [ ],
	By:
		Name:
		Title:
	Address for notices:



	attention of:
	Telecopy:

	[ ], as Initial First Lien Agent
	By:
		Name:
		Title:
	[ ], as Initial Additional Agent
	By:
		Name:
		Title:

Cover	Jun. 12, 2025
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 12, 2025
Entity File Number	001-41218
Entity Registrant Name	ZAPATA COMPUTING HOLDINGS, INC.
Entity Central Index Key	0001843714
Entity Tax Identification Number	98-1578373
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Zapata Computing Inc.
Entity Address, Address Line Two	6 Liberty Square
Entity Address, Address Line Three	#2488
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	(857)
Local Phone Number	367-9002
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	100 Federal Street
Entity Address, Address Line Two	Floor 20
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02110