8-K - ZPTA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

SecuritiesExchange Act of 1934

Date of Report (date of earliest event reported): October 22, 2025

ZAPATA QUANTUM, INC.

(Exact name of registrant as specified in charter)

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

6 LibertySquare

, #2488

Boston, MA 02109

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (857) 367-9002

(Former Name and Former Address)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).

Emerging growth company ☒

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. ¨

Item1.01 Entry into a Material Definitive Agreement.

On October 22, 2025, Zapata Quantum, Inc. (the “Company”) entered into Forbearance Agreement with a third party creditor dated October 22, 2025 (the “Agreement”). Under the Agreement, the parties agreed that $1,583,464 of outstanding invoices owed to the creditor would be extinguished and replaced with a contingent obligation conditioned on the occurrence of certain specified events (the “Contingent Obligation”), and the creditor agreed to temporarily forbear seeking collection of the remaining $1,583,464 of outstanding invoices owed to the creditor (the “Remaining Amount,” and together with the Contingent Obligation, the “Obligations”). Under the Agreement, beginning on May 1, 2025 and continuing until the creditor has received payment in full of the Obligations, any portion of the Obligations remaining unpaid will accrue a late charge of 0.8% per month.

The creditor agreed to forbear until, and the Company agreed to repay the Remaining Amount, upon the occurrence of certain enumerated events set forth in the Agreement. The Contingent Obligation, together with all accrued interest thereon, becomes payable upon the occurrence of certain enumerated events set forth in the Agreement.

The foregoing description of the terms of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a form of which is filed as Exhibit 10.1 of this Current Report and is incorporated herein by reference.

Item 3.02 Unregistered Sales of EquitySecurities.

From October 22, 2025 through the date of this Current Report on Form 8-K, the Company entered into Securities Purchase Agreements (“SPA”) with accredited investors, pursuant to which the Company offered and sold 5,000 shares of the Company’s Series A Convertible Preferred Stock (the “Series A”) at a purchase price of $100 per share for total gross proceeds of $500,000. The transactions were exempt from registration Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

The foregoing description of the terms of the SPA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a form of which is filed as Exhibit 10.2 of this Current Report and is incorporated herein by reference.

Item 5.03 Amendments to Articlesof Incorporation or Bylaws; Change in Fiscal Year.

On October 23, 2025, the Company filed the Certificate of Designations of Preferences, Rights and Limitations (the “Certificate of Designations”) of the Series A with the Delaware Secretary of State designating and authorizing the issuance of up to 15,000 shares of Series A. The material terms of the Series A are summarized as follows.

Each share of Series A is convertible into 1,000 shares of common stock of the Company at the election of the holder, subject to certain adjustments and to beneficial ownership limitations. Each share of Series A shall be entitled to vote with the Company’s common stock on an as-converted basis, subject to beneficial ownership limitations. All shares of capital stock of the Company, both common stock and any other series of preferred stock, shall be junior in rank to all shares of Series A with respect to payments upon the liquidation, dissolution, and winding up of the Company.

The foregoing description of the Certificate of Designations does not purport to be complete, and is qualified in its entirety by the complete text of the Certificate of Designations, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements andExhibits

(d) Exhibits

Exhibit	Description
4.1	Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock
10.1	Form of Forbearance Agreement*
10.2	Form of Securities Purchase Agreement*
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)
* Certain schedules, appendices and exhibits<br> 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<br> will be furnished supplementally to the Securities and Exchange Commission staff upon request.
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SIGNATURE

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.

Date: October 28, 2025

ZAPATA QUANTUM, INC.
By:	/s/ Sumit Kapur
	Sumit Kapur, Chief Executive Officer

Exhibit 4.1

CERTIFICATEOF DESIGNATIONS OF PREFERENCES,

RIGHTSAND LIMITATIONS

SERIESA CONVERTIBLE PREFERRED STOCK

ZAPATACOMPUTING HOLDINGS INC.

The undersigned, Sumit Kapur, Chief Executive Officer of Zapata Computing Holdings Inc., a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY that, pursuant to Section 151(g) of the Delaware General Corporation Law and the Corporation’s Certificate of Incorporation, the following resolution was duly adopted by the Board of Directors of the Corporation on October 20, 2025;

WHEREAS, the Board of Directors is authorized within the limitations and restrictions stated in the Certificate of Incorporation of the Corporation, as amended, to provide by resolution or resolutions for the issuance of up to 10,000,000 shares of Preferred Stock, par value $0.0001 per share, of the Corporation in one or more series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof.

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of Preferred Stock and the number of shares constituting such series;

NOW, THEREFORE, BE IT RESOLVED:

Section 1. Designation and Authorized Shares. The Corporation shall be authorized to issue 15,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A”). Each share of Series A shall have a stated value of $100 (the “Stated Value”).

Section 2. Voting; Ranking; Liquidation Rights.

(a) Voting Rights. Subject to the Maximum Percentage (as defined below), each share of Series A shall be entitled to vote with the Corporation’s Common Stock, par value $0.0001 per share on an as-converted basis in addition to any rights it may have respect to the Series A.

(b) Ranking. All shares of capital stock of the Corporation, both common stock and any other series of Preferred Stock, shall be junior in rank to all shares of Series A with respect to payments upon the liquidation, dissolution, and winding up of the Corporation (collectively, the “Junior Stock”). The rights of all such shares of Junior Stock shall be subject to the rights, powers, preferences, and privileges of the Series A. For the avoidance of doubt, in no circumstance will Series A have any rights subordinate or otherwise inferior to the rights of shares of any Junior Stock.

(1) Preferential Payments to Holders of Series A. As a preference over all other capital stock of the Corporation, in the event of (a) any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, and (b) a Deemed Liquidation Event (as defined below), the holders of shares of Series A then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event , an amount per share of Series A equal to the greater of (i) the Stated Value per share of Series A, plus any accrued dividends, whether or not declared, together with any other dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of such Series A been converted into Common Stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amount payable pursuant to this sentence is referred to as the “Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A the full amount of the Liquidation Amount to which they shall be entitled under this Section 2(c)(i), the holders of shares of Series A shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(2) Deemed Liquidation Events. Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least two-thirds of the outstanding shares of Series A, voting together as a single class (the “RequisiteHolders”), elect otherwise by written notice sent to the Corporation at least 10 days prior to the effective date of any such event:

(i)	a<br> merger, consolidation, or statutory conversion in which

(A) the Corporation is a constituent party or

(B) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger, consolidation, or statutory conversion, except any such merger, consolidation or statutory conversion. involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger, consolidation, or statutory conversion, continue to represent, or are converted into or exchanged for shares of capital stock or other equity interests that represent, immediately following such merger, consolidation, or statutory conversion a majority, by voting power, of the capital stock or other equity interests of (1) the surviving or resulting corporation or entity; or (2) if the surviving or resulting corporation or entity is a wholly-owned subsidiary of another corporation or entity immediately following such merger, consolidation, or statutory conversion or, the parent corporation or entity of such surviving or resulting corporation or entity; or

(ii) a transaction requiring stockholder approval in which there is a sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly-owned subsidiary of the Corporation.

(3) Effecting a Deemed Liquidation Event*.* The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Section 2(c) unless the agreement or plan with respect to such transaction, or terms of such transaction (any such agreement, plan or terms, the “Transaction Document”), provide that the consideration payable to the stockholders of the Corporation in such Deemed Liquidation Event shall be allocated to the holders of capital stock of the Corporation in accordance with Section 2(c). The amount deemed paid or distributed to the holders of Series A of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, or other disposition shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders pursuant to such Deemed Liquidation Event. The value of such property, rights or securities shall be determined in good faith by the Corporation’s Board of Directors.

(4) Allocation of Escrow and Contingent Consideration*.* In the event of a Deemed Liquidation Event, if any portion of the consideration payable to the holders of the Series A of the Corporation is payable only upon satisfaction of contingencies (the “AdditionalConsideration”), the Transaction Document shall provide that (i) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of the Series A of the Corporation as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event; and (b) any Additional Consideration which becomes payable to the holders of the Series A of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of outstanding Series A of the Corporation after taking into account the previous payment of the Initial Consideration as part of the same transaction. Any consideration placed into escrow or retained as a holdback to be available for satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration.

Section 3. Conversion.

(a) Conversion Right*.* Each holder of Series A may, from time to time, convert any or all of such holder’s shares of Series A into fully paid and non-assessable shares of Common Stock in an amount equal to 1,000 shares of Common Stock (the “ConversionRatio”) for each share of Series A converted in accordance with the provisions of this Certificate of Designations of Preferences, Rights and Limitations (the “Certificate of Designations”) including Section 6.

(b) Conversion Procedure*.* In order to exercise the conversion privilege hereunder, the holder of any shares of Series A to be converted shall give written notice to the Corporation at its principal office that such holder elects to convert such shares of Series A or a specified portion thereof into shares of Common Stock as set forth in such notice. Within one Trading Day following the Corporation’s receipt of a written notice of conversion setting forth the number of shares of Series A being converted (the “Conversion Notice”) is delivered by the holder to the Corporation, the Corporation shall issue the number of shares of Common Stock determined pursuant to this Section 3, which shares of Common Stock may be certificated or in book entry form as the holder may elect. As used in this Section 3(b), “Trading Day” means a day on which the principal trading market for the Corporation’s Common Stock is open for business for at least four hours. In case of conversion hereunder of only a part of the shares of Series A held by the holder, the Corporation shall update its stock ledger for the Series A to reflect the holders’ shares of Series A which have not been converted. The Corporation shall pay all documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock issuable upon conversion of the Series A.

(i) The Corporation shall not effect the conversion of any portion of Series A, and the holders shall not have the right to convert any shares of Series A pursuant to the terms and conditions of this Certificate of Designations and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. “Attribution Parties” means, collectively, the following persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently or from time-to-time after the filing of this Certificate of Designations with the Delaware Secretary of State, directly or indirectly managed or advised by the holder’s investment manager or any of its affiliates or principals, (ii) any direct or indirect affiliates of the holder or any of the foregoing, (iii) any person acting or who could be deemed to be acting as a Group together with the holder or any of the foregoing and (iv) any other persons whose beneficial ownership of the Corporation’s Common Stock would or could be aggregated with the holder’s and the other Attribution Parties for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). “Group” means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder. For clarity, the purpose of the foregoing is to subject collectively the holder and all other Attribution Parties to the Maximum Percentage.

(ii) For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the holder and the other Attribution Parties shall include the number of shares of Common Stock held by the holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of this the Series A with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of the Series A beneficially owned by the holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Corporation (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(c). For purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of determining the number of outstanding shares of Common Stock the holder may acquire upon the conversion of the Series A without exceeding the Maximum Percentage, the holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Corporation’s most recent annual or periodic report on Form 10-K or 10-Q, Current Report on Form 8-K or other public filing with the Securities Exchange Commission, as the case may be, (y) a more recent public announcement by the Corporation or (z) any other written notice by the Corporation or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Corporation receives a conversion notice from a holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Corporation shall notify the holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such conversion notice would otherwise cause the holder’s beneficial ownership, as determined pursuant to this Section 3(c), to exceed the Maximum Percentage, the holder must notify the Corporation of a reduced number of shares of Common Stock to be issued pursuant to such conversion notice. For any reason at any time, upon the written or oral request of the holder, the Corporation shall within one Trading Day confirm orally and in writing or by electronic mail to the holder the number of shares of Common Stock then outstanding. “Trading Day” means a day on which the shares of Common Stock are traded on a Trading Market for at least 4.5 hours. “Trading Market” means any exchange operated by the Nasdaq Stock Market or the New York Stock Exchange, or the OTCQX, the OTCQB, or any other trading market operated by OTC Markets, or any successor of the foregoing exchanges or markets.

(iii) In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series A, by the holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the holder upon conversion of the Series A results in the holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the holder shall not have the power to vote or to sell or otherwise transfer the Excess Shares. Furthermore, the Corporation shall indemnify the holder, if the Holder suffers any damages, claims or losses as a result of Excess Shares being issued. Upon delivery of a written notice to the Corporation, the holder may from time to time increase (with such increase not effective until the 61^st^ day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61^st^ day after such notice is delivered to the Corporation and (ii) any such increase or decrease will apply only to the holder and the other Attribution Parties. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert the Series A pursuant to this Section 3(c) shall have any effect on the applicability of the provisions of this Section 3.(c) with respect to any subsequent determination of convertibility. The provisions of this Section 3(c) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(c) to the extent necessary to correct any provision which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(c) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3(c) may not be waived and shall apply to a successor holder of the Series A.

(d) Automatic Conversion Upon a Qualified Financing. In the event that the Corporation issues and sells any securities of the Corporation (not including the sale of the Series A) in a single transaction or series of related transactions to investors in a financing with aggregate gross proceeds to the Company of at least $5,000,000, then the outstanding Series A shall automatically convert in whole without any further action by the holders into Common Stock at the Conversion Ratio, subject to any adjustments under Section 6.

Section 4. Other Provisions.

(a) Reservation of Common Stock. The Corporation shall at all times reserve from its authorized Common Stock a sufficient number of shares to provide for conversion of all Series A from time to time outstanding.

(b) Record Holders. The Corporation and its Transfer Agent, if any, for the Series A may deem and treat the record holder of any shares of Series A as reflected on the books and records of the Corporation as the sole true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.

Section 5. Restriction and Limitations. Except as expressly provided herein or as required by law so long as any shares of Series A remain outstanding, the Corporation shall not, without the vote or written consent of the holders of at least a majority of the then outstanding shares of the Series A, take any action which would adversely and materially affect any of the preferences, limitations or relative rights of the Series A.

Section 6. Certain Adjustments.

(a) Stock Dividends and Stock Splits. If the Corporation shall, at any time while the Series A is outstanding: (A) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Corporation, each share of Series A and the Conversion Ratio shall be proportionately and equitably adjusted. Any adjustment made pursuant to this Section 6(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) Adjustment for Other Dividends and Distributions. If the Corporation shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of any class or series of capital stock other than the Series A, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (any, a “Distribution”), at any time after the issuance of the Series A, then, in each such case, the holders shall be entitled to participate in such Distribution to the same extent that the holders would have participated therein if the holders had held the number of shares of Common Stock acquirable upon complete exercise of the Series A(without regard to any limitations or restrictions on exercise of the Series A, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent that any holder’s right to participate in any such Distribution would result in the holders and the other Attribution Parties exceeding the Maximum Percentage, then the holders shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage to the extent of any such excess and the portion of such Distribution shall be held in abeyance for the benefit of such holders until such time or times, if ever, as its right thereto would not result in the holders and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the holders shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

(c) Adjustments for Reclassification, Exchange or Substitution. If the Common Stock at any time or from time-to-time while the Series A is outstanding shall be changed to the same or different number of shares or other securities of any class or classes of stock or other property, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 6(a) and (b) hereof), then, and in each event, an appropriate revision to the Conversion Ratio shall be made and provisions shall be made so that the holder shall have the right thereafter to convert the Series A into the kind and amount of shares of stock or other securities or other property receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Series A might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

(d) Fractional Shares. The Corporation shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round such fraction of a share of Common Stock up to the nearest whole share.

Section 7. Equal Treatment of Holders. No consideration (including any modification of this Certificate of Designations or related transaction document) shall be offered or paid to any person or entity to amend or consent to a waiver or modification of any provision of this Certificate of Designations or related transaction document unless the same consideration is also offered to all of holders of the outstanding shares of Series A. For clarification purposes, this provision constitutes a separate right granted to each holder by the Corporation and negotiated separately by each holder, and is intended for the Corporation to treat all holders of the Series A as a class and shall not in any way be construed as such holders acting in concert or as a group with respect to the purchase, disposition or voting of the Series A or otherwise.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designations this 20^th^ day of October, 2025.

By: /s/ Sumit Kapur____________

Name: Sumit Kapur

Title: Chief Executive Officer

Exhibit 10.1

FORBEARANCE AGREEMENT

This forbearance agreement (“Agreement”) is made by and between _____________ (“___”), a _____________, and Zapata Computing Holdings, Inc. (now known as Zapata Quantum, Inc.) (“Zapata”), a Delaware corporation, and is entered into as of October __, 2025 (“EffectiveDate”).

WHEREAS, ___ has rendered ___________ services as __________ (the “Services”) to Zapata pursuant to an engagement letter between ___ and Zapata, ______________ (the “Engagement Letter”) and the payment letter agreement _____________.

WHEREAS, overdue outstanding invoices for the Services total $3,166,926.75 as set forth in Exhibit A (collectively, the “Overdue Amount”);

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Zapata and ___ hereby agree as follows:

1. Zapata agrees that the Services were performed satisfactorily and in accordance with the terms of the Engagement Letter and are now complete. Zapata further confirms and acknowledges that it currently owes and is obligated to pay ___ the Overdue Amount under the terms of the Engagement Letter.

2. ___ agrees to extinguish 50% of the outstanding Overdue Amount in exchange for Zapata’s commitment to pay the Contingent Obligations defined below. Zapata will pay the remaining 50% of the Overdue Amount, being $1,583,463.38, (the “Remaining Overdue Amount”) subject to and in accordance with the terms set forth herein, and ___ agrees to temporarily forbear from exercising any of its rights and remedies under the Engagement Letter or applicable law with respect to seeking payment of the Remaining Overdue Amount subject to and in accordance with and subject to the terms set forth herein.

3. Beginning on May 1, 2025 and continuing until ___ has received payment in full of the Remaining Overdue Amount, any portion of the Remaining Overdue Amount remaining unpaid will accrue a late charge of the lesser of (a) 0.8% per month or (b) the highest rate applicable by law, in each case compounded monthly to the extent allowable by law.

4. Subject to the terms and conditions of this Agreement, ___ agrees to forbear from taking any steps to collect from Zapata the Remaining Overdue Amount or late charges accrued pursuant hereto during the period commencing on the Effective Date and terminating on the occurrence of any Forbearance Termination Event (as defined below) (the “Forbearance Period”).

5. The Forbearance Period will terminate and the Remaining Overdue Amount (plus the late charge accrued pursuant to paragraph 3 hereof), shall be due and payable within three business days in the event that Zapata and/or its affiliates (a) sells all, or substantially all, of its assets or business (through one or more transactions) or consummates any similar transaction or transactions; (b) sells an asset or assets (through one or more transactions), other than in the ordinary course of its business, which results in the payment and/or receipt of consideration with a value in the aggregate in excess of $35,000,000; (c) receives (through one or more transactions) in the aggregate in excess of $18,000,000 (the “Base Capital Raise Amount”) through the issuance of debt or equity securities or from the consummation of any similar transaction or transactions (whether by Zapata or its affiliates) (“Capital Raise Transaction”); (d) makes aggregate cash payments to either _________ or ________(or their affiliates, in either case) in excess of $1,000,000, or to any other individual creditor or other party (or their affiliates) in excess of $500,000, unless, in each case, Zapata also pays ___ an equivalent dollar amount of the excess over the applicable threshold (or such lesser amount as may then be outstanding) provided that this clause (d) shall not apply to fees, commissions, or expenses paid in connection with any Capital Raise Transaction; (e) pays a dividend or makes a similar payment or distribution to its equity holders; (f) pays in cash a bonus or makes a similar cash payment to any of its officers, other than sign-on, retention, annual performance or other similar bonus paid in the ordinary course of business not to exceed the lesser of 75% of annual base salary as to any officer or $100,000; (g) commences or becomes the subject of a case under title 11 of the United States Code or any similar insolvency proceeding or receivership; or (h) fails to abide by or observe any term, condition or other provision contained in this Agreement (each, an “ForbearanceTermination Event”).

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6. Zapata shall provide written notice to ___ of the occurrence of any Forbearance Termination Event no later than three (3) business days following such occurrence. Additionally, promptly upon the request of ___, Zapata shall provide to ___ documents and information reasonably sufficient for ___ to determine whether any Forbearance Termination Event may occur or may have occurred.

7. Notwithstanding the foregoing, in the event that Zapata and/or its affiliates enters into a Capital Raise Transaction which would constitute a Forbearance Termination Event under paragraph 4(c) above, then, if the amount received therefrom (together with all other amounts received in connection with any Capital Raise Transaction) is less than $35,000,000 (the “FullPayment Capital Raise Amount”), Zapata may elect to pay the Partial Payment (as defined below) to ___ by paying such amount within three (3) business days of such event. If Zapata timely makes the Partial Payment, then a Forbearance Termination Event shall be deemed not to have occurred with respect to such Capital Raise Transaction. The payment of any Partial Payment will be credited against the Remaining Overdue Amount; but, does not alter or affect Zapata’s obligation to pay the remaining amount of the Remaining Overdue Amount plus late charges upon the occurrence of any other Forbearance Termination Event.

8. For purposes of paragraph 6 hereof, the “Partial Payment” shall be determined by (i) calculating the percentage of the amount received in the Capital Raise Transactions in excess of the Base Capital Raise Amount relative to the difference between the Base Capital Raise Amount and the Full Payment Capital Raise Amount and (ii) multiplying the resulting percentage by the Remaining Overdue Amount (plus any late charge accrued pursuant to paragraph 2 hereof). An example of the calculation of the Partial Payment is set forth on Exhibit B hereto. In the event that more than two Capital Raise Transactions occur which do not result in Zapata receiving, in the aggregate, more than the Full Payment Capital Raise Amount, then the amount received in all Capital Raise Transactions will be added together to calculate a new Partial Payment which Zapata may elect to pay as set forth in paragraph 6 (less any previously paid Partial Payments). For the avoidance of doubt, following receipt of a Partial Payment by ___, the late charge will continue to accrue on the remaining unpaid portion of the Remaining Overdue Amount as set forth in paragraph 2 hereof.

9. Notwithstanding anything to the contrary herein, Zapata and ___ agree that in exchange for the extinguishment of 50% of the outstanding Overdue Amount, Zapata is hereby obligated to pay ___ the following contingent amounts (each, a “Contingent Obligation” and collectively the “Contingent Obligations”). Each Contingent Obligation shall accrue interest at the lesser of (a) 0.8% per month or (b) the highest rate applicable by law, in each case compounded monthly to the extent allowable by law, from May 1, 2025 until the applicable Contingent Obligation is paid in full, regardless of whether the Contingent Obligation has yet become due and payable.

a.	First Contingent Obligation. An amount equal to twenty-five percent (25%)<br>of the Overdue Amount, being $791,731,69, together with all accrued interest thereon, payable at the later of (i) the date twelve (12)<br>months following the closing date of the first Capital Raise Transaction that results in aggregate proceeds from all Capital Raise Transactions<br>equal to or exceeding the Base Capital Raise Amount or (ii) the date on which Zapata or any of its affiliates consummates one or more<br>Capital Raise Transactions resulting in the receipt of gross cash proceeds of at least forty-five million dollars ($45,000,000) in the<br>aggregate.
b.	Second Contingent Obligation. An additional amount equal to twenty-five<br>percent (25%) of the Overdue Amount, being $791,731,69, together with all accrued interest thereon, payable at the later of (i) the date<br>twelve (12) months following the closing date of the first Capital Raise Transaction that results in aggregate proceeds from all Capital<br>Raise Transactions equal to or exceeding the Base Capital Raise Amount or (ii) the date on which Zapata or any of its affiliates consummates<br>one or more Capital Raise Transactions resulting in the receipt of gross cash proceeds of at least fifty-five million dollars ($55,000,000)<br>in the aggregate.
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First Contingent Obligation. An amount equal to twenty-five percent (25%) of the Overdue Amount, being $791,731,69, together with all accrued interest thereon, payable at the later of (i) the date twelve (12) months following the closing date of the first Capital Raise Transaction that results in aggregate proceeds from all Capital Raise Transactions equal to or exceeding the Base Capital Raise Amount or (ii) the date on which Zapata or any of its affiliates consummates one or more Capital Raise Transactions resulting in the receipt of gross cash proceeds of at least forty-five million dollars ($45,000,000) in the aggregate.

Second Contingent Obligation. An additional amount equal to twenty-five percent (25%) of the Overdue Amount, being $791,731,69, together with all accrued interest thereon, payable at the later of (i) the date twelve (12) months following the closing date of the first Capital Raise Transaction that results in aggregate proceeds from all Capital Raise Transactions equal to or exceeding the Base Capital Raise Amount or (ii) the date on which Zapata or any of its affiliates consummates one or more Capital Raise Transactions resulting in the receipt of gross cash proceeds of at least fifty-five million dollars ($55,000,000) in the aggregate.

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10. For clarity, if the applicable financing threshold is not achieved, no obligation to pay the corresponding Contingent Obligation shall arise. Payment of each Contingent Obligation shall be made within three (3) business days of the date of the triggering event set forth above. Notwithstanding the foregoing, Zapata may, at its option, permanently extinguish each of the First and Second Contingent Obligation, at any time, by paying an amount equal to the principal amount of such Contingent Obligation (being twenty-five percent (25%) of the Overdue Amount, or $791,731.69 in respect of each such obligation), together with all accrued but unpaid interest thereon. Upon such payment, the corresponding Contingent Obligation shall be deemed satisfied in full and shall no longer be outstanding.

11. Except as expressly provided herein, Zapata hereby agrees that the Engagement Letter shall continue unchanged and in full force and effect, and all rights, powers, and remedies of ___ thereunder and under applicable law are hereby expressly reserved. Upon expiration of the Forbearance Period, all of ___’s rights and remedies under the Engagement Letter and at law and in equity shall be available without restriction or modification.

12. Any statute of limitations, statute of repose, laches period, contractual limitation on actions under the Engagement Letter, or other time-based or time-related defense, or any similar period of time within which to commence an action, whether at law, in equity, under statute, contract (including under the Engagement Letter) or otherwise provided for by law, in each case applicable to ___, and any failure of ___ to institute or commence litigation or other legal proceedings against ___ within some specified period, before a specified date, or before the happening of a specified event (“Timing Defense”) shall be tolled, suspended and shall not run during the Forbearance Period, and the Forbearance Period shall be excluded from, and not counted in, computing the running of time under any Timing Defense.

13. Zapata, by execution hereof and for other good and valuable consideration received from ___, the receipt and sufficiency of which are hereby acknowledged, hereby irrevocably and forever releases, acquits and discharges the __________ (as defined in Exhibit C) of and from any and all Claims (as defined in Exhibit C) which Zapata ever had, now has or hereafter can, shall or may have, for, upon, arising out of, by reason of, in connection with, or relating directly or indirectly to or, any and all ___________________ or other ___________ services heretofore provided or which is alleged should have been provided by ____________ (in each case, whether under the Engagement Letter or otherwise) to, on behalf of, or for the benefit of Zapata or its affiliates.

14. Zapata hereby covenants and agrees that it shall not hereafter commence, maintain or prosecute any Claim arising from any of the matters released herein against any __________, respectively or aid, cooperate or encourage any other person or entity to commence, maintain or prosecute any Claim arising from any of the matters released herein against any __________.

15. Except as expressly set forth herein, each of Zapata and ___ acknowledge and agree that this Agreement may not be construed as an admission or evidence of liability by any party whatsoever by either of them and shall not be construed or offered or received in evidence as an admission or concession of any liability or wrongdoing by either of them.

16. The contents, terms and substance of this Agreement shall be maintained as confidential by Zapata and shall not be disclosed or revealed to any person or entity by Zapata, except if (a) permitted by ___ in writing, (b) as may be required by law, or by court order, or in connection with the enforcement of this Agreement.

17. Zapata represents and warrants that (i) none of the Claims herein released has been conveyed, assigned, hypothecated, secured or in any manner transferred, in whole or in part, to any third party, and (ii) it has the full right and authority to execute and deliver this Agreement.

18. This Agreement, including the exhibits attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified except in a writing signed by both parties. Subject to each party’s compliance with this Agreement, the parties shall cooperate with each other (and their designees) as necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby. This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to its conflicts of law principles).

19. The parties understand and acknowledge that this Agreement applies to and includes all unknown or unsuspected consequences or results arising from or relating to the parties’ waiver of any and all rights under this Agreement.

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20. This Agreement may not be modified except by written agreement executed by each of Zapata and ___.

21. THE UNDERSIGNED ACKNOWLEDGE THAT THEY HAVE READ AND FULLY UNDERSTAND THE TERMS AND CONSEQUENCESOF THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THAT THEY HAVE SOUGHT THE ADVICE OF COUNSEL WITH RESPECT TO SAME.

Signature Page Follows

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IN WITNESS WHEREOF, Zapata and ___ have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

Zapata QUANTUM, Inc.<br><br><br><br><br><br><br><br><br><br><br><br>By:_____________________________<br><br><br><br>Name:<br><br><br><br><br><br><br>Title:<br><br><br><br>Date: October __, 2025	___________________________<br><br><br><br><br><br><br><br><br><br><br><br>By:_____________________________<br><br><br>Name:<br><br><br>Title:<br><br><br>Date: October __, 2025

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Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

ThisSecurities Purchase Agreement (“Agreement”) is made as of October ___, 2025, by and among Zapata Quantum, Inc., a Delaware corporation (the “Company”), and the persons and entities who sign this Agreement as purchasers of the Series A (as defined below) (individually a “Purchaser” and collectively the “Purchasers”).

RECITAL

WHEREAS, the Company has authorized the sale and issuance of shares of the Company’s Series A Convertible Preferred Stock (the “SeriesA”); 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 Shares 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:

AGREEMENT

1.	Purchase of Shares

1.1The Series A. 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 number of Series A in the amount set forth on such Purchaser’s signature page at a purchase price of $100.00 per share (each, an “InvestmentAmount”). Each share of Series A shall be convertible into 1,000 shares of the Company’s common stock.

2.	The Closing

2.1Closing Date. Subject to the satisfaction and/or waiver of the conditions set forth herein, the closing of the sale and issuance of the Series A 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 shares of Series A (the “Additional Shares”), with such Additional Shares to be issued in such additional closings (an “Additional Closing,” together with the Initial Closing, the “Closings” and each, a “Closing”). The Schedule of Purchasers to this Agreement shall be automatically updated to reflect the number of Additional Shares purchased at each such Additional Closing and the parties purchasing such Additional Shares.

2.2Delivery. At the Closing (i) each Purchaser shall deliver to the Company the Purchaser’s signature page to this Agreement and a check or wire transfer of funds to the Company in the amount of the Investment Amount; and (ii) the Company shall issue and deliver to each Purchaser the Company’s signature page to this Agreement and, as applicable, the Series A purchased by the Purchaser. In addition, the Company shall deliver to each Purchaser a certificate evidencing the shares of Series A purchased by such Purchaser, or evidence of book entry issuance.

3.	Representations, Warranties and Covenants of the Company

The Company hereby represents and warrants to each Purchaser as follows:

3.1Organization, 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.

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3.2Corporate Power. The Company will have at each Closing all requisite corporate power to execute and deliver this Agreement and to issue the Series A and to carry out and perform its obligations under the terms of this Agreement.

3.3Authorization. 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 Shares has been taken or will be taken prior to the issuance of the Series A. This Agreement, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with its 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 Series A, when issued in compliance herewith and the provisions of the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and the filing of the Certificate of Designations of Preferences, Rights and Limitations of the Series A with the Secretary of State of the State of Delaware, the Series A 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.

3.4Governmental 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 Series A shall have been obtained and will be effective at each Closing, except such as may be required under any state or federal securities laws.

3.5Non-Contravention. The execution and delivery by the Company of this Agreement and the performance and consummation of the transactions contemplated hereby, 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, 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.	Representations and Warranties of the Purchasers

4.1Organization; 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 this Agreement and otherwise to carry out its obligations hereunder.

4.2Purchase for Own Account. Each Purchaser represents that it is acquiring the Series A solely for the Purchaser’s own account and beneficial interest for investment and not for sale or with a view to distribution of the Series A 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.

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4.3Information 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 Series A, (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 Series A 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.

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

4.5Reliance on Exemptions. Each Purchaser understands that the Series A 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 Series A.

4.6Further 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 Series A unless and until:

**(a)**There is then in effect a registration statement under the Securities Act of 1933 (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 Series A were originally offered and sold or would itself require registration under the Securities Act or applicable state securities laws.

4.7Accredited Investor Status.

**(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.

**(b)**Each Purchaser represents and warrants that the Purchaser’s purchase price for the Series A 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.

4.8Validity; 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.

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4.9No 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.

4.10Further 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.**Universal Resale andRegistration Provisions. In addition, the Company and each Purchaser agree to be bound by and comply with the provisions set forth on Exhibit B hereto. By executing this Agreement, each Purchaser acknowledges and agrees that it is a Holder and the Series A 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 B.

6.	Legends.

6.1Acknowledgment. Each Purchaser understands that the Series A shall be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws, the Series As 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.

6.2Removal of Legends. Certificates evidencing Series A shall not be required to contain the legend set forth in Section 6.1 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 Series A 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 6.2 (such date, the “Legend Removal Date”), as directed by such Purchaser, either: (A) credit the applicable number of Series A , 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.

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6.3Conversion Procedures. The form of Notice of Conversion included in the Certificate of Designation sets forth the totality of the procedures required of the Purchasers in order to convert the Series A. The Company shall honor the conversions of the Series A and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents. “Underlying Shares”. means the shares of common stock issued and issuable upon conversion or redemption of the Series A and issued and issuable in lieu of the cash payment of dividends on the Series A in accordance with the terms of the Certificate of Designation.

7.	Miscellaneous

7.1Binding 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.

7.2Governing 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.

7.3Titles 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.

7.4Notices. 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.

7.5Amendment; Waiver. Any waiver of any provision of this Agreement must be in writing. Any amendment of this Agreement must be in writing signed by the Company and the applicable Purchasers.

7.6Finders 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.

7.7Delays 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 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.

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7.8Entire 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.

7.9Counterparts. 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.

[signaturepages follow]

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

COMPANY:

ZAPATAQUANTUM INC.

By:

Name: Sumit Kapur

Title: Chief Executive Officer

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

PURCHASER:

[FORENTITIES]

[●]

By:

Name:

Title:

Email address:

Address:

[FORINDIVIDUALS]

By:

Name:

Email address:

Address:

Investment:

Investment Amount	Number Shares of Series A:
**<br><br> <br>$______________**	**<br><br> <br>________________**

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