ZPTA · Zapata Quantum, Inc.

The grant of stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options shall vest in equal monthly increments over two years, with the first vesting date to occur on November 9, 2025, subject to continued service as a director of the Issuer on each applicable vesting date and the execution of the Issuer's Stock Option Agreement.

The grant of stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options shall vest in equal monthly increments over two years, with the first vesting date to occur on November 9, 2025, subject to continued service as a director of the Issuer on each applicable vesting date and the execution of the Issuer's Stock Option Agreement.

The grant of stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options shall vest in equal monthly increments over four years, with the first vesting date to occur on November 9, 2025, subject to continued employment with the Issuer on each applicable vesting date and the execution of the Issuer's Stock Option Agreement.

The grant of stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options shall vest in equal monthly increments over two years, with the first vesting date to occur on November 8, 2025, subject to continued service as a director of the Issuer on each applicable vesting date and the execution of the Issuer's Stock Option Agreement.

The shares of restricted stock vest in equal monthly installments over a two-year period.

The shares of restricted stock vest in equal monthly installments over a two-year period.

The reporting person purchased a convertible promissory note in the principal amount of $100,000 and an accompanying five-year warrant to purchase 1,250,000 shares of common stock, for a total purchase price of $100,000. The conversion price of the note and exercise price of the warrant are each $0.04 per share.

The reporting person purchased a convertible promissory note in the principal amount of $100,000 and an accompanying five-year warrant to purchase 1,250,000 shares of common stock, for a total purchase price of $100,000. The conversion price of the note and exercise price of the warrant are each $0.04 per share.

The reporting person purchased a convertible promissory note in the principal amount of $100,000 and an accompanying five-year warrant to purchase 1,250,000 shares of common stock, for a total purchase price of $100,000. The conversion price of the note and exercise price of the warrant are each $0.04 per share.

The reporting person purchased a convertible promissory note in the principal amount of $100,000 and an accompanying five-year warrant to purchase 1,250,000 shares of common stock, for a total purchase price of $100,000. The conversion price of the note and exercise price of the warrant are each $0.04 per share.

Pro rata distribution from Andretti Sponsor LLC, of which the reporting person is a member.

On July 18, 2024, the Reporting Person distributed the Common Stock and Warrants owned by it to its members, pro rata for no consideration.

Pro rata distribution from Andretti Sponsor LLC, of which the reporting person is a member.

On July 18, 2024, the Reporting Person distributed the Common Stock and Warrants owned by it to its members, pro rata for no consideration.

Restricted stock units convert into shares of common stock on a one-for-one basis.

The restricted stock units will vest in three equal installments, with 25,000 shares of common stock vesting on October 10, 2024, 25,000 shares of common stock vesting on January 10, 2025, and 25,000 shares vesting on the date of the 2025 annual meeting of the Issuer's stockholders.

Restricted stock units convert into shares of common stock on a one-for-one basis.

The restricted stock units will vest in three equal installments, with 25,000 shares of common stock vesting on October 10, 2024, 25,000 shares of common stock vesting on January 10, 2025, and 25,000 shares vesting on the date of the 2025 annual meeting of the Issuer's stockholders.

Restricted stock units convert into shares of common stock on a one-for-one basis.

The restricted stock units will vest in three equal installments, with 25,000 shares of common stock vesting on October 10, 2024, 25,000 shares of common stock vesting on January 10, 2025, and 25,000 shares vesting on the date of the 2025 annual meeting of the Issuer's stockholders.

Restricted stock units convert into shares of common stock on a one-for-one basis.

The restricted stock units will vest in three equal installments, with 25,000 shares of common stock vesting on October 10, 2024, 25,000 shares of common stock vesting on January 10, 2025, and 25,000 shares vesting on the date of the 2025 annual meeting of the Issuer's stockholders.

Restricted stock units convert into shares of common stock on a one-for-one basis.

The restricted stock units will vest in three equal installments, with 25,000 shares of common stock vesting on October 10, 2024, 25,000 shares of common stock vesting on January 10, 2025, and 25,000 shares vesting on the date of the 2025 annual meeting of the Issuer's stockholders.

Restricted stock units convert into shares of common stock on a one-for-one basis.

The restricted stock units will vest in three equal installments, with 25,000 shares of common stock vesting on October 10, 2024, 25,000 shares of common stock vesting on January 10, 2025, and 25,000 shares vesting on the date of the 2025 annual meeting of the Issuer's stockholders.

Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 378,057 shares of common stock of Private Zapata at a purchase price of $1.14 per share.

100% of the shares subject to the option are fully vested and exercisable.

Received in accordance with the terms of the Business Combination Agreement (the "Business Combination Agreement"), dated as of September 6, 2023, by and among Andretti Acquisition Corp., Tigre Merger Sub, Inc. and Zapata Computing, Inc. ("Private Zapata"), in exchange for 751,572 shares of common stock of Private Zapata.

Pursuant to the Business Combination Agreement, dated as of September 6, 2023, among the Issuer and certain other parties (the "Business Combination Agreement"), the Issuer's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), on a one-for-one basis upon the closing of the transactions contemplated by the Business Combination Agreement (the "Closing").

Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 75,000 shares of common stock of Private Zapata at a purchase price of $3.47 per share.

The option became or will become exercisable in equal annual installments over two years from September 16, 2022.

Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 75,000 shares of common stock of Private Zapata at a purchase price of $3.47 per share.

The option will become exercisable in equal annual installments over two years from July 13, 2023.

Received in connection with the Issuer's business combination (the "Merger") with Zapata Computing, Inc. ("Private Zapata"). In accordance with a Note Exchange Agreement, dated March 28, 2024, by and among Mr. Brown, the Issuer and Private Zapata, at the effective time of the Merger, Mr. Brown exchanged an outstanding Senior Secured Promissory Note between Mr. Brown and Private Zapata, with an aggregate principal amount, together with then-outstanding interest, of $150,000, for 34,744 shares of Common Stock, at a conversion price of $4.50 per share.

Mr. Brown is the record holder of such shares of common stock.

Pursuant to the Business Combination Agreement, dated as of September 6, 2023, among the Issuer and certain other parties (the "Business Combination Agreement"), the Issuer's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("common stock"), on a one-for-one basis upon the closing of the transactions contemplated by the Business Combination Agreement (the "Closing").

Andretti Sponsor LLC (the "Sponsor") is the record holder of such shares of common stock. Mr. Andretti, Mr. Sandbrook and Mr. Brown are members of the Sponsor and (together with other members of the Sponsor) share voting and investment discretion with respect to the shares of common stock held of record by the Sponsor. In addition, each of Mr. Andretti, Mr. Sandbrook and Mr. Brown may be entitled to distributions of common stock and private placement warrants from the Sponsor following the consummation of the initial business combination. Each of Mr. Andretti, Mr. Sandbrook and Mr. Brown disclaims any beneficial ownership of the securities held by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

The Issuer's Class B Ordinary Shares were convertible for the Issuer's Class A ordinary shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-254627) (the "Registration Statement") and had no expiration date. As described above, the Issuer's Class B Ordinary Shares were automatically converted into shares of Common Stock on a one-for-one basis upon the Closing.

Pursuant to the Business Combination Agreement, dated as of September 6, 2023, among the Issuer and certain other parties (the "Business Combination Agreement"), the Issuer's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), on a one-for-one basis upon the closing of the transactions contemplated by the Business Combination Agreement (the "Closing").

Received in accordance with the terms of the Business Combination Agreement (the "Business Combination Agreement"), dated as of September 6, 2023, by and among Andretti Acquisition Corp., Tigre Merger Sub, Inc. and Zapata Computing, Inc. ("Private Zapata"), in exchange for 14,375 shares of common stock of Private Zapata.

Pursuant to the Business Combination Agreement, dated as of September 6, 2023, among the Issuer and certain other parties (the "Business Combination Agreement"), the Issuer's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), on a one-for-one basis upon the closing of the transactions contemplated by the Business Combination Agreement (the "Closing").

Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 50,000 shares of common stock of Private Zapata at a purchase price of $1.84 per share.

The option became or will become exercisable over four years from January 26, 2021, with 25% vested on January 26, 2022 and the remainder vesting in equal monthly installments thereafter.

Pursuant to certain Non-Redemption Agreements among the Sponsor and certain other parties, upon the Closing the Sponsor transferred an aggregate of 652,214 shares of common stock to such other parties.

Andretti Sponsor LLC (the "Sponsor") is the record holder of such shares of common stock. Mr. Andretti, Mr. Sandbrook and Mr. Brown are members of the Sponsor and (together with other members of the Sponsor) share voting and investment discretion with respect to the shares of common stock held of record by the Sponsor. In addition, each of Mr. Andretti, Mr. Sandbrook and Mr. Brown may be entitled to distributions of common stock and private placement warrants from the Sponsor following the consummation of the initial business combination. Each of Mr. Andretti, Mr. Sandbrook and Mr. Brown disclaims any beneficial ownership of the securities held by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 23,125 shares of common stock of Private Zapata at a purchase price of $1.84 per share.

The option became or will become exercisable in equal monthly installments over four years from January 26, 2021.

Received in accordance with the terms of the Business Combination Agreement in exchange for an option to acquire 112,500 shares of common stock of Private Zapata at a purchase price of $2.46 per share.

The option became or will become exercisable in equal monthly installments over four years from October 1, 2021.

The Issuer's Class B Ordinary Shares were convertible for the Issuer's Class A ordinary shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-254627) (the "Registration Statement") and had no expiration date. As described above, the Issuer's Class B Ordinary Shares were automatically converted into shares of Common Stock on a one-for-one basis upon the Closing.

Pursuant to the Business Combination Agreement, dated as of September 6, 2023, among the Issuer and certain other parties (the "Business Combination Agreement"), the Issuer's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), on a one-for-one basis upon the closing of the transactions contemplated by the Business Combination Agreement (the "Closing").

Received in accordance with the terms of the Business Combination Agreement (the "Business Combination Agreement") dated as of September 6, 2023, by and among Andretti Acquisition Corp., Tigre Merger Sub, Inc. and Zapata Computing, Inc. ("Private Zapata"), in exchange for 110,805 shares of common stock of Private Zapata.

The Issuer's Class B Ordinary Shares were convertible for the Issuer's Class A ordinary shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-254627) (the "Registration Statement") and had no expiration date. As described above, the Issuer's Class B Ordinary Shares were automatically converted into shares of Common Stock on a one-for-one basis upon the Closing.

Pursuant to the Business Combination Agreement, dated as of September 6, 2023, among the Issuer and certain other parties (the "Business Combination Agreement"), the Issuer's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), on a one-for-one basis upon the closing of the transactions contemplated by the Business Combination Agreement (the "Closing").

Received in connection with Merger with Private Zapata. In accordance with a Note Exchange Agreement, dated March 28, 2024, by and among Mr. Andretti, the Issuer and Private Zapata, at the effective time of the Merger, Mr. Andretti exchanged an outstanding Senior Secured Promissory Note between Mr. Andretti and Private Zapata, with an aggregate principal amount, together with then-outstanding interest, of $1,601,369.86, for 370,923 shares of Common Stock, at a conversion price of $4.50 per share.

Mr. Andretti is the record holder of such shares of common stock.

The Issuer's Class B Ordinary Shares were convertible for the Issuer's shares of Class A ordinary shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-254627) (the "Registration Statement") and had no expiration date. As described above, the Issuer's Class B Ordinary Shares were automatically converted into shares of Common Stock on a one-for-one basis upon the Closing.

Pursuant to the Business Combination Agreement, dated as of September 6, 2023, among the Issuer and certain other parties (the "Business Combination Agreement"), the Issuer's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("common stock"), on a one-for-one basis upon the closing of the transactions contemplated by the Business Combination Agreement (the "Closing").

Andretti Sponsor LLC (the "Sponsor") is the record holder of such shares of common stock. Mr. Andretti, Mr. Sandbrook and Mr. Brown are members of the Sponsor and (together with other members of the Sponsor) share voting and investment discretion with respect to the shares of common stock held of record by the Sponsor. In addition, each of Mr. Andretti, Mr. Sandbrook and Mr. Brown may be entitled to distributions of common stock and private placement warrants from the Sponsor following the consummation of the initial business combination. Each of Mr. Andretti, Mr. Sandbrook and Mr. Brown disclaims any beneficial ownership of the securities held by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.