Deferred Payment Agreement, dated March 28, 2024, by and among Zapata Computing Holdings Inc. (f/k/a Andretti Acquisition Corp.), Andretti Sponsor LLC, Michael M. Andretti, William J. Sandbrook and William M. Brown

The following table reflects the total amounts including interest through March 28, 2024 that were due to each Lender at closing:

Sponsor

Willam J. Sandbrook

Michael M. Andretti

William M. Brown

Total

In connection with the Closing, the Company made payments to the Lenders as follows:

Sponsor

Willam J. Sandbrook

Michael M. Andretti

William M. Brown

total

With respect to the Sponsor, the amount that remains outstanding under its Note, including accrued interest thereon, shall be paid in substantially equal monthly installments starting no more than 30 days following the date that the registration statement on Form S-1 to be filed pursuant to the Purchase Agreement dated as of December 19, 2023 among the Company, Zapata and Lincoln Park Fund, LLC is declared effective by the SEC (the “Effectiveness Date”) such that all amounts owed are paid no later than December 31, 2024.

For each Lender other than the Sponsor, the remaining amount due, including accrued interest thereon, shall be paid in substantially equal installments over twelve (12) months commencing no later than 30 days after the Effectiveness Date.

For the avoidance of doubt, interest shall accrue on any unpaid balance of the Notes at a rate of 4.5% per annum in accordance with their terms.

By way of illustration, on the Closing Date Mr. Andretti had $1,177,843.08 outstanding under his Note:

$100,000 was repaid to Mr. Andretti at closing leaving $1,077,843.08 outstanding. This amount divided by 12 is $89,820.26.

the first installment of $89,820.26 plus accrued interest on that amount from the Closing Date though date of the first installment payment will be payable within 30 days of the Effectiveness Date,

the second installment of $89,820.26 plus accrued interest on that amount from the Closing Date closing through the date of the second installment payment (i.e. a month’s more interest than the previous payment),

with additional monthly installments to continue over twelve months as reflected in Schedule A attached hereto.

Except as specifically amended hereby, the Notes shall remain in full force and effect.

This Agreement may be executed in two or more counterparts (including facsimile or “pdf” counterparts), each of which shall be deemed an original, but all of which together than constitute on and the same instrument.

/s/ Christopher Savoie

/s/ William M. Brown

/s/ Michael Andretti

/s/ William Sandbrook

/s/ William Brown

Andretti Sponsor, LLC

Michael Andretti

Bill Sandbrook

Matt Brown