Zapata Quantum, Inc.

SECTION 7.01. Proxy Statement; Registration Statement.

(a) As promptly as practicable after the execution of this Agreement and Parent’s receipt of the PCAOB Financials from the Company, (i) Parent shall prepare, with the assistance of the Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement and the Consent Solicitation Statement, the “Registration Statement”) in connection with the registration under the Securities Act of the shares of New Parent Common Stock (A) to be issued to the Company Stockholders pursuant to this Agreement or (B) held by Parent Shareholders immediately prior to the Effective Time.

(b) Parent agrees to include provisions in the Proxy Statement and to take reasonable action related thereto, with respect to (1) the adoption and approval of the Merger and this Agreement as a Business Combination (as defined in the Parent MAA) (the “Transaction Proposal”), (2) the adoption and approval of the Domestication (the “Domestication Proposal”), (3) the adoption and approval of the governing documents of Parent contemplated by the Post-Closing Parent Certificate of Incorporation (the “Charter Proposal”), (4) to the extent required by NYSE listing rules, the approval of the issuance of the New Parent Common Stock as contemplated by this Agreement (the “Parent Stock Proposal”), (5) the adoption and approval of the Equity Plan and the ESPP (the “Equity Plans Proposal”), (6) adjournment of the Parent Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (the “Adjournment Proposal”), and (7) the approval of any other proposals the parties deem necessary to effectuate the Transactions (the “Additional Proposal” and together with the Transaction Proposal, the Domestication Proposal, the Charter Proposal, the Parent Stock Proposal, the Equity Plans Proposal and the Adjournment Proposal, the “Proposals”).

(c) Each of Parent and the Company shall furnish all information concerning it as may be reasonably requested by the other party in connection with such actions and the preparation of the Proxy Statement and

Registration Statement. Parent and the Company each shall use their reasonable best efforts to (i) cause the Registration Statement when filed with the SEC to comply in all material respects with the rules and regulations promulgated by the SEC, (ii) respond as promptly as reasonably practicable to resolve all comments received from the SEC concerning the Registration Statement, (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and (iv) to keep the Registration Statement effective as long as is necessary to consummate the Merger. As promptly as practicable after the Registration Statement is declared effective under the Securities Act, Parent shall cause the Proxy Statement to be mailed to the Parent Shareholders. Each of Parent and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement.

(d) Parent and the Company each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the New Parent Common Stock to be issued or issuable to the Company Stockholders in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or written or oral comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the other parties with copies of any such written comments. Each of Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto, and shall give the other parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff.

(e) If, at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

(f) If, at any time prior to the Effective Time, any event or circumstance relating to the Company, or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.