INDEMNITY AGREEMENTIndemnity Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made and entered into by and among Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), Supernova Partners II LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Supernova Partners Acquisition Company II, Ltd. Suite 300 PMB 1044 Washington, D.C. 20016Supernova Partners Acquisition Co II, Ltd. • February 10th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on December 22, 2020 by and between Supernova Partners II LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 1, 2021, is entered into by and between Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), and Supernova Partners II LLC, a Cayman Islands limited liability company (the “Purchaser”).
Rigetti Computing, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • December 11th, 2023 • Rigetti Computing, Inc. • Blank checks • New York
INDENTURE, dated as of [•], 20__, among Rigetti Computing, Inc., a Delaware corporation (the “Company”), and[TRUSTEE], as trustee (the “Trustee”):
RIGETTI COMPUTING, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 11th, 2023 • Rigetti Computing, Inc. • Blank checks • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between RIGETTI COMPUTING, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
Supernova Partners Acquisition Company II, Ltd. Suite 300 PMB 1044 Washington, D.C. 20016 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), J.P. Morgan Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and a fraction of one redeemable warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be
RIGETTI COMPUTING, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 11th, 2023 • Rigetti Computing, Inc. • Blank checks • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between RIGETTI COMPUTING, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
WARRANT AGREEMENT between SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated March 1, 2021Warrant Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 1, 2021, is by and between Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
RIGETTI COMPUTING, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 7th, 2022 • Rigetti Computing, Inc. • Blank checks • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of _________________, 20__ and is between Rigetti Computing, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Rigetti Computing, Inc., a Delaware corporation (the “Company”) (formerly known as Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company), Supernova Partners II LLC, a Cayman Islands limited liability company (the “Sponsor”), the Individual Holders (as defined below), certain former stockholders of Rigetti Holdings, Inc., a Delaware corporation (“Rigetti”), identified on the signature pages hereto, (such stockholders, the “Rigetti Holders” and, collectively with the Sponsor, the Individual Holders, the Rigetti Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Trustee”).
RIGETTI & CO, INC. A DELAWARE CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • January 14th, 2022 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • California
Unless otherwise defined herein, the terms defined in the 2013 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2022 • Rigetti Computing, Inc. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2022, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Rigetti Computing, Inc., a Delaware corporation (the “Company”).
SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD. 30,000,000 Units Underwriting AgreementSupernova Partners Acquisition Co II, Ltd. • March 4th, 2021 • Blank checks • New York
Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 30,000,000 units of the Company (the “Firm Units”) and, at the option of the Underwriters, up to an additional 4,500,000 units of the Company (the “Option Units”). The Firm Units and the Option Units are herein referred to as the “Units.”
Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. COMMON STOCK PURCHASE AGREEMENT Dated as of August 11, 2022 by...Common Stock Purchase Agreement • August 12th, 2022 • Rigetti Computing, Inc. • Blank checks • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of August 11, 2022 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Rigetti Computing, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 5th, 2023 • Rigetti Computing, Inc. • Blank checks • California
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT dated as of March 2, 2023 (“Agreement”) is by and between David Rivas (“Executive”) and RIGETTI COMPUTING, INC. (the “Company”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2022 • Rigetti Computing, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 2, 2022, is made and entered into by and among Rigetti Computing, Inc., a Delaware corporation (the “Company”) (formerly known as Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company), Supernova Partners II LLC, a Cayman Islands limited liability company (the “Sponsor”), the Individual Holders (as defined below), certain former stockholders of Rigetti Holdings, Inc., a Delaware corporation (“Rigetti”), identified on the signature pages hereto, (such stockholders, the “Rigetti Holders” and, collectively with the Sponsor, the Individual Holders, the Rigetti Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 6th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
COMPANY HOLDERS SUPPORT AGREEMENTCompany Holders Support Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • Delaware
This Company Holders Support Agreement (this “Agreement”), dated as of October 6, 2021, is entered into by and among Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company which shall domesticate as a Delaware corporation prior to the Closing in accordance with the Merger Agreement (such entity, including the continuing corporation, “Acquiror”), Rigetti Holdings, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”, and Acquiror, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 6th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of October 6, 2021, by and among Supernova Partners II LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company which shall domesticate as a Delaware corporation prior to the Closing in accordance with the Merger Agreement (such entity, including the continuing corporation, “Acquiror”), and Rigetti Holdings, Inc., a Delaware corporation (the “Company” and collectively with the Sponsors and Acquiror, the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 1, 2021 by and between Supernova Partners Acquisition Company II, Ltd., a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and among SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD., SUPERNOVA MERGER SUB, INC., SUPERNOVA ROMEO MERGER SUB, LLC AND RIGETTI HOLDINGS, INC. dated as of OCTOBER 6, 2021Agreement and Plan of Merger • October 6th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • Delaware
I, THE UNDERSIGNED, being the Sole Incorporator herein before named, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this [☐] day of [☐], 2021.
GUARANTY between RIGETTI HOLDINGS INC. and TRINITY CAPITAL INC. dated as of January 27, 2022Supernova Partners Acquisition Co II, Ltd. • February 8th, 2022 • Blank checks • California
This GUARANTY (this “Agreement”), dated as of January 27, 2022, is made by and among RIGETTI HOLDINGS INC., a Delaware corporation (the “Guarantor”) and TRINITY CAPITAL INC., a Maryland corporation (the “Lender”).
Rigetti Computing, Inc.Rigetti Computing, Inc. • May 11th, 2023 • Blank checks
As you know, your employment with Rigetti Computing, Inc. (the “Company”) is terminated effective March 27, 2023 (the “Separation Date”), and we desire to resolve any and all issues relating to your employment and the conclusion of your employment with the Company amicably and on mutually satisfactory terms. Accordingly, this letter sets forth the terms of the separation agreement (the “Agreement”) the Company is offering you to reach an amicable separation.
QXBRANCH, INC.Nonqualified Stock Option Grant Agreement • June 10th, 2022 • Rigetti Computing, Inc. • Blank checks • Delaware
This Nonqualified Stock Option Grant Agreement (the “Agreement”), dated as of (the “Date of Grant”), is delivered by QxBranch, Inc. (the “Company”) to (the “Grantee”).
Rigetti Computing, Inc. Shares of Common Stock SALES AGREEMENTSales Agreement • March 15th, 2024 • Rigetti Computing, Inc. • Blank checks
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), made as of May 18, 2021 (the “First Amendment Effective Date”), is made among RIGETTI & CO, INC., a Delaware corporation, (“Borrower”), and TRINITY CAPITAL INC., a Maryland corporation (“Lender”).
December 1, 2022 Rick DanisEmployment Agreement • December 2nd, 2022 • Rigetti Computing, Inc. • Blank checks • Washington
You have agreed to serve as Interim President and Chief Executive Officer (“Interim CEO”) of Rigetti Computing, Inc. (the “Company”) during the Company’s search for a successor Chief Executive Officer. This letter agreement (the “Agreement”) sets forth the terms of your employment as the Company’s Interim CEO.
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • July 6th, 2022 • Rigetti Computing, Inc. • Blank checks • New York
LOAN AND SECURITY AGREEMENT DATED AS OF March 10, 2021 Between TRINITY CAPITAL INC. and RIGETTI & CO, INC.Loan and Security Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • California
THIS LOAN AND SECURITY AGREEMENT is made as of March 10, 2021 (the “Closing Date”), by and between TRINITY CAPITAL INC., a Maryland corporation (“Lender”), with its principal office at 3075 W. Ray Road, Suite 525, Chandler, AZ 85226, and RIGETTI & CO, INC., a Delaware corporation (“Borrower”), with offices at 775 Heinz Avenue, Berkeley, CA 94710.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 28th, 2022 • Supernova Partners Acquisition Co II, Ltd. • Blank checks
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), made as of January 27, 2022 (the “Third Amendment Effective Date”), is made among RIGETTI & CO, LLC (as successor-in-interest to RIGETTI & CO, INC.), a Delaware limited liability company, (“Borrower”), and TRINITY CAPITAL INC., a Maryland corporation (“Lender”).
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK of RIGETTI COMPUTING, INC. Dated as of June 30, 2022 Void after the date specified in Section 7Merger Agreement • July 6th, 2022 • Rigetti Computing, Inc. • Blank checks • Delaware
THIS CERTIFIES THAT, for value received, Ampere Computing LLC, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Rigetti Computing, Inc., a Delaware corporation (the “Issuer”), shares of the Issuer’s Common Stock, $0.0001 par value per share (the “Warrant Shares”) or such other securities or property issuable in respect of a Reorganization or in connection with a Reclassification, including the Public Company Shares (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Warrant Subscription Agreement, dated as of October 6, 2021, by and among the Issuer and the purchasers described therein (as amended, the “Subscription Agreement
ContractSupernova Partners Acquisition Co II, Ltd. • December 20th, 2021 • Blank checks • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.5 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 23rd, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • Delaware
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of December 23, 2021 (the “First Amendment Date”), is made and entered into by and among SUPERNOVA PARTNERS ACQUISITION COMPANY II, LTD., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), SUPERNOVA MERGER SUB, INC., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“First Merger Sub”), SUPERNOVA ROMEO MERGER SUB, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Acquiror (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and Rigetti Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Merger Agreement.
