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”).
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”).
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
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”).
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”).
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”).
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”).
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.
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.
MANUFACTURING AGREEMENT Between RIGETTI & CO, INC. and SPARQTRON CORPORATIONManufacturing Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks • California
This manufacturing agreement (“Agreement”) is entered into on 28. MAY, 2020 (the “Effective Date”) by and between RIGETTI & CO, INC. (“Buyer”), a Delaware corporation, with its principal place of business at 2919 Seventh Street, Berkeley, CA 94710 and Sparqtron Corporation (“Seller”), a California corporation, with its principal place of business at 5079 Brandin Ct., Fremont, Califorina, CA94538, USA. Seller and Buyer are referred to collectively as the “Parties”, individually as a “Party”.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), made as of October 21, 2021 (the “First Amendment Effective Date”), is made among RIGETTI & CO, INC., a Delaware corporation, (“Borrower”), and TRINITY CAPITAL INC., a Maryland corporation (“Lender”).
LEASE AGREEMENTLease Agreement • December 20th, 2021 • Supernova Partners Acquisition Co II, Ltd. • Blank checks
THIS LEASE AGREEMENT is made this 9th day of August, 2016, between PROLOGIS LIMITED PARTNERSHIP I (“Landlord”), and the Tenant named below.
