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”).
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 • October 6th, 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).
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.
