WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • July 6th, 2022 • Rigetti Computing, Inc. • Blank checks • New York
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
