RIGETTI COMPUTING, INC. FORM
OF DEBT SECURITIES WARRANT AGREEMENT
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).
WHEREAS, the Company has entered into an indenture dated as of [] (the
Indenture), with [], as trustee (such trustee, and any successors to such trustee, herein called the Trustee), providing for the issuance from time to time of its debt securities, to be
issued in one or more series as provided in the Indenture (the Debt Securities);
WHEREAS, the Company proposes to sell [If Warrants are sold with other securities
[title of such other securities being offered] (the Other Securities) with] warrant certificates evidencing one or more warrants (the Warrants or, individually, a
Warrant) representing the right to purchase [title of Debt Securities purchasable through exercise of Warrants] (the Warrant Debt Securities), such warrant certificates and other warrant
certificates issued pursuant to this Agreement being herein called the Warrant Certificates; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing so to act, in connection with the issuance, registration, transfer, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form and provisions of
the Warrant Certificates and the terms and conditions on which they may be issued, registered, transferred, exchanged, exercised and replaced.
NOW THEREFORE, in consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:
ARTICLE 1
ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES
1.1 Issuance of Warrants. [If Warrants alone Upon issuance, each Warrant Certificate shall evidence
one or more Warrants.] [If Other Securities and Warrants Warrant Certificates will be issued in connection with the issuance of the Other Securities but shall be separately transferable and each Warrant Certificate shall
evidence one or more Warrants.] Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one Warrant Debt Security. [If Other Securities and Warrants Warrant
Certificates will be issued with the Other Securities and each Warrant Certificate will evidence [] Warrants for each [$[] principal amount] [[] shares] of Other Securities issued.]
1.2 Execution and Delivery of Warrant Certificates. Each Warrant Certificate, whenever issued, shall be in
registered form substantially in the form set forth in Exhibit A hereto, shall be dated the date of its countersignature by the Warrant Agent and may have such letters, numbers, or other marks of identification or designation and such legends
or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage. The Warrant Certificates shall
be signed on behalf of the Company by any of its present or future chief executive officers, presidents, senior vice presidents, vice presidents, chief financial officers, chief legal officers,
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