Material Agreement Form 8 K

On November 26, 2024, Rigetti Computing, Inc. (the "Company") entered into securities purchase agreements (the "Purchase Agreements") with two institutional investors (the "Purchasers") pursuant to which the Company agreed to issue and sell, in a registered direct offering (the "Registered Direct Offering") an aggregate of 50,000,000 shares (the "Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock") at a price of $2.00 per Share. The gross proceeds to the Company from the Registered Direct Offering are expected to be approximately $100 million, before deducting the placement agents' fees and other offering expenses payable by the Company.

The Registered Direct Offering is expected to close on November 27, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Registered Direct Offering for working capital and general corporate purposes. With the net proceeds from the Registered Direct Offering and cash on hand, the Company believes it will be adequately funded to continue its current technology development and on-premises quantum computer business strategy without the need to raise additional capital.

The Purchase Agreements contain representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreements were made only for the purposes of such agreements and as of the specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Pursuant to the terms of the Purchase Agreements, until 90 days following the closing date of the Registered Direct Offering, the Company has agreed not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii) file any registration statement or any amendment or supplement thereto, other than (a) the prospectus supplement in connection with this Registered Direct Offering, (b) any necessary filing for an Exempt Issuance (as defined in the Purchase Agreements) under applicable law, (c) a registration statement on Form S-8 in connection with any employee benefit plan or (d) the filing of any amendment or supplement to any existing registration statement solely for the purpose of revising any required disclosure in such registration statement and not for the purpose of increasing the offering size pursuant to such registration statement. Such restrictions do not apply to certain Exempt Issuances (as defined in the Purchase Agreements).

In connection with the Registered Direct Offering, the Company entered into a placement agency agreement with A.G.P./Alliance Global Partners (the "Placement Agent"), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the Company, on a reasonable best efforts basis. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 5.0% of the gross proceeds received in the Registered Direct Offering.

The Shares are being sold pursuant to the Company's effective registration statement on Form S-3 (Registration Statement No. 333-275988) that was originally filed with the Securities and Exchange Commission on December 11, 2023, and which was declared effective on December 19, 2023 and a related base prospectus and prospectus supplement (the "Prospectus Supplement") thereunder.

The foregoing description of the Purchase Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.