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| · · · · Incorporated by Reference |
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| Exhibit No. · Description · · Schedule/Form · · File No. · · Exhibit · · Filing Date |
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| 2.1+ | | Agreement and Plan of Merger, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc. | | 8-K | | 001-40140 | | 2.1 | | October 6, 2021 |
| 2.2 | | First Amendment to Agreement and Plan of Merger, dated as of December 23, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc. | | 8-K | | 001-40140 | | 2.1 | | December 23, 2021 |
| 2.3 | | Second Amendment to Agreement and Plan of Merger, dated as of January 10, 2022, by and among Supernova Partners Acquisition Company II, Ltd., Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC and Rigetti Holdings, Inc. | | 8-K | | 001-40140 | | 2.1 | | January 10, 2022 |
| 3.1 | | Certificate of Incorporation of Rigetti Computing, Inc. | | 8-K | | 001-40140 | | 3.1 | | March 7, 2022 |
| 3.2 | | Amended and Restated Bylaws of Rigetti Computing, Inc. | | 8-K | | 001-40140 | | 3.1 | | November 14, 2022 |
| 4.1 | | Specimen Common Stock Certificate. | | 8-K | | 001-40140 | | 4.1 | | March 7, 2022 |
| 4.2 | | Specimen Warrant Certificate. | | 8-K | | 001-40140 | | 4.2 | | March 7, 2022 |
| 4.3 | | Warrant Agreement between American Stock Transfer & Trust Company, LLC and Supernova Partners Acquisition Company II, Ltd., dated March 1, 2021. | | 8-K | | 001-40140 | | 4.1 | | March 4, 2021 |
| 4.4 | | Description of the Registrant’s Securities | | 10-K | | 001-40140 | | 4.4 | | March 27, 2023 |
| 10.1 | | Amended and Restated Registration Rights Agreement, dated March 2, 2022, by and among New Rigetti, the Sponsor and the other holders party thereto. | | 8-K | | 001-40140 | | 10.1 | | March 7, 2022 |
| 10.2 | | Form of Subscription Agreement for PIPE Financing. | | 8-K | | 001-40140 | | 10.2 | | October 6, 2021 |
| 10.3 | | Sponsor Support Agreement, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Rigetti Holdings, Inc., Supernova Partners II LLC and certain other parties thereto. | | 8-K | | 001-40140 | | 10.3 | | October 6, 2021 |
| 10.4 | | Rigetti Holders Support Agreement, dated as of October 6, 2021, by and among Supernova Partners Acquisition Company II, Ltd., Rigetti Holdings, Inc. and certain other parties thereto. | | 8-K | | 001-40140 | | 10.4 | | October 6, 2021 |
| 10.5 | | Letter Agreement, dated as of March 1, 2021, among Supernova, the Sponsor and Supernova’s officers and directors. | | 8-K | | 001-40140 | | 10.1 | | March 4, 2021 |
| 10.6 | | Loan and Security Agreement dated March 10, 2021, by and between Rigetti and Trinity Capital Inc. | | S-4/A | | 333-260692 | | 10.14 | | December 20, 2021 |
| 10.7 | | Amendment No. 1 to Trinity Loan and Security Agreement dated May 18, 2021, by and between Rigetti and Trinity Capital Inc. | | S-4/A | | 333-260692 | | 10.15 | | December 20, 2021 |
| 10.8 | | Amendment No. 2 to Trinity Loan and Security Agreement dated October 21, 2021, by and between Rigetti and Trinity Capital Inc. | | S-4/A | | 333-260692 | | 10.16 | | December 20, 2021 |
| 10.9 | | Amendment No. 3 to Trinity Loan and Security Agreement dated January 27, 2022, by and between Rigetti & Co. LLC and Trinity Capital Inc. | | S-4/A | | 333-260692 | | 10.17 | | January 28, 2022 |
| 10.10 | | Guaranty Agreement dated January 27, 2022, by and between Rigetti Holdings, Inc. and Trinity Capital Inc. | | S-4/A | | 333-260692 | | 10.26 | | January 28, 2022 |
| 10.11 | | Amended and Restated Warrant to Purchase Stock, dated March 9, 2021, issued to Trinity Capital Inc. by Rigetti & Co, Inc. | | S-4/A | | 333-260692 | | 10.19 | | December 20, 2021 |
| 10.12 | | Manufacturing Agreement dated May 28, 2020, by and between Rigetti and Sparqtron Corporation. | | S-4/A | | 333-260692 | | 10.17 | | December 20, 2021 |
| 10.13# | | Rigetti & Co, Inc. 2013 Equity Incentive Plan, as amended. | | 10-Q | | 001-40140 | | 10.21 | | May 16, 2022 |
| 10.14# | | Form of Stock Option Grant Notice and Form of Stock Option Agreement under Rigetti & Co, Inc. 2013 Equity Incentive Plan. | | S-4/A | | 333-260692 | | 10.20 | | January 14, 2022 |
| 10.15# | | Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Agreement under Rigetti & Co, Inc. 2013 Equity Incentive Plan. | | S-4/A | | 333-260692 | | 10.21 | | January 14, 2022 |
| 10.16# | | Rigetti Computing, Inc. 2022 Equity Incentive Plan. | | 8-K | | 001-40140 | | 10.16 | | March 7, 2022 |
| 10.17# | | Form of Stock Option Grant Package under 2022 Equity Incentive Plan. | | 8-K | | 001-40140 | | 10.17 | | March 7, 2022 |
| 10.18# | | Form of RSU Grant Package under 2022 Equity Incentive Plan. | | 8-K | | 001-40140 | | 10.18 | | March 7, 2022 |
| 10.19# | | Form of Stock Award Grant Package under 2022 Equity Incentive Plan. | | 8-K | | 001-40140 | | 10.19 | | March 7, 2022 |
| 10.20# | | Rigetti Computing, Inc. 2022 Employee Stock Purchase Plan. | | 8-K | | 001-40140 | | 10.20 | | March 7, 2022 |
| 10.21# | | Form of Indemnification Agreement by and between the Company and its directors and officers. | | 8-K | | 001-40140 | | 10.21 | | March 7, 2022 |
| 10.22#* | | Non-Employee Director Compensation Policy. | | | | | | | | |
| 10.23 | | Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I, as amended. | | S-4/A | | 333-260692 | | 10.12 | | December 20, 2021 |
| 10.24 | | Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd., as amended. | | S-4/A | | 333-260692 | | 10.13 | | December 20, 2021 |
| 10.25# | | Amended & Restated Employment Agreement, dated February 2, 2022, between Rigetti Holdings, Inc. and Rick Danis. | | S-4/A | | 333-260692 | | 10.29 | | February 8, 2022 |
| 10.26 | | Warrant Subscription Agreement, dated as of October 6, 2021, between Rigetti Holdings, Inc. and Ampere Computing LLC. | | 8-K | | 001-40140 | | 99.2 | | July 6, 2022 |
| 10.27 | | Ampere Warrant, dated as of June 30, 2022, issued by Rigetti Computing, Inc. | | 8-K | | 001-40140 | | 99.3 | | July 6, 2022 |
| 10.28 | | Common Stock Purchase Agreement, dated as of August 11, 2022, by and between Rigetti Computing, Inc. and B. Riley Capital II, LLC. | | 10-Q | | 001-40140 | | 10.5 | | August 12, 2022 |
| 10.29 | | Registration Rights Agreement, dated as of August 11, 2022, by and between Rigetti Computing, Inc. and B. Riley Capital II, LLC. | | 10-Q | | 001-40140 | | 10.6 | | August 12, 2022 |
| 10.30# | | Interim President and Chief Executive Officer Letter Agreement for Rick Danis, dated as of December 1, 2022 | | 8-K/A | | 001-40140 | | 10.1 | | December 2, 2022 |
| 10.31# | | Executive Employment Agreement, dated December 7, 2022, by and between Rigetti Computing, Inc. and Dr. Subodh Kulkarni. | | 8-K | | 001-40140 | | 10.1 | | December 8, 2022 |
| 10.32# | | Executive Employment Agreement, dated February 9, 2023, by and between Rigetti Computing, Inc. and Jeffrey Bertelsen. | | 8-K | | 001-40140 | | 10.1 | | February 10, 2023 |
| 10.33# | | Separation Agreement for Chad Rigetti, dated as of February 14, 2023 | | 8-K/A | | 001-40140 | | 10.1 | | February 16, 2023 |
| 10.34# | | Amended and Restated Employment Agreement, dated as of March 2, 2023, between Rigetti Computing, Inc. and David Rivas | | POS-AM | | 333-263798 | | 10.30 | | April 5, 2023 |
| 10.35# | | Separation Agreement for Michael Harburn, dated as of February 15, 2023 | | 10-Q | | 001-40140 | | 10.4 | | May 11, 2023 |
| 10.36# | | Separation Agreement for Brian Sereda, dated as of March 28, 2023 | | 10-Q | | 001-40140 | | 10.5 | | May 11, 2023 |
| 21.1 | | List of Subsidiaries of Rigetti Computing, Inc. | | 8-K | | 001-40140 | | 21.1 | | March 7, 2022 |
| 23.1* | | Consent of BDO USA P.C. | | | | | | | | |
| 24.1* | | Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K). | | | | | | | | |
| 31.1* | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| 31.2* | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| 32.1** | | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| 32.2** | | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| 97.1* | | Incentive Compensation Recoupment Policy | | | | | | | | |
| 101.INS | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | | |
| ** | Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. |
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| + | The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
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| # | Indicates management contract or compensatory plan or arrangement. |
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The agreements and other documents filed as exhibits to this Annual Report on Form 10-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
