Fifth Amendment to the Lease Agreement dated August 9, 2016 by and between Rigetti and Prologis Limited Partnership I

Exhibit 10.21

FOURTH AMENDMENT TO LEASE AGREEMENT

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of 12 July 2021, by and between Prologis Limited Partnership I, a Delaware limited partnership, (“Landlord”) and Rigetti & Co, Inc., a Delaware corporation (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant have entered into a Lease dated August 9, 2016, as further amended by that certain First Amendment dated May 9, 2019, as further amended by that certain Second Amendment dated July 29, 2020, as further amended by that certain Third Amendment dated June 3, 2021, pursuant to which Landlord leased to Tenant certain premises consisting of approximately 38,000 square feet located at 47400-47470 Seabridge Drive, Fremont, CA 94538 (the “Premises”), such lease, as heretofore modified, being herein referred to as the “Lease”.

WHEREAS, a scrivener’s error occurred in the drafting of the Lease whereby the Premises size was incorrectly drafted; and

WHEREAS, Landlord and Tenant hereby desire to correct the Premises size under the Lease; and

WHEREAS, the parties hereto now desire to amend and modify said Lease as more fully hereinafter set forth.

A G R E E M E N T:

NOW, THEREFORE, in consideration of the Premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

“1. Effective on September 1, 2021 (the “Expansion Commencement Date”) the Premises under the Lease shall be amended to include that portion of the Building containing approximately 12,600 rentable square feet as shown on Exhibit A attached hereto (the “Expansion Premises”) such that thereafter, subject to the provisions herein, the Premises under the Lease shall consist of a total of approximately 38,000 rentable square feet. Tenant shall accept the Expansion Premises in its “as-is” condition as of the Expansion Commencement Date. All of the terms and conditions of the Lease shall apply to the Expansion Premises effective on the Expansion Commencement Date. Effective on the Expansion Commencement Date, Tenant’s Proportionate Share of the Building shall be automatically amended to 70.6 % and Tenant’s Proportionate Share of the Project shall be automatically amended to 2.75%.”

IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the day and year first above written.

​