Amendment No. 2 to the Lease Agreement dated April 15, 2015, by and among Rigetti, Temescal, LP and Contra Costa Industrial Park, Ltd

1.Premises. As of the date hereof, the defined term Premises shall include that certain approximately 500 sq. ft. located as shown on page two of the attached Exhibit 1 (the “Backup Generator Location,” designated by the annotation “Loc. (N) 12’W x 20’L Raised Concrete Pad, Fenced Enclosure & 700 ekW 480 Diesel Generator Set”), which shall be used by Lessee solely for the placement of the Backup Generator (defined below).

2.Term/Extension. The Expiration Date shall be October 31, 2022. Lessee shall have and retain the Option described in Paragraph 53 of the Lease (as modified by the redefinition of the term “Expiration Date” above), as applied to the terms and conditions of the Lease and this Amendment No. 2.

3.Base Rent. As of August 1, 2018, the Base Rent payable monthly shall be $42,968.75. On August 1,2019, and on the first and each successive anniversary thereof during the Term (each an “Adjustment Date”), the Base Rent due hereunder shall be adjusted to an amount equal to the Base Rent payable for the month immediately preceding such Adjustment Date multiplied by One Hundred and Three percent (103%).

4.Security Deposit. Lessor holds the sum of $29,687.50 as and for the Security Deposit as of the date of this Amendment No. 2. On or before August I, 2018, Lessee shall pay an additional sum of $13,281.25 to increase said Security Deposit to a total sum of $42,968.75.

5.Backup Generator. The Backup Generator shall be placed in the Backup Generator Location, with the installation thereof to be at Lessee's sole expense and performed by ICR Electrical Contractors in accordance with the specifications set forth in Exhibit 1 (the third page of which is a summary of the features of a representative generator to be installed). Said generator shall be installed in a manner and presentation that is reasonably consistent with the design aesthetic of the adjacent generator (being that belonging to the tenant commonly referred to as "DSM") and shall be installed and maintained in accordance with all applicable law, including permit requirements. At the expiration or earlier termination of the Lease, at Lessor's option (in accordance with Paragraph 7.4 of the Lease), all the Utility Installations associated with the Backup Generator (including but not limited to the generator itself (if owned by Lessee, rather than leased), pad, enclosure, electrical lines, etc.) shall, at Lessee's sole cost, either remain, or be removed, or Lessor may elect to retain certain parts but not all thereof. Any removal or restoration costs associated with these improvements will be paid for by the Lessee. If the Backup Generator Location is, as of the date hereof, occupied by another container, then Lessee shall arrange for and relocate said container to an alternate agreed upon location, at Lessee's cost. Lessee shall also arrange for and undertake any work needed to provide alternate or new access by DSM to the DSM generator if the current DSM access may be blocked by the Backup Generator. Any wiring from the Building Premises to the Backup Generator shall not be installed on the roof membrane of the intervening buildings, but shall either be attached inside the building's framing or on the side of the building. If other tenants are requested to provide access and move materials to provide such electrical access, then Lessee shall pay the costs incurred (if any) in connection with such moving of materials. Lessee shall coordinate the performance of its work with Lessor's property manager, who will assist in conjunction with contacting tenants or other such logistics.

6.Electric Service. Lessor consents to the proposed Utility Installations set forth in Exhibit I (the "Electric Upgrades") desired by Lessee, which include arranged for additional power (600A @ 480v 3ph (in addition to the 400A @ 480v 3ph currently provided)). All the Electric Upgrades work shall be at lessee's sole expense and performed by ICR Electrical Contractors in accordance with the specifications set forth in or referenced by Exhibit 1. Said upgrades shall be installed and maintained in accordance with all applicable law, including permit requirements. At the expiration or earlier termination of the Lease, at Lessor's option (in accordance with Paragraph 7.4 of the Lease), all the Utility Installations associated with the Electric Upgrades shall either remain, or be removed, or Lessor may elect to retain certain parts but not all thereof. Any removal or restoration costs associated with these improvements will be paid for by the Lessee. Lessee shall coordinate the performance of its work with Lessor's property manager, who will assist in conjunction with contacting tenants or other such logistics.

7.Building Structural Upgrades/Other Work. In the event, in connection with Lessee's installation or performance of Alterations, Trade Fixtures or Utility Installations, or as otherwise desired by Lessee, there arise the need (as a condition of issuance of a permit therefore or otherwise desired by Lessee) to undertake

8.Except as set forth above, all other terms and provisions of the Lease shall remain in full force and effect. No part of the Lease, including this Amendment No. 2, is intended to or shall be construed as establishing separate tenancies or separate lease agreements as to the specific property occupied by Lessee hereunder.