Exhibit 10.1

INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH NOT MATERIAL AND CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.

OTHER TRANSACTION AGREEMENT

BETWEEN

Rigetti & Co, LLC

775 Heinz Avenue, Berkeley, CA 94710

AND

United States Department of Commerce

1401 Constitution Avenue, NW, Washington, DC 20230

CONCERNING

ADVANCED MICROELECTRONICS RESEARCH AND DEVELOPMENT IN THE U.S.

Pursuant to the Authorities specified above, this Other Transaction Agreement is entered into as of the Award Date specified above, between Rigetti & Co, LLC (the “Awardee”) and the U.S. Department of Commerce (the “Department”).

Contents

ARTICLE I. GENERAL PROVISIONS

This Agreement is entered into pursuant to Title XCIX of the William M. (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021 (Pub. L. 116-283)—Creating Helpful Incentives to Produce Semiconductors for America, as amended by the CHIPS Act of 2022 (Division A of Pub. L. 117-167) (collectively, the “CHIPS Act”). Pursuant to 15 U.S.C. § 4656(c)(1), the Secretary of Commerce, in collaboration with the Secretary of Defense, is directed to “establish a national semiconductor technology center to conduct research and prototyping of advanced semiconductor technology … to strengthen the economic competitiveness and security of the domestic supply chain.” Pursuant to 15 U.S.C. § 4656(c)(1), the Secretary of Commerce may make financial assistance awards, including construction awards, in support of such national semiconductor technology center. Pursuant to 15 U.S.C. § 4656(d), the Secretary of Commerce may make financial assistance awards, including construction awards, to strengthen semiconductor advanced test, assembly, and packaging capability in the domestic ecosystem. Pursuant to 15 U.S.C. § 4659(a)(1), the Secretary of Commerce may enter into agreements, including contracts, grants and cooperative agreements, and other transactions, in carrying out the responsibilities of the Department under 15 U.S.C. §§ 4656(c)(1), (d).

On September 24, 2025, the National Institute of Standards and Technology (“NIST”), a bureau within the Department, announced it was soliciting proposals from eligible applicants for research, prototyping, and commercial solutions that advance microelectronics technology in the U.S. to be considered for funding by the CHIPS Research and Development Office (“CRDO”) pursuant to the Broad Agency Announcement (2025-NIST-CHIPS-CRDO-01) (as amended, the “BAA”). On February 11, 2026, the Awardee submitted an application in response to the BAA. On May 20, 2026, the Department entered into a letter of intent with the Awardee with respect to the application. Pursuant to the BAA, this Agreement is entered into as of the date hereof for the purpose of application of a quantum technology for advanced microelectronics research and development. This Agreement is an other transaction pursuant to 15 U.S.C. § 4659(a)(1).

The rules of interpretation set forth in Attachment 2 (Rules of Interpretation; Definitions), Article 1 shall apply to this Agreement. Capitalized terms used in this Agreement shall have the meanings set forth in this Agreement, including as set forth in Attachment 2 (Rules of Interpretation; Definitions), Article 2 and the other Attachments.

ARTICLE II. PROJECT

The scope of the project (the “Project”) shall consist of the development of Intellectual Property and equipping the facilities at the Project Sites to address key technical challenges related to superconducting quantum computing, including (i) Research and Development Activities related to miniaturizing and integrating readout electronics and leveraging new, larger cryostat architectures, (ii) any Research and Development Activities performed at Project Sites or elsewhere in support of such activities in connection with the execution of any Milestone set forth in Attachment 1 (Statement of Work), and (iii) any other Research and Development Activities related to the foregoing as may be agreed to by the Department and the Awardee in writing.

The Awardee shall carry out the Project in accordance with the Approved Budget Plan, the CVDP Plan, the Data Management Plan, the IP Management Plan, the Research Security Plan, the Technical Plan, and the Technology Control Plan (collectively, the “Project Plans”).

The period of performance of this Agreement shall commence on the Award Date and terminate on the earlier of (i) the date all of the Milestones have been completed or (ii) the fifth (5^th) anniversary of the Award Date, unless earlier terminated in accordance with Article XI.A (the “Period of Performance”). The Awardee may request an amendment of this Agreement to extend the Period of Performance by submitting a request to the Department at least sixty (60) days prior to the expiration of the Period of Performance, and the Department shall not unreasonably withhold its consent to such amendment.

ARTICLE III. FINANCIAL REQUIREMENTS

The amount of the Award shall be up to $100,000,000.

The Awardee shall use the payments of Federal funds received under the Award solely to pay the following costs associated with the Project (“Eligible Project Costs”) consistent in all material respects with the Approved Budget Plan:

provided, however, that any Federal funds provided to the Awardee pursuant to this Agreement may not (i) be used to purchase FEOC Equipment (unless specifically approved by the Department in writing) or (ii) be provided to a Foreign Entity of Concern.

The Awardee shall maintain adequate records to account for all funding under this Agreement. The Awardee shall establish and maintain, or the Issuer shall establish and maintain on behalf of the Awardee, accounting and internal control systems that provide for appropriate monitoring of the Award to ensure that all payments are expended on Eligible Project Costs. The Awardee shall notify the Department immediately upon the occurrence of any deficiencies with respect to such systems.

ARTICLE IV. DELIVERABLES

As of the Award Date, the Awardee shall have delivered the following documents to the Department, each of which shall be in form and substance satisfactory to the Department:

As soon as practical after the Award Date (and in no event more than four (4) Business Days thereafter without the Department’s consent), the Closing (as such term is defined in the Securities Issuance Agreement) shall be consummated and the Awardee shall have delivered the following documents to the Department, each of which shall be in form and substance satisfactory to the Department:

The Awardee shall comply with the Project Plan requirements set forth in Attachment 7 (Project Plans; Reporting Requirements).

The Awardee shall comply with the reporting requirements set forth in Attachment 7 (Project Plans; Reporting Requirements).

ARTICLE V. REPRESENTATIONS AND WARRANTIES

The Awardee makes each of the following representations and warranties to and in favor of the Department as of (a) the Award Date; and (b) each Payment Date, as applicable, except as such representations and warranties are expressly made as to an earlier date:

The Awardee (a) is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) is duly qualified to do business in the state where any Project Site is located and in each other jurisdiction where the failure to so qualify could reasonably be expected to have a Material Adverse Effect; and (c) has all requisite power and authority to (i) own or hold under lease and operate the property it purports to own or hold under lease; (ii) carry on its business as now being conducted and as proposed to be conducted in respect of the Project; and (iii) execute, deliver, perform and observe the terms and conditions of each of the Award Documents to which it is a party.

The Awardee has duly authorized, executed and delivered the Award Documents to which it is a party, and neither its execution and delivery thereof, nor its consummation of the transactions contemplated hereby or thereby nor its compliance with the terms of this Agreement or any other Award Document (a) contravenes its organizational documents or any applicable laws in any material respects; (b) contravenes or results in any breach or constitutes any default under any material governmental judgment; (c) contravenes or results in any breach or constitutes any default under any material agreement or instrument to which it is a party; or (d) requires the consent or approval of any person other than any consents or approvals that have been obtained and are in full force and effect.

Each Award Document to which the Awardee is (or will be when executed) a party constitutes a legal, valid and binding obligation of the Awardee, enforceable against the Awardee in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other applicable laws affecting creditors’ rights generally and by general principles of equity.

Each of the financial statements of the Issuer and its subsidiaries (including Awardee) on a consolidated basis delivered to the Department pursuant to the BAA (i) is complete and correct, has been prepared in accordance with GAAP, and presents fairly, in all material respects, the financial condition of the Awardee or the Issuer as of the respective dates of the financial statements for the respective periods covered therein; and (ii) reflects all liabilities or obligations of the Awardee or the Issuer and other information of any nature whatsoever for the period to which such financial statements relate and that are required to be disclosed in accordance with GAAP. Since the date of delivery of such financial statements, or the respective date of such financial statements, whichever is earlier, neither the Awardee nor the Issuer has incurred or assumed any liabilities or obligations that would be required to be disclosed in accordance with GAAP, except to the extent such liabilities or obligations have been disclosed to the Department in writing.

There is no pending or, to the Awardee’s knowledge, documented threatened action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration at law or in equity, or before or by any governmental authority, domestic or foreign or other regulatory body or any arbitrator that relates to: (a) the legality, validity or enforceability of any Award Document or any transaction contemplated thereby; or (b) has had, or could reasonably be expected to have, a Material Adverse Effect.

The Awardee, the Issuer, and their affiliates have not been debarred, suspended, or otherwise excluded from receiving an award by the U.S. Government or otherwise prohibited by Executive Order or law from receiving an award from the U.S. Government.

The Awardee is not a foreign incorporated entity that is treated as an inverted domestic corporation under section 835(b) of the Homeland Security Act of 2002 (6 U.S.C. § 395(b)) or a subsidiary of such an entity.

To the best of the Awardee’s knowledge and belief, the Awardee, the Issuer, and their affiliates have filed all Federal tax returns required during the preceding three (3) years, have not been convicted of a criminal offense under the Internal Revenue Code of 1986, and have not been notified of any unpaid Federal tax assessment for which the liability remains unsatisfied, unless the assessment is the subject of an installment agreement or offer in compromise that has been approved by the Internal Revenue Service and is not in default, or the assessment is the subject of a non-frivolous administrative or judicial proceeding. 

ARTICLE VI. PROGRAM REQUIREMENTS

ARTICLE VII. [RESERVED].

ARTICLE VIII. COMPLIANCE WITH APPLICABLE LAWS AND EXECUTIVE ORDERS

The Awardee shall comply with and conduct and manage its business, operations, assets, equipment, property, leaseholds, and the Project in compliance with:

ARTICLE IX. OTHER REQUIREMENTS

The Awardee shall not use federal funds received from this Agreement for lobbying the executive or legislative branches of the U.S. Government. The Awardee additionally shall disclose to the Department any registrations under the Lobbying Disclosure Act (2 U.S.C. §§ 1601 et seq.) or the Foreign Agents Registration Act (22 U.S.C. §§ 611 et seq.) related to the Project that is the subject of this Agreement. 

The provisions of this Agreement are consistent with and do not supersede, conflict with, or otherwise alter the obligations, rights, or liabilities created by existing statute or Executive Order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General or the Office of Special Counsel of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive Orders and statutory provisions are incorporated into this Agreement and are controlling. The Awardee shall timely disclose, in writing to the Department and/or the OIG, whenever, in connection with this Agreement, the Awardee has credible evidence that a principal, employee, agent, or entity has committed a violation of (1) federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations (see Title 18 of the United States Code) or (2) the civil False Claims Act (see 31 U.S.C. §§ 3729-3733). The Awardee may also report allegations of fraud, waste, and abuse to the OIG through https://www.oig.doc.gov/Pages/Hotline.aspx. 

No U.S. Government furnished information or property will be provided upon execution of this Agreement. In the event U.S. Government information and/or property is required to facilitate performance of this Agreement, the U.S. Government may provide U.S. Government information (information created, collected, processed, or disseminated by or for the U.S. Government) and U.S. Government property (material, equipment, special tooling, special test equipment, and real property) as applicable and appropriate.

To the extent feasible and consistent with law, agency mission, resource constraints, and U.S. national, homeland, and economic security, the Awardee shall promote the deposit of scientific data arising from unclassified Fundamental Research, funded wholly or in part by the Department, except for Standard Reference Data, as defined in 15 U.S.C. § 290a and data subject to trade secret protection, free of charge in publicly accessible databases. Subject to the same conditions and constraints listed above, the Awardee, to the extent feasible, shall make freely available to the public, in publicly accessible repositories, all peer-reviewed scholarly publications arising from unclassified research funded wholly or in part under this Agreement.

In accordance with section 872 of Pub. L. 110-417 (as amended; see 41 U.S.C. § 2313), if the total value of the Awardee’s currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the Period of Performance of this Agreement, then the Awardee shall be responsible for maintaining the currency of information reported to the System of Award Management (SAM) about certain civil, criminal, or administrative proceedings involving the Awardee.

If the Awardee requests payment of expenses for air travel in connection with the Agreement, such air travel shall be on a U.S. flag certified air carrier in compliance with 49 U.S.C. § 40118, unless (1) a bilateral or multilateral agreement with the United States otherwise exists permitting flying on a foreign-flag carrier pursuant to 49 U.S.C. § 40118(b), (2) air travel on a U.S. flag certified air carrier between locations outside of the United States is not reasonably available, or (3) air travel on a U.S. flag certified air carrier between the United States and a location outside of the United States is not available.

The Awardee shall comply with the Office of Management and Budget’s guidelines on Debarment and Suspension contained in subparts A, B, C, and I of 2 C.F.R. Part 180, and the Department’s related policies and procedures contained in Subpart C of 2 C.F.R. Part 1326. 

ARTICLE X. NON-COMPLIANCE WITH AGREEMENT

Upon the Awardee’s failure to comply with any terms of any Award Document, the Department may exercise one or more of the remedies set forth below:

Notwithstanding the foregoing, if such failure (A)(1) arises from a failure, including due to the scientific infeasibility, of the Awardee to meet any Milestone on or prior to the relevant Milestone Date relating to such Milestone or to complete a Required Project Activity by the Required Project Activity Date, or (2) could not reasonably be expected to have a Material Adverse Effect, and (B) is capable of being remedied, then the Department shall forbear from exercising such remedies, including under Article II.C.2 (Milestones) (other than the remedies set forth in Article X.A.1 and X.A.3) during the cure period ending on the later of (x) the sixtieth (60th) day following the Awardee obtaining knowledge of such failure, (y) the date set forth in an Awardee corrective action plan in form and substance satisfactory to the Department (“Corrective Action Plan”), it being agreed that if such failure is remedied during such cure period, pursuant to the terms set forth in any applicable Corrective Action Plan or any manner otherwise satisfactory to the Department, then no additional remedies will be taken due to the occurrence of such failure to comply, and (z) in the case of failure of the Awardee to timely meet any Milestone, the expiration of the Period of Performance so long as the Department determines the Awardee is acting in good faith to achieve such Milestone. For the avoidance of doubt, any failure of the Awardee to meet a Milestone on or prior to the relevant Milestone Date shall be considered capable of being remedied hereunder, and shall be deemed remedied if the applicable Milestone is met prior to the expiration of the cure period.

For the avoidance of doubt, the Department shall not, as a result of any exercise of remedies pursuant to this Article X, forfeit any securities issued to the Department.

Any determination made by the Department pursuant to this Agreement or any other Award Document shall be determined at the discretion of the Department, provided that the Department shall not unlawfully withhold or unreasonably delay a decision, nor act in an arbitrary or capricious manner, abuse its discretion, or otherwise fail to act in accordance with the law. Failure to timely address any non-compliance during the applicable cure period or pursuant to any applicable Corrective Action Plan shall be conclusively deemed material hereunder.

ARTICLE XI. MISCELLANEOUS PROVISIONS

The following provisions shall survive the Period of Performance:

For the avoidance of doubt, the Securities Documents shall survive the Period of Performance.

Administrative and contractual matters under this Agreement shall be referred to the representatives of the Parties identified on page 2 of the Other Transaction Agreement Action Sheet. Each Party may change its representatives identified on page 2 of the Other Transaction Agreement Action Sheet by written notification to the other Party.

The Awardee shall not assign or delegate any of its rights or obligations under this Agreement without the Department’s prior written consent, such consent not to be unreasonably withheld. Any attempted assignment or delegation in violation of this Agreement shall be null and void ab initio.

This Agreement is not intended to be, nor shall it be construed as, by implication or otherwise, a partnership, a corporation, or other business organization. This Agreement does not in any way create or constitute an agency relationship between the Department and the Awardee.

The Awardee will indemnify the Department and each of its officers, employees, attorneys and agents (each, an “Indemnified Party”) from and against any liabilities, obligations, losses, damages, penalties, claims, judgments, lawsuits, costs and expenses (other than attorneys’ costs and fees) for which an Indemnified Party may become responsible because of a claim asserted by a third party related to this Agreement, or the Project; provided that the Awardee shall not have any indemnification obligation hereunder to the extent the third party’s claim is based solely on the conduct of the Department (and no other Party) or arises from the bad faith, gross negligence or willful misconduct of any Indemnified Party (as determined pursuant to a final, non-appealable judgment by a court of competent jurisdiction). In no event will the Awardee's total liability arising out of this Article XI.J exceed the total amount of the Award.

This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions among the Parties, whether oral or written with respect to the subject matter hereof. This Agreement and any waivers or amendments thereto may be executed in counterparts, each of which shall be deemed as original, but all of which taken together shall constitute one and the same instrument.

The Awardee shall, prior to the making thereof, coordinate with the Department with respect to any public announcement: (a) in connection with material developments in respect of the Project; and (b) that directly refers to the Award or the Award Document (including by submitting the full text of any proposed public statement to the Department for review and refraining from making any such public statement without the Department’s prior written approval), other than any such statements that are, as may be determined by the Awardee or any affiliate thereof: (x) required by or to comply with applicable law or stock exchange rules or regulations; (y) made in connection with any action brought against the Awardee or any of its affiliates; or (z) that contain only information that has been previously publicly disclosed by the Awardee with the Department’s prior approval.

This Agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. Each of the Awardee and the Department agrees (a) to submit to the exclusive general jurisdiction and venue of (i) the courts of the United States in the District of Columbia (including the U.S. Court of Federal Claims), (ii) the courts of the United States in the Southern District of New York and (iii) appellate courts from any of the foregoing, in each case for any civil action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby.

EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE OTHER AWARD DOCUMENTS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

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ARTICLE XII. ATTACHMENTS

Attachment 1. STATEMENT OF WORK

The Project contemplates the performance of Research and Development Activities related to the three (3) overall project tasks described below, and the Milestones comprising each overall project task are listed under it. Funding for both the overall project tasks and the Milestones related to such tasks is detailed in the Approved Budget Plan. Prior to requesting a subsequent Tranche of funding, the Awardee must complete each of the Milestones associated with such Tranche. The Milestones below are generally numbered by reference to the Tranche to which they relate. For the avoidance of doubt, Milestone [***], Milestone [***], and Milestone [***] are not associated with a Tranche.

DEFINITIONS

“Required Project Activity” means: each of the following activities required to be completed in connection with the Project:

Any reference to a specific Required Project Activity may reference the number in the table above in the following manner: “Required Activity 1” or “Required Activity 2,” etc.

“Required Project Activity Date” means: for any Required Project Activity, the corresponding date specified in the “Date” column in the definition of Required Project Activity.

“Tranche 1 Milestones” means: [***]

“Tranche 2 Milestones” means: [***]

[***]

Attachment 2. RULES OF INTERPRETATION; DEFINITIONS

Article 1. RULES OF INTERPRETATION

Article 2. DEFINITIONS

“ACH” means: as defined in Article III.B.

“Activities” means: in each case as may be performed under this Agreement, planning and management, Basic Research, Applied Research, Experimental Development, Demonstration Device development and production, commercial viability and domestic production activities, education and workforce development activities, the purchase and installation of equipment, prototyping activities, the repeatable demonstration and initial operation of such equipment and facilities, and other tasks Federally-funded in whole or in part under this Agreement undertaken to accomplish the Milestones. Research and Development Activities are a subset of Activities.

“Agreement” means: this Other Transaction Agreement, including Attachments 1-8, and the Other Transaction Agreement Action Sheet, which is expressly incorporated in and made a part of the Agreement.

“Applied Research” means: original investigation undertaken in order to acquire new knowledge. Applied research is, however, directed primarily towards a specific practical aim or objective.

“Approved Budget Plan” means: the Awardee’s budget plan for the Project, as described in Article D of Attachment 7 (Project Plans; Reporting Requirements) hereto, and as modified from time to time with the prior approval of the Department.

“Approved Pre-Award Costs” means: costs associated with the Project that (i) were incurred and paid by the Awardee on or after the date of the Letter of Intent between the Awardee and the Department and prior to the commencement of the Period of Performance, (ii) are reasonably identified as pre-award costs and set forth in the Approved Budget Plan and (iii) otherwise constitute Eligible Project Costs.

“ASAP” means: as defined in Article III.B.

“Award” means: the CHIPS award issued pursuant to this Agreement.

“Award Date” means: the date specified as the “Award Date” on the cover page of this Agreement.

“Award Documents” means: this Agreement and the Securities Documents.

“BAA” means: as defined in Article I.A.

“Background IP” means: all Intellectual Property, Intellectual Property rights, and other proprietary rights owned or licensed by the Awardee or Subawardee that are pre-existing or developed prior to the date of this Agreement and/or developed independently of the Award.

“Basic Research” means: experimental or theoretical work undertaken primarily to acquire new knowledge of the underlying foundations of phenomena and observable facts, including activities with broad or general applications in mind.

“Business Day” means: any day other than Saturday, Sunday or other day on which either the Department of the Treasury or the Federal Reserve Bank of New York is not open for business.

“CHIPS Act” means: as defined in Article I.A.

“Competitor” means: any current or prospective competitor of the Awardee that is reasonably identified in writing on the Awardee’s competitor list delivered to and approved by the Department; provided that if the Awardee delivers an updated competitor list to the Department and it fails to object within thirty (30) days, then the update to the competitor list will be deemed approved by the Department

“Control” means the power, directly or indirectly, to direct or cause the direction of the management or business or policies of a person (whether through the ownership of voting securities or partnership or other ownership interests, by contract, or otherwise).

“Corrective Action Plan” means: as defined in Article X.

“Covered Individual” means: consistent with 42 U.S.C. § 6605(d)(1), an individual who (1) contributes in a substantive, meaningful way to the scientific development or execution of a research and development project proposed to be carried out with a research and development award from a Federal Research Agency; and (2) is designated as a covered individual by the Department.

“Covered Individual List” means: a written list of Covered Individuals participating in the Research and Development Activities under this Agreement.

“CVDP Plan” means: the commercial viability and domestic production plan for the Project, as described in Article D of Attachment 7 (Project Plans; Reporting Requirements) hereto, and as modified from time to time with the prior approval of the Department.

“Data” means: recorded information, regardless of form or method of recording, including technical data, specifications, software, recorded trade secrets, recorded Know-How, and mask and maskless works. The term does not include information, unrelated to this Agreement, incidental to the Awardee’s internal contract administration, such as financial, administrative, cost or pricing, or management information.

“Data Management Plan” means: the data management plan for the Project, as described in Article D of Attachment 7 (Project Plans; Reporting Requirements) hereto, and as modified from time to time with the prior approval of the Department.

“Demonstration Device” means: the integration of Developed Technologies to create a functional and testable device.

“Developed Technology” means: any Technology developed under this Agreement. For the avoidance of doubt, Developed Technology does not include any related Technology that is developed outside the scope of this Agreement.

“Domestic Entity” means: an entity (a) organized under the laws of the United States or any jurisdiction within the United States and (b) having a principal place of business in the United States. The principal place of business means the place where an entity’s officers direct, control, and coordinate the entity’s activities. A Foreign Adversary is not a Domestic Entity.

“Eligible Project Costs” means: as defined in Article III.C.

“Experimental Development” means: creative and systematic work, drawing on knowledge gained from research and practical experience, which is directed at producing new products or processes or improving existing products or processes and which will result in gaining additional knowledge.

“Export Control Laws” means: any and all laws of the United States which have the purpose or effect of restricting or controlling the export, re-export, transfer of or access to controlled or sensitive information, commodities, software, technology or services between or within one or more countries or their nationals, including without limitation, the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR).

“Federal Research Agency” means: consistent with 42 U.S.C. § 6605(d)(4), any Federal agency with an annual extramural research expenditure of over $100,000,000.

“Federally-Funded IP” means: any IP generated in the performance of the Project activities funded under the Award Documents.

“FEDWIRE” means: as defined in Article III.B.

“FEOC Equipment” means: any completed, fully assembled equipment for the fabrication, assembly, testing, advanced packaging, production, or research and development of semiconductors that externally transmits information and is manufactured or assembled by any Foreign Entity of Concern. For clarity, “completed, fully assembled equipment” as used in this definition means the state in which all (or substantially all) necessary parts, chambers, subsystems, and sub components have been put together, resulting in such equipment, and does not include any subsystem or subcomponent that enables, or is incorporated into or part of, any such equipment.

“Foreign Adversary” means: (i) any Foreign Entity of Concern, (ii) any Foreign Country of Concern, and (iii) any entity whose actions, policies, or personnel decisions are controlled by a Foreign Entity of Concern or Foreign Country of Concern.

“Foreign Country of Concern” or “FCOC” means: the same meaning given the term “foreign country of concern” under 15 U.S.C. § 4651(7) and 15 C.F.R. § 231.102.

“Foreign Entity” means: any entity that is not a Domestic Entity.

“Foreign Entity of Concern” or “FEOC” means: the same meaning given the term “foreign entity of concern” under 15 U.S.C. § 4651(8) and 15 C.F.R. § 231.104, provided that the definition of Foreign Entity in this Agreement shall apply.

“Fundamental Research” means: Basic Research, Applied Research, and Experimental Development in science and engineering, the results of which ordinarily are published and shared broadly within the scientific community, as distinguished from proprietary research and from industrial development, design, production, and product utilization, the results of which ordinarily are restricted for proprietary or national security reasons.

“GAAP” means generally accepted accounting principles in the United States in effect from time to time including, where appropriate, generally accepted auditing standards, including the pronouncements and interpretations of appropriate accountancy administrative bodies (including the Financial Accounting Standards Board and any predecessor and successor thereto), applied on a consistent basis both as to classification of items and amounts.

“Generally Accepted Government Auditing Standards” means: the framework for conducting audits of government entities and programs as established by the Government Accountability Office and published in the Yellow Book (https://www.gao.gov/yellowbook).

“Government Data Rights” means: the rights to use, modify, reproduce, release, perform, display, or disclose Data, in whole or in part, within the U.S. Government for a Government Purpose; and, in the event the Department exercises its rights pursuant to Article 2.g (March-in Rights) of Attachment 3 (Intellectual Property), to release or disclose Data, in whole or in part, outside the U.S. Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose that Data for any related purpose, including commercial purposes.

“Government Purpose” means: any activity, mission, function, operation, or endeavor that the U.S. Government authorizes or recognizes as within the scope of its legal authorities, but not (i) the sale or licensing of Subject Inventions or Data for a commercial purpose to a Competitor of the Awardee or the Awardee’s subsidiaries or affiliates; or (ii) the manufacture, production, or commercialization of a Subject Invention or Data in competition with the Awardee or the Awardee’s subsidiaries or affiliates.

“Indemnified Party” means: as defined in Article XI.J.

“Intellectual Property” or “IP” means: all intellectual property rights, whether registered or unregistered, that are recognized in any jurisdiction of the world, including rights in patents, utility models, trademarks and tradenames, service marks, copyrights, trade secrets, software, mask works, Know How (and any registrations of or applications to register any of the foregoing), and any Invention.

“Invention” means: any invention or discovery which is or may be patentable or otherwise protectable in any country in the world.

“IP Management Plan” means: the intellectual property rights management plan for the Project, as described in Article D of Attachment 7 (Project Plans; Reporting Requirements) hereto, and as modified from time to time with the prior approval of the Department.

“Issuer” means: Rigetti Computing, Inc., a Delaware corporation.

“Know-How” means: all information including, but not limited to, discoveries, formulas, materials, processes, ideas, approaches, concepts, techniques, methods, documentation, procedures, technical information, and specifications that are useful to the pursuit of execution of a process or activity.

“Knowledge” means: with respect to any Party, the actual knowledge of any officer, director, or beneficial owner of ten percent (10%) or more of equity interests that are not publicly traded securities, or other natural person (whether or not an employee) with executive responsibilities over such Party or who has practical control over such Party (each, a “Principal Person”), or any knowledge that should have been obtained by any Principal Person upon reasonable investigation and inquiry.

“Made” means: when relating to an Invention, the earlier of the conception or first actual reduction to practice of such Invention.

“Material Adverse Effect” means: as of any date of determination by the Department, a material and adverse effect on: (a) the Project; (b) the ability of the Awardee or the Issuer to observe and perform its material obligations or enforce its rights in a timely manner under any Award Document to which it is a party; (c) the business, operations, liabilities, condition (financial or otherwise) or property of the Awardee or the Issuer; (d) the validity or enforceability of any material provision of any Award Document; or (e) any material right or remedy of the Awardee, the Issuer or the Department under the Award Documents.

“Milestone” means: any milestone set forth in Attachment 1 (Statement of Work), as amended from time to time. Any reference to a specific Milestone may reference the number and letter set forth in the tables in Attachment 1 (Statement of Work) in the following manner: “Milestone 1.A” or “Milestone 2.B,” etc.

“Milestone Date” means: for any Milestone, the corresponding date set forth in Attachment 1 (Statement of Work) specified as the “Milestone Date” for such Milestone, as may be extended by operation of the Awardee’s cure rights set forth in Article X.B (Non-Compliance with Agreement) or otherwise amended from time to time.

“Other Transaction Agreement Action Sheet” means: the Other Transaction Agreement Action Sheet issued by the Department in respect of the amount of the Award and acknowledged by the Awardee.

“Party” means: each of the Department and the Awardee.

“Payment Date” means: a Business Day on which a payment is made to the Awardee pursuant to Article III.B.

“Period of Performance” means: as defined in Article II.D.

“PMS” means: as defined in Article III.B.

“Practical Application” means: to manufacture, in the case of a composition of product; to practice, in the case of a process or method; or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the Invention is capable of being utilized and that its benefits are, to the extent permitted by law or U.S. Government regulations, and consistent with commercial practices generally accepted in the applicable industry, available to the public on reasonable terms.

“Project” means: as defined in Article II.A.

“Project Background IP” means: any Background IP (whether owned or licensed by the Awardee) necessary for the execution of the Project.

“Project Plans” means: as defined in Article II.B.

“Project Site” means: Awardee’s existing facility located in Berkeley, California, together with any other location agreed to by the Department in writing.

“Required Project Activity” means: as defined in Attachment 1 (Statement of Work).

“Required Project Activity Date” means: as defined in Attachment 1 (Statement of Work).

“Research and Development Activities” means: in each case as may be performed under this Agreement, Basic Research, Applied Research, and Experimental Development, but excluding, for the avoidance of doubt, any construction.

“Research Security Plan” means: the research security plan for the Project, as described in Article 3 of Attachment 4 (Security) hereto, and as modified from time to time with the prior approval of the Department.

“Sanctions” means: any and all laws concerning or relating to economic, financial or trade sanctions, embargoes, or similar restrictive measures imposed, administered, enacted or enforced by a Sanctions Authority.

“Sanctions Authority” means: any agency, department, division or instrumentality of the United States Government, including the Office of Foreign Assets Control and the Bureau of Industry and Security.

“Securities Documents” means: the Securities Issuance Agreement.

“Securities Issuance Agreement” means: the securities issuance agreement, substantially in the form attached hereto as Attachment 8.

“SMART” means: the “Specific, Measurable, Achievable, Relevant, and Time-Bound” acronym used to describe goals, targets, or objectives.

“Subaward” means: any award of Federal funds received under the Award to any other person to perform any part of the Project, excluding any contracts for the purchase of goods or services.

“Subawardee” means: any person or entity that receives a Subaward, consistent with the standards articulated in 2 C.F.R. § 200.331.

“Subject Invention” means: any Invention of Federally-Funded IP conceived or first actually reduced to practice by the Awardee in the performance of Project activities.

“Technical Plan” means: the technical plan for the Project, as described in Article D of Attachment 7 (Project Plans; Reporting Requirements) hereto, and as modified from time to time with the prior approval of the Department.

“Technology” means: discoveries, innovations, Know-How, Data, and Inventions recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, and copyrights developed under this Agreement.

“Technology Control Plan” means: the plan to safeguard Technology against unauthorized export, transfer, or disclosure, as described in Article D of Attachment 7 (Project Plans; Reporting Requirements) hereto, and as modified from time to time with the prior approval of the Department.

“Tranche” means: any of the Award Date Tranche, Tranche 1, and Tranche 2.

“Tranche 1” means: as defined in Article III.B.

“Tranche 2” means: as defined in Article III.B.

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Attachment 3. INTELLECTUAL PROPERTY

Article 1. PROJECT BACKGROUND IP

Article 2. PATENT RIGHTS

Where applicable under this Agreement, upon the Department’s written request, the Awardee shall convey title to any Subject Invention to the Department under any of the following conditions:

“This Invention was Made with U.S. Government support under Agreement No. 80NANB26T203, awarded by the Department of Commerce. The U.S. Government has certain rights in the Invention.”

The Awardee agrees that, with respect to any Subject Invention in which the Awardee has retained title, the Department has the right to require the Awardee, an assignee, or exclusive licensee of a Subject Invention to promptly grant a perpetual, nonexclusive, irrevocable, royalty-free, transferrable (with rights to assign and sublicense same), fully paid-up, worldwide right and license to use, perform, execute, reproduce, make, have made, sell, offer to sell, and otherwise exploit any patented or patentable IP included in the Subject Invention, and if the Awardee, assignee, or exclusive licensee refuses such a request, or does not grant such license within fifteen (15) days from receipt of such request, the Department has the right to grant such a license itself if the Department determines that:

Prior to the exercise of these rights, the Department shall: (i) provide the Awardee with a written notice of such determination; and (ii) permit the Awardee a period of at least thirty (30) days to cure the identified deficiency. The determination to exercise march-in rights shall be made by the Secretary of Commerce or the Secretary’s designee.

To the extent any Project Background IP is embedded in Subject Inventions or is otherwise necessary for the U.S. Government’s exercise of the rights in and to Subject Inventions granted it under Article 2.g of this Attachment 3 (Intellectual Property), the Awardee hereby grants to the U.S. Government a perpetual, nonexclusive, irrevocable, royalty-free, sublicensable (in connection with a sublicense of the Subject Inventions only), fully paid-up, worldwide right and license to use, perform, execute, reproduce, make, have made, sell, offer to sell, and otherwise exploit any patented or patentable IP included in such Project Background IP, solely in connection with the Subject Inventions and solely to the extent needed to permit the U.S. Government to exercise its rights in the same pursuant to Article 2.g of this Attachment 3 (Intellectual Property).

The Awardee shall retain the entire right, title, and interest throughout the world to any Intellectual Property, Intellectual Property rights, and other proprietary rights, and any inventions, discoveries, ideas, concepts, works of authorship, software, algorithms, databases, documentation, designs, specifications, Know-How, trade secrets, trademarks, service marks, logos, domain names, trade names, and other creative, technical, or proprietary materials or subject matter, in any form or medium, generated under or pursuant to this Agreement and that does not qualify as a Subject Invention or Data hereunder.

Article 3. DATA RIGHTS

Any Data delivered under this Agreement shall be marked with any of the following legends, which shall all have the same effect:

Use, duplication, or disclosure is subject to the restrictions stated in Agreement 80NANB26T203 between the U.S. Department of Commerce and Rigetti & Co, LLC.

Rigetti & Co, LLC Business Confidential. Use, duplication, or disclosure is subject to the restrictions stated in Agreement 80NANB26T203 between the U.S. Department of Commerce and Awardee.

Rigetti & Co, LLC Business Confidential Limited Access / Rigetti & Co, LLC

Rigetti & Co, LLC Business Confidential & Proprietary - Use, duplication, or disclosure is subject to the restrictions stated in Agreement 80NANB26T203 between the U.S. Department of Commerce and Rigetti & Co, LLC.

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Attachment 4. SECURITY

Article 1. Definitions

“Cybersecurity Incident” means: an occurrence that actually or imminently jeopardizes the confidentiality, integrity, or availability of nonpublic Federally-Funded IP or an information system used in the performance of the Award or that constitutes a violation or imminent threat of violation of law, or the Awardee’s security policies, security procedures, or acceptable use policies.

“Identified Key Actor” means:

“Current and Pending Support” means:

“Malign Foreign Talent Recruitment Program” means: consistent with 42 U.S.C. § 19237(4),

“R&D Award” means: consistent with 42 U.S.C. § 6605(d)(5), support provided to an individual or entity by a Federal Research Agency to carry out research and development activities, which may include support in the form of a grant, contract, cooperative agreement, or other such transaction. The term does not include a grant, contract, agreement or other transaction for the procurement of goods or services to meet the administrative needs of a Federal Research Agency.

“Security-Related Adverse Event” means: a security incident related to research, investment, or other Activities being conducted pursuant to the Award that has resulted in or reasonably could be expected to materially jeopardize the objectives of the Award, including:

“Substantial Noncompliance” means: the failure by the Awardee to adhere to the requirements of the Research Security Plan in a manner that the Department determines is significant or recurrent.

Article 2. Security Requirements

The Awardee shall manage a comprehensive security program for the facilities and systems used to support the Project that covers the following security functional areas: cybersecurity, physical security, information security, personnel security, insider threat, and supply chain risk management.

The Awardee will ensure that no Research and Development Activities under this Agreement are conducted outside the United States, unless approved by the Department in writing.

In the performance of this Agreement, the Awardee will not use telecommunications or video surveillance equipment or services produced or provided by Huawei Technologies Company or ZTE Corporation, Hangzhou Hikvision Digital Technology Company, Dahua Technology Company, or any subsidiary or affiliate of such entities as a substantial or essential component of any system, or as critical technology as part of any system developed using Federal funds under this Agreement.

The Awardee shall ensure that the software application TikTok, or any successor application or service of TikTok developed or provided by ByteDance Limited or an entity owned by ByteDance Limited, (A) is not installed on the devices the Awardee is using to perform the obligations under this Agreement; or (B) if installed, such software application has no ability to access information related to this Agreement or the Awardee’s performance of its obligations under this Agreement.

The Awardee may not use funds provided pursuant to this Agreement to purchase any hardware, software, or service that is developed or provided by Kaspersky Laboratory, a Kaspersky Laboratory successor entity, or any entity that controls, is controlled by, or is under common control with Kaspersky Laboratory.

Article 3. Research Security Plan

The Awardee shall ensure that all contractors, subcontractors, and other partners participating in the performance of the Award comply with the requirements of the Research Security Plan.

The Department may advise the Awardee on its activities under the Research Security Plan. This includes the NIST Research Security Office providing the Awardee with relevant research and investment security-related information and advising on the process for conducting research security reviews.

Article 4. Covered Individuals

Article 5. Research Partnerships and Technology Transfer

Article 6. Notice and Non-Compliance

Within five (5) days of becoming aware of substantial non-compliance with the approved Research Security Plan, the Awardee must notify the Department. In the event that the Department determines that there has been non-compliance with the requirements of the terms of this Attachment 4 (Security), or substantial non-compliance with the Research Security Plan, the Department may take any action available to the Department under Article X (Non-Compliance with Agreement), including modifying the Award to impose mitigation measures deemed appropriate by the Department.

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Attachment 5. DOMESTIC CONTROL AND PRODUCTION

Article 1. Domestic Control

Consistent with the requirements of 15 U.S.C. § 4656(g), the Awardee shall ensure that:

Article 2. Domestic Production

Consistent with the requirements of 15 U.S.C. § 4656(g), the Awardee shall ensure that, for the Period of Performance and for ten (10) years following the Period of Performance, any Subject Inventions must be predominantly produced or licensed for production in the United States; provided, that in individual cases, the foregoing requirements may be waived by the Department for any Subject Invention upon a showing by the Awardee that reasonable but unsuccessful efforts have been made to predominantly produce or license for production in the United States or that, under the circumstances, domestic manufacture of such Subject Invention is not commercially feasible.

Article 3. Foreign Adversary Protections

For the Period of Performance and for five (5) years following the Period of Performance:

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Attachment 6. DAVIS-BACON ACT REQUIREMENTS

Article 1.      DEFINITIONS

“Davis-Bacon Act” means: Subchapter IV of Chapter 31 of Part A of Subtitle II of Title 40 of the United States Code, including and as implemented by the regulations set forth in Parts 1, 3 and 5 of Title 29 of the Code of Federal Regulations. 

“Davis-Bacon Act Covered Contract” means: any contract, agreement or other arrangement to which the Awardee (for the avoidance of doubt, including any subcontracting arrangements that the Awardee is not directly a party to) is party that is subject to Davis-Bacon Act Requirements. 

“Davis-Bacon Act Requirements” means: the requirement that all laborers and mechanics employed by contractors and subcontractors in the performance of construction work financed in whole or in part by the Award will be paid wages at rates not less than those prevailing on projects of a character similar in the relevant locality as determined by the Secretary of Labor in accordance with the Davis-Bacon Act, and all regulations related thereto, including those set forth in 29 C.F.R. §5.5(a) (1) to (10), and all notice, reporting and other obligations related thereto as required by the Department, including the appropriate wage determination(s) of the Secretary of Labor in each Davis-Bacon Act Covered Contract, in each case, including any retroactive compliance required under the Davis-Bacon Act unless such retroactivity is waived or otherwise modified by the Secretary of Labor in accordance with the Davis-Bacon Act. 

“DBA Compliance Matter” means: any deviation from compliance with the applicable Davis-Bacon Act Requirements. 

“DBA Compliance Matter Contractor” means: with respect to any DBA Compliance Matter, the DBA Contract Party that is party to the Davis-Bacon Act Covered Contract giving rise to such DBA Compliance Matter. 

“DBA Contract Party” means: any contractor, subcontractor (including any lower tier subcontractor) or other entity (other than the Awardee but including, if applicable, any affiliate) that is party to a Davis-Bacon Act Covered Contract.  

“DOL” means: the United States Department of Labor, an agency of the United States of America. 

Article 2.      REPRESENTATIONS AND WARRANTIES

Article 3. COMPLIANCE REQUIREMENTS

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Attachment 7. PROJECT PLANS; REPORTING REQUIREMENTS

The Awardee shall submit or provide all submissions required pursuant to this Attachment 7 (Project Plans; Reporting Requirements) via a secure collaboration platform authorized by the Department or hosted by the Awardee with approval from the Department. A link to the information uploaded in the collaboration platform shall be emailed to the Department contact identified in the Other Transaction Agreement Action Sheet. All other information shall be emailed directly to the Department contact identified in the Other Transaction Agreement Action Sheet and shall contain the following information in the email subject line: (1) Awardee Name; (2) FAIN; and (3) Action being requested or topic. Non-public information provided by the Awardee shall be clearly marked as Awardee Proprietary or Business Sensitive Information or may include other similar markings designating the proprietary, confidential, or sensitive nature of the information. With respect to any information so marked, the Department shall treat the same as confidential, shall not disclose such information to persons outside the U.S. Government without permission of the Awardee (unless required by law), and shall use reasonable efforts to protect such information from unauthorized use and disclosure.

The Department retains sole discretion to accept or reject any submission required pursuant to this Attachment 7 (Project Plans; Reporting Requirements). If a submission is rejected, the Department will inform the Awardee of the rejection, the reasons for the rejection, the timeline for resubmittal, which shall be a minimum of thirty (30) days, and proposed corrective actions.

The Awardee shall submit each Project Plan specified in the table below, in form and substance satisfactory to the Department, by the relevant Required Submission Date.

The Approved Budget Plan shall reflect the total budgeted project costs for the Project, broken down between Federal funds and the co-investment or matching funds. The Approved Budget Plan shall be broken down by cost category (e.g., salaries, supplies, equipment, travel, etc.) and summarized by performance year(s).

At a minimum, the CVDP Plan shall include measurable CVDP targets that demonstrate the viability of the Awardee’s business model and of the domestic production requirement under Article 2 of Attachment 5 (Domestic Control and Production). When relevant, the CVDP milestones should complement technical milestones in the Technical Plan. For each Milestone, the CVDP Plan shall describe in a tabular and chronological format: (a) a milestone identification number (e.g., C1, C2, etc.); (b) the dependent organization(s) or individual(s); (c) the month and year work is anticipated to start and end; (d) a description of the specific task/accomplishment (e.g., education and workforce needs assessment, training, course, partnership formed, worker recruitment and retention information, etc.); and (e) quantifiable success metrics.

At a minimum, the Data Management Plan shall include a summary of Activities that are expected to generate Data, the types of Data expected to be generated, a plan for storage and maintenance of the Data, and a plan for whether and how Data generated under this Agreement will be reviewed and made available to the public.

At a minimum, the IP Management Plan shall detail the practice and protocols to be used under this Agreement to ensure domestic control of IP funded by the Department while achieving program controls. The IP Management Plan shall discuss the intended management and ownership of IP, including identification of IP that may be developed under the Agreement, how it will support the CVDP Plan, existing or planned protocols to ensure domestic control of IP funded under this Agreement, and any additional licensing provisions to protect IP rights.

At a minimum, the Research Security Plan shall detail the requirements described in Article 5 of Attachment 4 (Security).

The Technical Plan shall detail all phases of work for the Project. At a minimum, the Technical Plan shall describe SMART milestones suitable for validation by the Awardee, Department staff, independent expert technology evaluators, or a combination of these entities, as appropriate. For each Milestone, the Technical Plan shall describe in a tabular and chronological format: (a) a milestone identification number (e.g., E1, E2, etc.); (b) the responsible organization(s) or individual(s); (c) the month and year work is anticipated to start and end; (d) a description of the specific task/accomplishment; and (e) quantifiable success metrics.

At a minimum, the Technology Control Plan shall detail the practice and protocols to be used under this Agreement to safeguard Technology from unauthorized export, transfer or disclosure.

The Awardee shall promptly notify the Department of any material update to any Project Plan (including any event that may have a significant impact upon the Project such as a delay or other adverse condition that may materially affect the ability of the Awardee to achieve a Milestone by the relevant Milestone Date relating thereto).

* After the first anniversary of the Award Date, any report or update marked above with a “*” may be deferred at the discretion of the Department and instead required on an annual basis. The due date for any such report shall be the date that is 30 days following the completion of the Awardee’s internal accounting team’s review of the applicable quarter's unaudited financials (in the case of quarterly reports) or audit of the applicable annual period’s financials (in the case of annual reports); provided, upon the Department’s reasonable request, with respect to an applicable quarter’s unaudited financials, the Awardee shall have its independent auditor “review” such unaudited financials. Such reports shall be consistent with the quarterly reports provided by the Awardee to the Department in the data room prior to the Award Date, with the exception of additional reporting requirements specific to the Award.

The Semiannual Business Financial Report shall include summarized details of the financial information of the Issuer and its subsidiaries (including the Awardee) on a consolidated basis. Audited financial statements of the Issuer shall be provided not less than annually. The report shall note cumulative rebudgeting for the year and attach a revised Approved Budget Plan (if applicable).

At a minimum, the Annual Technical Milestone Status Report shall include applicable technical presentation materials, a detailed schedule updates and progress made toward technical milestones, updates on identified risks, risk mitigation, and timelines to risk resolution.

In accordance with Article 2 of Attachment 3 (Intellectual Property), the Awardee shall disclose each Subject Invention to the Department within ninety (90) days after the inventor discloses it in writing to Awardee personnel responsible for patent matters. The Awardee must notify the Department of any patent issuing or other Intellectual Property arising from work performed under this Agreement. The Awardee shall submit to the Department annual listings of Subject Inventions.

To support ongoing conflict-of-interest and ethics compliance review, the Awardee must promptly inform the Department of any new or expanded relationship with Cantor Fitzgerald, L.P., BGC Group, or Newmark Group, Inc. during the Period of Performance. This notification requirement is solely for ethics, compliance, and conflict-of-interest review purposes and does not constitute an endorsement, recommendation, or preference regarding any entity.

The Parties shall meet periodically or at the request of either Party to discuss and address issues relating to the implementation of this Agreement. Such meetings shall be conducted during normal business hours in person or by teleconference or videoconference.

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Attachment 8. FORM OF SECURITIES ISSUANCE AGREEMENT

[Attached]