REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into 10 March, 2026 and effective as of 10 March, 2026 by and between IonQ, Inc., a Delaware corporation (“IonQ”) and the undersigned (the “Holder”).
RECITALS
WHEREAS, IonQ and the Holder are parties to that Collaboration Agreement dated the date hereof (as may be amended, restated or modified from time to time, the “Collaboration Agreement”), pursuant to which IonQ is issuing 2,562,642 shares of common stock, par value $0.0001, of IonQ (“IonQ Common Stock”) to the Holder.
NOW, THEREFORE, in consideration of the covenants and other agreements of each Party contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereto hereby agree as follows:
1.Definitions. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to such terms in the Collaboration Agreement. For all purposes of and under this Agreement, the following capitalized terms shall have the respective meanings below:
a.“Exchange Act” means the Securities Exchange Act of 1934, as amended.
b.“Form S‑3” means a registration statement on Form S‑3 promulgated by the SEC under the Securities Act, as such form is in effect on the date hereof, or any successor or replacement form of registration statement promulgated by the SEC under the Securities Act from and after the date hereof, in any such case which similarly permits inclusion or incorporation of substantial information by reference to other documents filed by IonQ with the SEC.
c.“Holder” has the meaning given to such term in the recitals.
d.“Registrable Securities” means, (i) the number of shares of IonQ Common Stock issued to the Holder pursuant to the Collaboration Agreement and (ii) any IonQ Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the stock referenced in clause (i) above; provided, however, that shares of IonQ Common Stock held by the Holder shall cease to be Registrable Securities (x) after the Registration Statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with the Registration Statement and with Section f hereof or (y) at such time as the Holder is eligible to sell such securities without registration and, under Rule 144 of the Securities Act, without any limitation as to volume or manner of sale limitations thereunder.
e.“Securities Act” means the Securities Act of 1933, as amended.
f.“SEC” means the United States Securities and Exchange Commission.
2.Registration of Offers and Sales of Registrable Securities.
a.Promptly after execution of the Collaboration Agreement and as soon as practicable on the first Business Day after the Effective Date, IonQ shall file a registration statement on Form S‑3 (or any similar provisions then in force) promulgated under the Securities Act (or if Form S-3 is not available for purposes of registering the resale of the Registrable Securities, then on another appropriate form) (the “Registration Statement”) registering the resale of all Registrable Securities; provided that, IonQ’s obligation to include the Registrable Securities of the Holder in the Registration Statement shall be expressly conditioned upon IonQ’s prior receipt of all information and materials regarding the Holder as specified in Section 6 and the taking of all action reasonably required to be taken by the Holder. In lieu of filing such Registration Statement, IonQ may, in accordance with Section 9 hereof and on the same timeframe identified in this Section 2(a) above, file a prospectus supplement (covering the resale of all