EX-10.5





 Exhibit 10.5 

SUBSCRIPTION AGREEMENT 

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 7, 2021, by and between dMY
Technology Group, Inc. III and any successor thereto (the “Company”), a Delaware corporation, and the undersigned subscriber (“Subscriber”). 

WHEREAS, concurrently with the execution of this Subscription Agreement, the Company is entering into a definitive agreement with IonQ, Inc, a
Delaware corporation (“IonQ”), and the other parties thereto, in substantially the form previously provided to Subscriber, providing for the combination of the Company and IonQ (as may be amended or supplemented from time to time,
the “Transaction Agreement,” and the transactions contemplated by the Transaction Agreement, the “Transaction”); 

WHEREAS, in connection with the Transaction, Subscriber desires to subscribe for and purchase from the Company, immediately prior to the
consummation of the Transaction, that number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares” or “Class A common stock”), set forth on the
signature page hereto (the “Subscribed Shares”) for a purchase price of $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) (the “Per Share Price” and
the aggregate of such Per Share Price for all Subscribed Shares being referred to herein as the “Purchase Price”), and the Company desires to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the
Purchase Price by or on behalf of Subscriber to the Company at or prior to the Closing Date (as defined herein); and 
 WHEREAS, on or about
the date of this Subscription Agreement, the Company is entering into subscription agreements (the “Other Subscription Agreements” and together with the Subscription Agreement, the “Subscription Agreements”) with
certain other investors (the “Other Subscribers” and together with Subscriber, the “Subscribers”), pursuant to which such Subscribers have agreed to purchase on the closing date of the Transaction, inclusive of the
Subscribed Shares, an aggregate amount of up to 35,000,000 Shares, at the Per Share Price (the shares of the Other Subscribers, the “Other Subscribed Shares” and together with the Subscribed Shares, the “Collective
Subscribed Shares”). 
 NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants,
and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 

Section 1 Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby
agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed Shares (such subscription and issuance, the “Subscription”). 

Section 2 Closing. 

(a) The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the closing date of the
Transaction (the “Closing Date”), immediately prior to or substantially concurrently with, but in any event not after, the consummation of the Transaction. 












 (b) At least five (5) Business Days prior to the date the Company reasonably expects
all conditions to the closing of the Transaction to be satisfied and the closing of the Transaction to actually occur (the “Anticipated Closing Date”), the Company shall deliver written notice to Subscriber (the “Closing
Notice”) specifying (i) the Anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Company. No later than one (1) Business Day prior to the Anticipated Closing Date, Subscriber shall
deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such funds to be held by the Company in escrow until the
Closing, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name
the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable,
waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other restrictions (other than
those arising under this Subscription Agreement or applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the
Company’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date. In the event that the consummation of the Transaction does not occur within five (5) Business Days after the Anticipated Closing
Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than six (6) Business Days after the Anticipated Closing Date specified in the
Closing Notice) return the funds so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or
cancellation (x) a failure to close on the Anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior
to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 7 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company in escrow
following the Company’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2. For the purposes of this Subscription
Agreement, “Business Day” means any day other than a Saturday, Sunday or any other day on which the Federal Reserve Bank of New York is closed. Any funds held in escrow by the Company will be uninvested, and the Subscriber shall not
be entitled to any interest earned thereon. 
 (c) The Closing shall be subject to the satisfaction, or valid waiver by each of the parties
hereto, of the conditions that, on the Closing Date: 
  

	 	(i)	 no suspension of the qualification of the Subscribed Shares for offering or sale or trading in any
jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred; 


  

	 	(ii)	 all conditions precedent to the closing of the Transaction set forth in the Transaction Agreement, including
the approval of the Company’s stockholders, shall have been satisfied (as determined by the parties to the Transaction Agreement) or waived (other than those conditions which, by their nature, are to be and are reasonably expected to be
satisfied at the closing of the Transaction pursuant to the Transaction Agreement), and the closing of the Transaction shall be scheduled to occur substantially concurrently with or immediately following the Closing; and 



  
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	 	(iii)	 no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order,
law, rule or regulation which is then in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby.



 (d) The obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver by the
Company of the additional conditions that, on the Closing Date: 
  

	 	(i)	 all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and
correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all
respects) at and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to
materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects); and 


  

	 	(ii)	 Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing. 



(e) The obligation of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by Subscriber of the additional
conditions that, on the Closing Date: 
  

	 	(i)	 all representations and warranties of the Company contained in this Subscription Agreement shall be true and
correct in all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects)
at and as of the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality
or Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects); 


  

	 	(ii)	 the Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; 



  
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	 	(iii)	 the terms of the Transaction Agreement (as the same exists on the date hereof as provided to the Subscriber)
(including the conditions thereto) shall not have been amended or waived in a manner that would reasonably be expected to materially and adversely affect the economic benefits that the Subscriber (in its capacity as such) would expect to receive
under this Agreement; 


  

	 	(iv)	 there shall have been no amendment, waiver or modification to the Other Subscription Agreements that
economically benefits the Other Subscribers unless the Subscriber has been offered substantially the same benefits; 


  

	 	(v)	 the Company’s Class A common stock will have been approved for listing on the New York Stock Exchange
(the “NYSE” or the “Stock Exchange”), subject only to the official notice of the issuance thereof; provided, that the Subscribed Shares will not be eligible for trading on NYSE until such time as the
Registration Statement (as defined below) is effective or when Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) becomes available to the Company; and 



 

	 	(vi)	 the Company’s Class A common stock (i) shall be designated for quotation, or listed on the NYSE,
and (ii) shall not have been suspended, as of the applicable Closing Date, by the United States Securities and Exchange Commission (the “Commission”) or the NYSE from trading on the NYSE nor shall a suspension by the Commission
or the NYSE have been threatened, as of the Closing Date, either (A) in writing by the Commission or the NYSE or (B) by falling below the minimum listing maintenance requirements of the NYSE. 



Section 3 Company Representations and Warranties. The Company represents and warrants to Subscriber and the Placement
Agents that: 
 (a) The Company (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of
incorporation, (ii) has the requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into, deliver and perform its obligations under this Subscription Agreement,
and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of
its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Company Material Adverse Effect. For
purposes of this Subscription Agreement, a “Company Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Company and its subsidiaries, taken together as a whole (on a
consolidated basis), that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, properties, general affairs, management, financial position, stockholders’ equity, or results of
operations of the Company and its subsidiaries taken as a whole, or on the Company’s ability to consummate the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares. 

  
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 (b) As of the Closing Date, the Subscribed Shares will be duly authorized and, when issued
and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable and will not have been issued in
violation of or subject to any preemptive or similar rights created under the Company’s organizational documents (as adopted on or prior to the Closing Date), by contract or the laws of its jurisdiction of incorporation. 

(c) This Subscription Agreement has been duly authorized, validly executed and delivered by the Company, and assuming the due authorization,
execution and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. 

(d) Assuming the accuracy of the representations and warranties of the Subscriber, the execution and delivery of this Subscription Agreement,
the issuance and sale of the Subscribed Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the
terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject; (ii) the organizational documents of the Company or any of its subsidiaries; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency
or body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Company Material Adverse
Effect. 
 (e) Assuming the accuracy of the representations and warranties of Subscriber, the Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including New York Stock Exchange (the
“Stock Exchange”)) or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares), other than (i) filings
required by applicable state securities laws, (ii) the filing of the Registration Statement pursuant to Section 5 below, (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the United
States Securities and Exchange Commission (“Commission”) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), if applicable, (iv) those required by the Stock Exchange, including
with respect to obtaining stockholder approval, (v) those required to consummate the Transaction as provided under the Transaction Agreement, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
if applicable, and (vii) the failure of which to obtain would not be reasonably likely to have a Company Material Adverse Effect. 

  
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 (f) As of their respective dates, all forms, reports, statements, schedules, prospectuses,
proxies, registration statements and other documents filed by Company with the Commission prior to the date of this Subscription Agreement (the “SEC Documents”) required to be filed by the Company with the Commission complied in all
material respects with the applicable requirements of the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, and none
of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in
effect at the time of filing and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, year-end audit adjustments. A copy of each SEC Document is available to the Subscriber via the Commission’s EDGAR system. The Company has timely filed each SEC Document that the
Company was required to file with the Commission since its initial registration of the Common Stock with the Commission. There are no material outstanding or unresolved comments in comment letters from the staff of the Division of Corporation
Finance of the Commission with respect to any of the SEC Documents. 
 (g) Except for such matters as have not had and would not be
reasonably likely to have a Company Material Adverse Effect, there is no (i) suit, action, claim or other proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened against
the Company or any of its subsidiaries or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against the Company or any of its subsidiaries. 

(h) Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this
Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the Company to Subscriber. 

(i) Neither the Company, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Company security or
solicited any offers to buy any security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would
require registration of the issuance of the Subscribed Shares pursuant to this Subscription Agreement under the Securities Act. 
 (j)
Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares and
neither the Company nor any person acting on its behalf has offered any of the Subscribed Shares in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. 

(k) Except for Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (the “Placement Agents”), no broker, investment
banker, finder or other person is entitled to any brokerage or finder’s fee or commission in connection with the sale of the Subscribed Shares to Subscriber. No broker, finder or other financial consultant has acted on behalf of the Company in
connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on the Subscriber. For the avoidance of doubt, the Company and not the Subscriber is liable for any and all amounts in
connection with and due to the Placement Agents. 

  
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 (l) As of the date hereof, the shares of the Company’s Class A common stock are
registered pursuant to Section 12(b) of the Securities Exchange Act, and are listed for trading on the Stock Exchange under the symbol “DMYI.” There is no suit, action, proceeding or investigation pending or, to the knowledge of the
Company, threatened against the Company by the Stock Exchange or the Commission with respect to any intention by such entity to deregister the Shares or prohibit or terminate the listing of the Shares on the Stock Exchange. The Company has taken no
action that is designed to terminate the registration of the Shares under the Exchange Act. 
 (m) Concurrently with the execution and
delivery of this Subscription Agreement, the Company is entering into the Other Subscription Agreements providing for the sale of 29,000,000 Other Subscribed Shares for an aggregate purchase price of $290,000,000. Neither the Company nor any of its
affiliates has entered into any side letter agreements or other agreements or understandings (including written summaries of any oral understandings) with any Other Subscriber in connection with the transactions contemplated by the Other
Subscription Agreements, other than (i) Other Subscription Agreements (which agreements shall have been made available to the Subscriber prior to the date hereof) and (ii) as disclosed to Subscriber by the Company prior to the date hereof.
The Other Subscription Agreements state the same purchase price per share as stated in this Subscription Agreement. 
 (n) As at the date
hereof, and as of immediately prior to the Closing, the authorized capital stock of the Company is and will consist of: (i) 380,000,000 shares of Class A common stock, par value $0.0001 per share (“Authorized Class A
Shares”) (ii) 20,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B common stock”) (“Authorized Class B Shares”); and (iii)
1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Shares”) (“Authorized Preferred Shares”). As of the date hereof, and as of immediately prior to the completion of the Transaction
(prior to giving effect to (x) any redemption of any Class A common stock held by the Company’s public shareholders in connection with the consummation of the Transaction and (y) the issuance of the Collective Subscribed Shares):
(i) no Preferred Shares are and will be issued and outstanding; (ii) 30,000,000 Authorized Class A Shares are and will be issued and outstanding; (iii) 7,500,000 Authorized Class B Shares are and will be issued and outstanding; (iv)
4,000,000 private placement warrants (the “Private Placement Warrants”) are and will be outstanding; and (v) 7,500,000 public warrants (the “Public Warrants”) are and will be outstanding. All (i) issued and
outstanding shares of Class A common stock and Authorized Class B Shares have been duly authorized and validly issued, are fully paid and are non-assessable and are not subject to preemptive rights
and (ii) outstanding Private Placement Warrants and Public Warrants have been duly authorized and validly issued, are fully paid and are not subject to preemptive rights. Except as set forth above and pursuant to any Other Subscription
Agreements and the Transaction Agreement, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any shares of Class A common stock or Class B common stock, or any other equity
interests in the Company, or securities convertible into or exchangeable or exercisable for such equity interests. Other than the Merger Sub (as defined in the Transaction Agreement), the Company has no subsidiaries and does not own, directly or
indirectly, interests or investments (whether equity or debt) in any person, whether incorporated 

  
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or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any
securities of the Company, other than (A) as set forth in the SEC Reports and (B) as contemplated by the Transaction Agreement and the Ancillary Agreements (as defined in the Transaction Agreement). 

(o) The Company is not owned or controlled by or acting on behalf of (in connection with this Transaction), a Sanctioned Person. The Company is
not an institution that accepts currency for deposit and that (a) has no physical presence in the jurisdiction in which it is incorporated or in which it is operating and (b) is unaffiliated with a regulated financial group that is subject
to consolidated supervision (a “Shell Bank”) or providing banking services to a Shell Bank. The Company represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as
amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that the Company maintains policies and procedures reasonably designed to comply with applicable obligations under the
BSA/PATRIOT Act. The Company also represents that, to the extent required by applicable law, it maintains, either directly or through the use of a third-party administrator, policies and procedures reasonably designed for the screening of any
investors in the Company against Sanctions-related lists of blocked or restricted persons. For purposes of this Agreement, “Sanctioned Person” means at any time any person or entity with whom dealings are restricted, prohibited, or
sanctionable under any Sanctions (as defined below), including as a result of being: (a) listed on any Sanctions-related list of designated or blocked or restricted persons; (b) that is a national of, the government of, or any agency or
instrumentality of the government of, or resident in, or organized under the laws of, a country or territory that is the target of comprehensive Sanctions from time to time (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the
Crimea region); or (c) a relationship of ownership, control, or agency with any of the foregoing. “Sanctions” means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case
having the force of law) administered, enacted or enforced from time to time by (a) the United States (including without limitation the U.S. Department of the Treasury, Office of Foreign Assets Control, the U.S. Department of State, and the
U.S. Department of Commerce), (b) the European Union and enforced by its member states, (c) the United Nations and (d) the United Kingdom. 

(p) The Company is not owned or controlled by or acting on behalf of (in connection with this Transaction) a person or entity resident that:
(i) has been designated as non-cooperative with international anti-money laundering or counter terrorist financing principles or procedures by the United States or by an intergovernmental group or
organization, such as the Financial Action Task Force, of which the United States is a member; (ii) is the subject of an advisory issued by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury; or (iii) has been
designated by the Secretary of the Treasury under Section 311 of the USA PATRIOT Act as warranting special measures due to money laundering concerns (any such country or territory, a “Non-cooperative
Jurisdiction”), or an entity or individual that resides or has a place of business in, or is organized under the laws of, a Non-cooperative Jurisdiction. 

Section 4 Subscriber Representations and Warranties. Subscriber represents and warrants to the Company and the Placement
Agents that: 
 (a) Subscriber (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of
incorporation, and (ii) has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement. 

  
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 (b) This Subscription Agreement has been duly executed and delivered by Subscriber, and
assuming the due authorization, execution and delivery of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. 

(c) The execution and delivery of this Subscription Agreement, the purchase of the Subscribed Shares and the compliance by Subscriber with all
of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument
to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or
regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a
Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that would
reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares. 

(d) Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an
“accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act), in each case, satisfying the applicable requirements set forth on Annex A, (ii) is acquiring the Subscribed Shares only for
its own account and not for the account of others, or if Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer and Subscriber has
full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the
Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided the Company with the requested information on Annex A following the signature page hereto).
Subscriber is an “institutional account” as defined by FINRA Rule 4512(c). 
 (e) Subscriber understands that the Subscribed Shares
are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act. Subscriber understands that the Subscribed Shares may not
be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, or (ii) pursuant to an applicable
exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the applicable states and other jurisdictions of the United States, and


  
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that any certificates or book entry records representing the Subscribed Shares shall contain a restrictive legend to such effect. The Subscriber acknowledges and agrees that the Subscribed Shares
will be subject to these securities law transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Subscribed Shares and may be required to bear the financial risk of an investment in the
Subscribed Shares for an indefinite period of time. Subscriber acknowledges and agrees that the Subscribed Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until
at least one year from the filing of “Form 10 information” with the Commission after the Closing Date. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of
the Subscribed Shares. 
 (f) Subscriber understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the
Company. Subscriber further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or agreements made to Subscriber by the Company, the Placement Agents, any of their
respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives, any other party to the Transaction or any other person or entity, expressly or by implication, other than those representations,
warranties, covenants and agreements of the Company set forth in this Subscription Agreement. Subscriber acknowledges that certain information provided by the Company was based on projections, and such projections were prepared based on assumptions
and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections.

 (g) In making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon independent investigation made by
Subscriber. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Shares, including with respect to the Company and the
Transaction (including IonQ and its subsidiaries (collectively, the “Acquired Companies”)). Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask
such questions, receive such answers and obtain such information as Subscriber and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. Without limiting
the generality of the foregoing, the Subscriber acknowledges that it has reviewed the Company’s filings with the Commission. Subscriber acknowledges and agrees that none of the Placement Agents, or any affiliate of the Placement Agents, has
provided Subscriber with any information or advice with respect to the Subscribed Shares nor is such information or advice necessary or desired. None of the Placement Agents or any of their respective affiliates has made or makes any representation
as to the Company or the Acquired Companies or the quality or value of the Subscribed Shares and the Placement Agents and any of their respective affiliates may have acquired non-public information with
respect to the Company or the Acquired Companies which Subscriber agrees need not be provided to it. In connection with the issuance of the Subscribed Shares to Subscriber, none of the Placement Agents or any of their respective affiliates has acted
as a financial advisor or fiduciary to Subscriber. The Subscriber agrees that none of the Placement Agents shall be liable to any Subscriber for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the
Subscriber’s purchase of the Subscribed Shares. 

  
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 (h) Subscriber became aware of this offering of the Subscribed Shares solely by means of
direct contact between Subscriber and the Company and/or IonQ, or their respective representatives or affiliates, or by means of contact from the Placement Agents and the Subscribed Shares were offered to Subscriber solely by direct contact between
Subscriber and the Company and/or IonQ, or their respective affiliates. Subscriber did not become aware of this offering of the Subscribed Shares, nor were the Subscribed Shares offered to Subscriber, by any other means. Subscriber acknowledges that
the Company represents and warrants that the Subscribed Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a
distribution in violation of, the Securities Act, or any state securities laws. 
 (i) Subscriber acknowledges that it is aware that there
are substantial risks incident to the purchase and ownership of the Subscribed Shares. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the
Subscribed Shares, and Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision. 

(j) Subscriber has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined that the
Subscribed Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges
specifically that a possibility of total loss exists. 
 (k) Subscriber understands and agrees that no federal or state agency has passed
upon or endorsed the merits of the offering of the Subscribed Shares or made any findings or determination as to the fairness of this investment. 

(l) Subscriber is not owned or controlled by or acting on behalf of (i) a person or entity named on the List of Specially Designated
Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC
List”), or a person or entity with whom dealings are prohibited by any U.S. sanctions program. Subscriber is not an institution that accepts currency for deposit and that (a) has no physical presence in the jurisdiction in which it is
incorporated or in which it is operating and (b) is unaffiliated with a regulated financial group that is subject to consolidated supervision (a “Shell Bank”) or providing banking services to a Shell Bank. Subscriber represents
that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that
Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required by applicable law, Subscriber maintains, either directly or through the use of a third-party
administrator, policies and procedures reasonably designed for the screening of any investors in the Subscriber against the OFAC sanctions programs, including the OFAC List. Subscriber further represents and warrants (a) that to the extent
required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Subscribed Shares were not directly or indirectly derived from or related to any activities that may contravene
US. federal, state or non-U.S. anti-money laundering, anti-corruption or U.S. sanctions laws and regulations or activities that may otherwise be deemed criminal and (b) any returns from the
Subscriber’s investments will not be used to finance any illegal activities. 

  
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 (m) Subscriber is not owned or controlled by or acting on behalf of (in connection with this
Transaction), a person or entity resident in, or whose funds used to purchase the Subscribed Shares are transferred from or through, a country, territory or entity that (i) has been designated as
non-cooperative with international anti-money laundering or counter terrorist financing principles or procedures by the United States or by an intergovernmental group or organization, such as the Financial
Action Task Force, of which the United States is a member; (ii) is the subject of an advisory issued by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury; or (iii) has been designated by the Secretary of the
Treasury under Section 311 of the USA PATRIOT Act as warranting special measures due to money laundering concerns (any such country or territory, a “Non-cooperative Jurisdiction”), or an entity
or individual that resides or has a place of business in, or is organized under the laws of, a Non-cooperative Jurisdiction. 

(n) Subscriber does not have, as of the date hereof, and during the 30-day period immediately prior to
the date hereof such Subscriber has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or Short Sale positions with respect to the securities
of the Company or IonQ. Notwithstanding the foregoing, in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers
have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the
portfolio manager that made the investment decision to purchase the Subscribed Shares covered by this Agreement. 
 (o) Subscriber is not
currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) including any
group acting for the purpose of acquiring, holding, voting or disposing of equity securities of the Company or IonQ (within the meaning of Rule 13d-5(b)(1) under the Exchange Act). 

(p) If Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or an employee benefit plan that is a governmental plan
(as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but
may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are
considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and
warrants that (i) neither the Company, nor any of its respective affiliates, including dMY Sponsor III, LLC (the “Transaction Parties”), has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to
its decision to acquire and hold the Subscribed Shares, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares and
(ii) the acquisition and holding of the Subscribed Shares will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code. 

  
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 (q) Subscriber at the Closing will have sufficient funds to pay the Purchase Price pursuant
to Section 2. 
 (r) No broker, investment banker, finder or other person has acted on behalf of Subscriber and is
entitled to any brokerage or finder’s fee or commission in connection with the sale of the Subscribed Shares to Subscriber. 
 (s)
Subscriber agrees that the Placement Agents may rely upon the representations and warranties made by Subscriber to the Company in this Subscription Agreement. 

Section 5 Registration of Subscribed Shares. 

(a) The Company agrees that, within fifteen (15) Business Days after the Closing Date (the “Filing Date”), the Company
will submit to or file with the Commission (at the Company’s sole cost and expense) a registration statement on Form S-1 registering the resale of the Subscribed Shares (the “Registration
Statement”) and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof (and in any event, no later than thirty (30) calendar days
following the Filing Date) (the “Effectiveness Deadline”), provided, that the Effectiveness Deadline shall be extended to sixty (60) calendar days after the Filing Date if the Registration Statement is reviewed by, and comments
thereto are provided from, the Commission; provided, that if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission
is open for business. Notwithstanding the foregoing, if the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or subject to further review, the Company shall
use its commercially reasonable efforts to have the Registration Statement declared effective within five (5) Business Days of receipt of such notice, or on the Closing Date, if later. Any failure by the Company to file the Registration
Statement by the Closing Date or to effect such Registration Statement by the Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth above in this
Section 5. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the undersigned for review (but not comment) at least two (2) Business Days in advance of filing the
Registration Statement; provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. In no event
shall the undersigned be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided, that if the Commission requests that a Subscriber be identified as a statutory underwriter in the
Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement. The Company agrees that, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a
Registration Statement, the Company will use commercially reasonable efforts to cause such Registration Statement to remain effective with respect to Subscriber until the earlier of (i) two (2) years from the issuance of the Subscribed Shares,
(ii) the date on which all of the Subscribed Shares shall have been sold, or (iii) on the first date on which the undersigned can sell all of its Subscribed Shares (or shares received in exchange therefor) under Rule 144 of the Securities
Act without limitation as to the manner of sale or the amount of such securities that may be sold. For 

  
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as long as the Registration Statement shall remain effective pursuant to the immediately preceding sentence, the Company will use commercially reasonable efforts to file all reports, and provide
all customary and reasonable cooperation, necessary to enable the undersigned to resell the Subscribed Shares pursuant to the Registration Statement or Rule 144 of the Securities Act (when Rule 144 of the Securities Act becomes available to the
Company), as applicable, qualify the Subscribed Shares for listing on the applicable stock exchange on which the Company’s Shares are then listed, and update or amend the Registration Statement as necessary to include the Subscribed Shares. The
undersigned agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), of Subscribed
Shares to the Company (or its successor) upon request solely to assist the Company in making the determination described above. The Company’s obligations to include the Subscribed Shares in the Registration Statement are contingent upon
Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition of the Subscribed Shares as shall be reasonably requested by the Company
to effect the registration of the Subscribed Shares, and Subscriber shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including
providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided Subscriber shall not be required to
execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer Subscribed Shares except as provided in Section 9 of this Subscription Agreement.
In the case of the registration effected by the Company pursuant to this Subscription Agreement, the Company shall, upon reasonable request, inform Subscriber as to the status of such registration. Subscriber shall not be entitled to use the
Registration Statement for an underwritten offering of Subscribed Shares. Notwithstanding anything to the contrary contained herein, the Company may delay or postpone filing of such Registration Statement, and from time to time require Subscriber
not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement if it determines that in order for the registration statement to not contain a material misstatement or omission, an amendment
thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such
circumstance, a “Suspension Event”); provided, that, (w) the Company shall not so delay filing or so suspend the use of the Registration Statement on more than two (2) occasions for a period of more than sixty
(60) consecutive days each or more than a total of one hundred-twenty (120) calendar days, in each case in any three hundred sixty (360) day period and (x) the Company shall use commercially reasonable efforts to make such
registration statement available for the sale by the undersigned of such securities as soon as practicable thereafter. 
 (b) Upon receipt of
any written notice from the Company (which notice shall not contain any material non-public information regarding the Company) of the happening of any Suspension Event during the period that the Registration
Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the undersigned agrees that (i) it will immediately discontinue offers and sales of the Subscribed Shares under the
Registration Statement (excluding, for the 

  
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avoidance of doubt, sales conducted pursuant to Rule 144) until the undersigned receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that
corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will
maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law, subpoena or regulatory request or requirement. If so directed by the Company, the undersigned will deliver to
the Company or, in the undersigned’s sole discretion destroy, all copies of the prospectus covering the Subscribed Shares in the undersigned’s possession; provided, however, that this obligation to deliver or destroy all copies of the
prospectus covering the Subscribed Shares shall not apply (w) to the extent the undersigned is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional
requirements or (B) in accordance with a bona fide pre-existing document retention policy or (x) to copies stored electronically on archival servers as a result of automatic data back-up. 
 (c) 
  

	 	(i)	 The Company agrees to indemnify, to the extent permitted by law, the Subscriber (to the extent a seller under
the Registration Statement), its directors and officers, employees and agents, and each person who controls the Subscriber (within the meaning of the Securities Act), to the extent permitted by law, against all losses, claims, damages, liabilities
and reasonable and documented out of pocket expenses (including reasonable and documented attorneys’ fees of one law firm (plus the fees of any local counsel)) caused by any untrue or alleged untrue statement of material fact contained in any
Registration Statement, prospectus included in any Registration Statement (“Prospectus”) or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information furnished
in writing to the Company by or on behalf of the Subscriber expressly for use therein. 


  

	 	(ii)	 In connection with any Registration Statement in which the Subscriber is participating, the Subscriber shall
furnish (or cause to be furnished) to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the
Company, its directors and officers, employees and agents, and each person or entity who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including, without limitation,
reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in, or incorporated by reference in, any Registration Statement, Prospectus or preliminary Prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the 



  
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statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is
contained (or not contained in, in the case of an omission) in any information or affidavit so furnished in writing by or on behalf of the Subscriber expressly for use therein; provided, however, that the liability of the Subscriber
shall be several and not joint with any Other Subscribers and shall be limited to the net proceeds received by the Subscriber from the sale of Subscribed Shares giving rise to such indemnification obligation. 


 

	 	(iii)	 Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such
failure has not prejudiced the indemnifying party) and (B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties or separate defenses may exist with respect to such
claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld, delayed or conditioned). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay
the fees and expenses of more than one counsel (plus any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of
interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any
settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability
on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or
litigation.


  

	 	(iv)	 The indemnification provided for under this Subscription Agreement shall remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the transfer of the Subscribed Shares purchased pursuant to this
Subscription Agreement.


  

	 	(v)	 If the indemnification provided under this Section 5(c) from the indemnifying party is unavailable or
insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified




  
 16 














	 	
party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability of the Subscriber shall be limited to the net proceeds
received by such Subscriber from the sale of Subscribed Shares giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not
supplied by, in the case of an omission), or on behalf of, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or
prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 5(c)(i),
(ii) and (iii) above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5(c)(v) from any person or entity who was not guilty of such fraudulent misrepresentation. 


(d) If the Subscribed Shares acquired hereunder are either eligible to be sold (i) pursuant to an effective Registration Statement or
(ii) without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act, then at the Subscriber’s request, the Company will reasonably cooperate
with the Company’s transfer agent, such that any remaining restrictive legend set forth on such Subscribed Shares will be removed in connection with a sale of such shares. 

Section 6 Short Sales. Subscriber hereby agrees that, from the date of this Subscription Agreement, none of Subscriber, its
controlled affiliates, or any person or entity acting on behalf of Subscriber or any of its controlled affiliates or pursuant to any understanding with Subscriber or any of its controlled affiliates will engage in any Short Sales with respect to
securities of the Company prior to the Closing. For purposes of this Section 6, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the
Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including
on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities
under common management with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short
Sales and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment


  
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decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by
the portfolio manager that made the investment decision to purchase the Subscribed Shares covered by this Subscription Agreement. For the purposes of this Subscription Agreement, (i) the Company and the Company’s subsidiaries shall not be
considered affiliates or controlled affiliates of the Subscriber or any of the Subscriber’s affiliates, (ii) no portfolio company of any affiliate of Silver Lake Group, L.L.C. that serves as general partner of, or manages or advises, any
investment fund or other investment entity affiliated with Silver Lake Group, L.L.C., the Subscriber or their respective affiliates shall be deemed an affiliate or controlled affiliate of the Subscriber and its other affiliates (and vice versa) and
(iii) the Subscriber and the Other Subscribers shall not be considered affiliates of each other. 
 Section 7 Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the
earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of the parties hereto to terminate this Subscription Agreement, (c) if, on the
Closing Date of the Transaction, any of the conditions to Closing set forth in Section 2 of this Subscription Agreement have not been satisfied as of the time required hereunder to be so satisfied or waived by the party
entitled to grant such waiver and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated or (d) January 6, 2022, if the Closing shall not have occurred on or before such date (the termination
events described in clauses (a)-(d) above, collectively, the “Termination Events”); provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination,
and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall notify Subscriber of the termination of the Transaction Agreement promptly after the
termination thereof. Upon the occurrence of any Termination Event, except as set forth in the proviso to the first sentence of this Section 7, this Subscription Agreement shall be void and of no further effect and any
portion of the Purchase Price paid by the Subscriber to Company in connection herewith shall promptly (and in any event within one (1) Business Day) following the Termination Event be returned to the Subscriber. 

Section 8 Trust Account Waiver. Subscriber hereby acknowledges that the Company has established a trust account (the
“Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon)
for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in
the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of
whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims
that it may have against the Trust Account now or in 

  
 18 













 
the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any reason whatsoever;
provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial
ownership of securities acquired by any means other than pursuant to this Subscription Agreement, including but not limited to redemptions or distributions from the Trust Account in accordance with the Company’s amended and restated certificate
of incorporation in respect of shares of Class A Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement. 

Section 9 Transfer Restrictions. Subscriber agrees that it shall not, without the prior written consent of the Company,
(a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to the Subscribed Shares specified in the subsequent clauses (i) and (ii), (b) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any Subscribed Shares (clauses (a) and (b) collectively, a “Transfer”) or (c) publicly announce any intention to effect any transaction
specified in clause (a) or (b), in each case, as follows: (i) for one-third of the Subscribed Shares to be held by the Subscriber and its permitted assigns (as defined below) at the Closing Date, for
a period beginning on the date hereof and ending on the date that is eighteen (18) months hereafter and (ii) for one-third of the Subscribed Shares to be held by the Subscriber and its permitted
assigns (as defined below) at the Closing Date, for a period beginning on the date hereof and ending on the earlier of (1) the date that is twelve (12) months hereafter and (2) the date on which the last reported sale price of
Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period
commencing at least one hundred fifty (150) days after the Closing Date (each such period in clauses (i) and (ii), a “Lock-Up Period”). For the avoidance of doubt, the remaining one-third of the Subscribed Shares held by the Subscriber and its permitted assigns (as defined below) at the Closing Date shall not be subject to any Lock-Up Period.
Notwithstanding the foregoing provisions of this Section 9, (x) each Lock-Up Period shall end on the date of consummation of a liquidation, merger, stock exchange, reorganization,
tender offer, in each case, approved by the Board of Directors of the Company (or any successor thereto) or a duly authorized committee thereof or other similar transaction which results in all of stockholders of the Company (or any successor
thereto) having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Closing Date. and (y) the Subscriber may Transfer any Subscriber Shares (A) to its permitted assigns, irrespective
of whether any rights and obligations under this Subscription Agreement have been assigned to such person or (B) in connection with any legal, regulatory or other order. For the avoidance of doubt, the Subscriber and its permitted assigns shall
retain all of their respective rights as stockholders of the Company with respect to the applicable Subscribed Shares during the applicable Lock-Up Period, including the right to vote any Subscribed Shares
that such person is entitled to vote. 

  
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 Section 10 Miscellaneous. 

(a) All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or
other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail, with no mail undeliverable or other rejection notice, on the date of transmission to such
recipient, (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in
accordance with this Section 10(a). A courtesy electronic copy (which copy shall not constitute notice) of any notice sent by methods (i), (iii), or (iv) above shall also be sent to the recipient via electronic mail if
provided in the applicable signature page hereof or to an electronic mail address as subsequently modified by written notice given in accordance with this Section 10(a). 

(b) Subscriber acknowledges that the Company, IonQ, the Placement Agents and others will rely on the acknowledgments, understandings,
agreements, representations and warranties of Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company, IonQ and the Placement Agents if it becomes aware that any of the
acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects. Each of Subscriber and the Company acknowledges and agrees that each purchase by Subscriber
of Subscribed Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by each of Subscriber and the Company as of the time of
such purchase. The Company acknowledges that Subscriber will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, the Company agrees to promptly
notify Subscriber if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the Company set forth herein are no longer accurate in all material respects. 

(c) The Company hereby agrees and acknowledges that Subscriber (together with its affiliates) invests in numerous companies, some of which may
be deemed competitive with the Company’s business. The Company hereby agrees that, to the extent permitted under applicable law, Subscriber shall not be liable to the Company for any claim arising out of, or based upon, the investment by
Investor in any entity competitive with the Company; provided, that nothing in this Section 10(c) shall limit Subscriber’s liability resulting from a breach of the Subscription Agreement. 

(d) Each of the Company, IonQ, the Placement Agents and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy
hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. The parties hereto acknowledge and agree that the Placement Agents are third-party beneficiaries of the
acknowledgments, representations, warranties and covenants of the parties contained in this Subscription Agreement. 
 (e) Subscriber shall
pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein. 

  
 20 













 (f) Neither this Subscription Agreement nor any rights that may accrue to Subscriber
hereunder (other than the Subscribed Shares acquired hereunder, if any) may be transferred or assigned. Neither this Subscription Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned (provided, that, for
the avoidance of doubt, the Company may transfer the Subscription Agreement and its rights hereunder solely in connection with the consummation of the Transaction and exclusively to another entity under the control of, or under common control with,
the Company). Notwithstanding the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds, vehicles or accounts controlled, managed or advised
by the investment manager who acts on behalf of Subscriber or any of its affiliates) or, with the Company’s prior written consent, to another person (each of the foregoing, a “permitted assign”), provided that no such
assignment shall relieve Subscriber of its obligations hereunder if any such assignee fails to perform such obligations. 
 (g) All the
agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing. For the avoidance of doubt, if for any reason the Closing does not occur prior to the consummation of the Transaction, all
representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Transaction and remain in full force and effect. 

(h) The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the
eligibility of Subscriber to acquire the Subscribed Shares and to register the Subscribed Shares for resale, and Subscriber shall provide such information as may be reasonably requested. Subscriber acknowledges that, subject to the conditions set
forth in Section 10(u), the Company may file a copy of this Subscription Agreement with the Commission as an exhibit to a periodic report of the Company or a registration statement of the Company. 

(i) This Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of the parties
hereto. 
 (j) This Subscription Agreement and any non-disclosure agreement entered into by the
parties hereto constitute the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. 

(k) Except as otherwise provided herein, this Subscription Agreement is intended for the benefit of the parties hereto and their heirs,
executors, administrators, successors, legal representatives, and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person. Except as set forth in Section 10(b),
Section 10(c), this Section 10(k), and Section 10(t) with respect to the persons specifically referenced therein, this Subscription Agreement shall not confer any rights
or remedies upon any person other than the parties hereto, and their respective successor and assigns, and the parties hereto acknowledge that such persons so referenced are third party beneficiaries of this Subscription Agreement for the purposes
of, and to the extent of, the rights granted to them, if any, pursuant to the applicable provisions. 

  
 21 













 (l) The parties hereto acknowledge and agree that (i) this Subscription Agreement is
being entered into in order to induce the Company to execute and deliver the Transaction Agreement and (ii) irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance
with their specific terms or were otherwise breached and that money or other legal remedies would not be an adequate remedy for such damage. It is accordingly agreed that the parties shall be entitled to equitable relief, including in the form of an
injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party
is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that (i) the Company shall be entitled to specifically enforce Subscriber’s obligations to fund the Subscription Amount and the
provisions of the Subscription Agreement and (ii) the Subscriber shall be entitled to specifically enforce the Company’s obligations to issue the Subscribed Shares and the provisions of the Subscription Agreement, in each case of prong
(i) and (ii), on the terms and subject to the conditions set forth herein. The parties hereto further acknowledge and agree: (x) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy;
(y) not to assert that a remedy of specific enforcement pursuant to this Section 10(l) is unenforceable, invalid, contrary to applicable law or inequitable for any reason; and (z) to waive any defenses in any
action for specific performance, including the defense that a remedy at law would be adequate. 
 (m) In any dispute arising out of or
related to this Subscription Agreement, or any other agreement, document, instrument or certificate contemplated hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award to the prevailing party, if
any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the dispute and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument or certificate
contemplated hereby and, if the adjudicating body determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the adjudicating body may award the prevailing
party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the adjudication and the enforcement of its rights under this Subscription Agreement or any other agreement,
document, instrument or certificate contemplated hereby or thereby. 
 (n) If any provision of this Subscription Agreement shall be invalid,
illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. 

(o) No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing
between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto
shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any
other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand. 

  
 22 













 (p) This Subscription Agreement may be executed and delivered in one or more counterparts
(including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed
together and shall constitute one and the same agreement. 
 (q) This Subscription Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state. 

(r) EACH PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY
AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS
SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. 

(s) The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be
brought exclusively in the United States District Court for the Southern District of New York, the Supreme Court of the State of New York and the federal courts of the United States of America located in the State of New York (collectively the
“Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Subscription Agreement may be brought in any other forum.
Each party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to
object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons, notice or
document to a party hereof in compliance with Section 10(a) of this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which
the parties have submitted to jurisdiction as set forth above. 

  
 23 













 (t) This Subscription Agreement may only be enforced against, and any claim, action, suit or
other legal proceeding based upon, arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought against the entities that are expressly named as parties
or third party beneficiaries hereto and then only with respect to the specific obligations set forth herein with respect to such party or third party beneficiary. No past, present or future director, officer, employee, incorporator, manager, member,
partner, stockholder, affiliate, agent, attorney or other representative of any party hereto or of any affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any
party hereto under this Subscription Agreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby. 

(u) Subscriber hereby consents to the publication and disclosure in any Form 8-K filed by the Company
with the Commission and, with the prior written consent of Subscriber, which consent shall not be unreasonably withheld, in any press release issued by the Company or IonQ, in connection with the execution and delivery of the Transaction Agreement
or the transactions contemplated thereby and the Proxy Statement (as defined in the Transaction Agreement) (and, as and to the extent otherwise required by the federal securities laws, exchange rules, the Commission or any other securities
authorities or any rules and regulations promulgated thereby, any other documents or communications provided by the Company or IonQ to any governmental entity or to any securityholders of the Company) of Subscriber’s identity and beneficial
ownership of the Subscribed Shares and the nature of Subscriber’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by the Company or IonQ, a copy of this Agreement, all solely to the
extent required by applicable law or any regulation or stock exchange listing requirement. Other than as set forth in the immediately preceding sentence, without Subscriber’s prior written consent, which consent shall not be unreasonably
withheld, the Company will not publicly disclose the name of Subscriber, other than to the Company’s lawyers, independent accountants and to other advisors and service providers who reasonably require such information in connection with the
provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential. Notwithstanding anything herein to the contrary, without Subscriber’s prior written
consent, which consent shall not be unreasonably withheld, the Company shall not use Subscriber’s name in connection with the Transaction, except to the extent such disclosure is required by law, at the request of the Staff of the SEC or
regulatory agency or under the regulations of the Stock Exchange, in which case the Company shall provide Subscriber with prior written notice of such disclosure. Subscriber will promptly provide any information reasonably requested by the Company
or IonQ for any regulatory application or filing made or approval sought in connection with the Transaction (including filings with the Commission). For the avoidance of doubt, nothing in this Agreement shall require or be deemed to require the
Company or IonQ to make public or disclose any material, non-public information that the Company and/or IonQ have provided to Subscriber other than the material,
non-public information that is contained in the Proxy Statement (as defined in the Transaction Agreement) or other filings of the Company with the Commission; provided, that the Company shall, by 9:00
a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one or more press releases or file with the Commission a Current Report on
Form 8-K disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and by any Other Subscription Agreements executed and delivered at such
time and the Transaction. 

  
 24 













 
Notwithstanding the foregoing, the Company shall provide to Subscriber a copy of any proposed disclosure relating to the Subscriber in accordance with the provisions of this
Section 10(u) in advance of any publication thereof and shall include such revisions to such proposed disclosure as Subscriber shall reasonably request. 

(v) The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or
any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or other investor
under the Other Subscription Agreements. The decision of Subscriber to purchase Subscribed Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of
any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company, IonQ or any of their respective
subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other
Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or investor pursuant
hereto or thereto, shall be deemed to constitute Subscriber and Other Subscribers or other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and Other Subscribers or
other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber
has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Subscribed Shares or enforcing its rights under
this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or
investor to be joined as an additional party in any proceeding for such purpose. 
 (w) Promptly after the date hereof, Subscriber and IonQ
or a successor company resulting from the Transaction shall use reasonable best efforts to negotiate in good faith and enter into, as of the Closing, a contractual commitment (the “Collaboration Framework Agreement”) on terms
consistent with the terms set forth on Exhibit A (the “Collaboration Framework Term Sheet”) of this Subscription Agreement (and any other terms as may be mutually agreed between such persons); provided, that,
notwithstanding the foregoing, in the event that the parties are not able to finalize the Collaboration Framework Agreement prior to the Closing, (i) the parties shall continue to negotiate in good faith and shall enter into, execute and
deliver such agreement as soon as reasonably practicable thereafter and (ii) the terms and conditions set forth on the Collaboration Framework Term Sheet shall be binding on the parties until the time the Collaboration Framework Agreement is
executed and delivered 
 [Signature pages follow.] 
  

  
 25 













 IN WITNESS WHEREOF, each of the Company and Subscriber has executed or caused this
Subscription Agreement to be executed by its duly authorized representative as of the date first set forth above. 
  

	
	SILVER LAKE PARTNERS VI DE (AIV), L.P.
	By: Silver Lake Technology Associates VI, L.P.
	By: SLTA VI (GP), L.L.C.
	By: Silver Lake Group, L.L.C.
	
	By: /s/ Egon Durban
	
	Name: Egon Durban
	Title: Co-CEO
	
	 Address for Notices
  

550 Hudson Yards
 550 West 34th Street, 40th Floor

	New York, NY 10001
	ATTN: Andrew J. Schader
	 EMAIL: andy.schader@silverlake.com
  

with a copy (not to constitute notice) to:

	
	 Simpson Thacher & Bartlett LLP
 425
Lexington Avenue

	New York, NY 10017
	ATTN: Ken Wallach
	 EMAIL: ken.wallach@stblaw.com
 and

	 Simpson Thacher & Bartlett LLP
 2475
Hanover Street

	Palo Alto, CA 94304
	ATTN: Atif Azher; Naveed Anwar
	 EMAIL: aazher@stblaw.com;

naveed.anwar@stblaw.com



  

					
	 Number of Subscribed Shares subscribed for:
	  			
		  	  
	  
	 
	 Price Per Subscribed Share:
	  	$	10.00	 
	 Aggregate Purchase Price:
	  	$	 	 
		  	  
	  
	 

 You must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account of the
Company specified by the Company in the Closing Notice. 
 [Signature Page to Subscription Agreement] 












 
			
	DMY TECHNOLOGY GROUP, INC. III
	
	By: /s/ Niccolo de Masi
	
	Name: Niccolo de Masi
	Title: Chief Executive Officer
	
	 Address for Notices
  

dMY Technology Group, Inc. III
 1180 North Town Center Drive,
Suite 100

	Las Vegas, Nevada 89144
	
	ATTN: Niccolo de Masi, Chief Executive Officer
	 EMAIL: niccolo@dmytechnology.com
  

with a copy (not to constitute notice) to:

	
	Cleary Gottlieb Steen & Hamilton LLP
	One Liberty Plaza
	New York, New York 10006
		
	ATTN:	 	Giovanni P. Prezioso
		 	Adam J. Brenneman
		
	EMAIL:	 	gprezioso@cgsh.com
		 	abrenneman@cgsh.com


 [Signature Page to Subscription Agreement] 












 ANNEX A 

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER 

This Annex A should be completed and signed by Subscriber 

and constitutes a part of the Subscription Agreement. 
  

	A.	 QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable) 



 

	 	☐	 Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act).



  

	B.	 ACCREDITED INVESTOR STATUS (Please check the box) 



 

	 	☐	 Subscriber is an “accredited investor” (within the meaning of Rule 501(a)[(1), (2), (3) or (7)] under
the Securities Act) and has marked and initialed the appropriate box below indicating the provision under which it qualifies as an “accredited investor.” 



 

	C.	 AFFILIATE STATUS (Please check the applicable box) 



SUBSCRIBER: 
  

	 	☐	 is: 


  

	 	☐	 is not: 



an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.

 Rule 501(a), in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below
listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the
provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.” 
  

	 	☐	 Any bank, registered broker or dealer, insurance company, registered investment company, business development
company, or small business investment company; 


  

	 	☐	 Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of
a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; 


  

	 	☐	 Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a
bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000; 


  

	 	☐	 Any corporation, similar business trust, partnership or any organization described in Section 501(c)(3) of
the Internal Revenue Code, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or 


  

	 	☐	 Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is
directed by a sophisticated person. 














 
			
	SUBSCRIBER:
	Print Name:
		
	By:	 	              

		 	Name:
		 	Title: