EX-4.1




 Exhibit 4.1 

SPECIMEN COMMON STOCK CERTIFICATE 
  

			
	 NUMBER
	  	SHARES

 RIGETTI COMPUTING, INC. 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

COMMON STOCK 
 SEE REVERSE
FOR 
 CERTAIN DEFINITIONS 

CUSIP 76655K 103 
 This
certifies that ____________________ is the owner of ______________. 
 FULLY PAID AND
NON-ASSESSABLE SHARES OF COMMON STOCK, US$0.0001 PAR VALUE PER SHARE, OF RIGETTI COMPUTING, INC. (THE “COMPANY”) 

Transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. 

Witness the facsimile signatures of its duly authorized officers. 

 

					
	 Dated:
	  		  	
	Chief Executive Officer	  	Delaware	  	Chief Financial Officer
	  
	  	  
	  	  













 RIGETTI COMPUTING, INC. 

The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or
other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held
subject to all the provisions of the Company’s certificate of incorporation, as the same may be amended from time to time, and resolutions of the Board of Directors providing for the issue of Common Stock (copies of which may be obtained from
the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations: 
  

					
	TEN COM — as tenants in common	  	 UNIF GIFT MIN ACT
 —
	  	Custodian

(Cust) (Minor)
			
	TEN ENT — as tenants by the entireties	  		  	under Uniform Gifts to Minors Act

(State)
	JT TEN — as joint tenants with right of survivorship and not as tenants in common	  		  	
	
	Additional abbreviations may also be used though not in the above list.












 For value received, hereby sells, assigns and transfers unto 

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S)) 

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S)) 

Shares represented by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the
within named Company with full power of substitution in the premises. 
  

			
	Dated:	  	
	  
	  	  

		  	Shareholder
		
		  	 NOTICE: THE SIGNATURE(S) TO THIS
 ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

		
	 Signature(s) Guaranteed:
  
	  	
	By	  	
	  
	  	
	  
	  	

 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULE).