0001193125-25-156889 Sample Contracts

IonQ, Inc. 14,165,708 Shares of Common Stock, par value $0.0001 per share 3,855,557 Pre-Funded Warrants to Purchase 3,855,557 Shares of Common Stock 36,042,530 Warrants to Purchase 36,042,530 Shares of Common Stock Underwriting Agreement

Underwriting Agreement • July 9th, 2025 • IonQ, Inc. • Services-computer integrated systems design • New York

• Contract Type
  Underwriting Agreement
• Filed
  July 9th, 2025
• Company
  IonQ, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  New York

IonQ, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of (i) 14,165,708 shares (the “Underwritten Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of the Company, (ii) 3,855,557 pre-funded warrants of the Company to purchase an aggregate of 3,855,557 shares of Common Stock at an exercise price equal to $0.0001 per share (the “Pre-Funded Warrants”) and (iii) 36,042,530 warrants to purchase an aggregate of 36,042,530 shares of Common Stock at an exercise price equal to $99.88 per share (the “Warrants”, and each such Underwritten Share, Pre-Funded Warrant and Warrant, an “Underwritten Security”. The Pre-Funded Warrants will be issued pursuant to an agreement (the “Pre-Funded Warrant Agreement”) by and among the Company and Continental Stock Transfer & Trust Company, as the warrant age