Common use of Grant and Ownership of the Exchange Right and Automatic Exchange Right Clause in Contracts

Grant and Ownership of the Exchange Right and Automatic Exchange Right. (1) Parent and, in the case of the Exchange Right, CallCo hereby grant to the Share Trustee as Share Trustee for and on behalf of, and for the use and benefit of, the Beneficiaries (i) the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require CallCo or Parent (provided that Parent may, in its sole discretion, cause CallCo to purchase in its place and stead to the extent permissible by applicable law) to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary, all in accordance with the provisions of this Agreement, and (ii) the Automatic Exchange Right. Each of Parent and CallCo hereby acknowledges receipt from the Share Trustee as Share Trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Right by Parent or CallCo, as the case may be, to the Share Trustee. (2) During the term of the Trust, and subject to the terms and conditions of this Agreement, the Share Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Right and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Right, provided that the Share Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Right and the legal title thereto as Share Trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Right, and the Share Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right and Automatic Exchange Right. (1a) The Parent and, in the case of the Exchange Right, CallCo Callco hereby grant to the Share Trustee as Share Trustee trustee for and on behalf of, and for the use and benefit of, the Beneficiaries (i) the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an Insolvency Event, to require CallCo the Parent or Parent (provided that Parent may, in its sole discretion, cause CallCo to purchase in its place and stead to the extent permissible by applicable law) Callco to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary, all in accordance with the provisions of this Agreement, and (ii) the Automatic Exchange Right. Each of the Parent and CallCo and, in the case of the Exchange Right, Callco hereby acknowledges receipt from the Share Trustee as Share Trustee trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Right by the Parent or CallCoCallco, as the case may be, to the Share Trustee. (2b) During the term of the Trust, and subject to the terms and conditions of this Agreement, the Share Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Right and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Right, provided that the Share Trustee shall: (ai) hold the Exchange Right and the Automatic Exchange Right and the legal title thereto as Share Trustee trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (bii) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Right, and the Share Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement. (c) The obligations of the Parent and Exchangeco to issue Parent Shares pursuant to the Automatic Exchange Right or the Exchange Right are subject to all applicable laws and regulatory or stock exchange requirements.

Grant and Ownership of the Exchange Right and Automatic Exchange Right. (1a) Parent Molycorp and, in the case of the Exchange Right, CallCo Callco hereby grant to the Share Trustee as Share Trustee trustee for and on behalf of, and for the use and benefit of, the Beneficiaries (i) the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require CallCo Molycorp or Parent (provided that Parent may, in its sole discretion, cause CallCo to purchase in its place and stead to the extent permissible by applicable law) Callco to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary, all in accordance with the provisions of this Agreement, and (ii) the Automatic Exchange Right. Each of Parent Molycorp and CallCo Callco hereby acknowledges receipt from the Share Trustee as Share Trustee trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Right by Parent Molycorp or CallCoCallco, as the case may be, to the Share Trustee. (2b) During the term of the Trust, and subject to the terms and conditions of this Agreement, the Share Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Right and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Right, provided that the Share Trustee shall: (ai) hold the Exchange Right and the Automatic Exchange Right and the legal title thereto as Share Trustee trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (bii) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Right, and the Share Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right and Automatic Exchange Right. (1a) Parent and, in the case of the Exchange Right, CallCo Callco hereby grant to the Share Trustee Company as Share Trustee trustee for and on behalf of, and for the use and benefit of, the Beneficiaries (i) the right (the “Exchange Right”), voluntarily at any time or upon the occurrence and during the continuance of an Insolvency Event, to require CallCo Parent or Parent (provided that Parent may, in its sole discretion, cause CallCo to purchase in its place and stead to the extent permissible by applicable law) Callco to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such BeneficiaryBeneficiary and (ii) the Automatic Exchange Right, all in accordance with the provisions of this Agreement. Notwithstanding anything to the contrary in the Exchangeable Share Provisions, the Company as trustee for and on behalf of, and (ii) for the Automatic use and benefit of, the Beneficiaries, shall be provided with the opportunity to voluntarily exercise the Exchange RightRight prior to the acquisition by the Corporation of Exchangeable Shares pursuant to the Exchangeable Share Provisions. Each of Parent and CallCo Callco hereby acknowledges receipt from the Share Trustee Company as Share Trustee bare trustee and agent for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Right by Parent or CallCoCallco, as the case may be, to the Share TrusteeCompany. (2b) During the term of the Trustthis Agreement, and subject to the terms and conditions of this Agreement, the Share Trustee Company shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Right and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Right, provided that the Share Trustee Company shall: (ai) hold the Exchange Right and the Automatic Exchange Right and the legal title thereto as Share Trustee trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (bii) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Right, and the Share Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created . (c) The obligations of Parent to issue Parent Shares pursuant to this Agreementthe Exchange Right or the Automatic Exchange Right are subject to all applicable Laws and regulatory or stock exchange requirements.

Grant and Ownership of the Exchange Right and Automatic Exchange Right. (1) Parent Vail and, in the case of the Exchange Right, CallCo Callco hereby grant to the Share Trustee as Share Trustee trustee for and on behalf of, and for the use and benefit of, the Beneficiaries (i) the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require CallCo Vail or Parent (provided that Parent may, in its sole discretion, cause CallCo to purchase in its place and stead to the extent permissible by applicable law) Callco to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary, all in accordance with the provisions of this Agreement, and (ii) the Automatic Exchange Right. Each of Parent Vail and CallCo Callco hereby acknowledges receipt from the Share Trustee as Share Trustee trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Right by Parent Vail or CallCoCallco, as the case may be, to the Share Trustee. (2) During the term of the Trust, and subject to the terms and conditions of this Agreement, the Share Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Right and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Right, provided that the Share Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Right and the legal title thereto as Share Trustee trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Right, and the Share Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right and Automatic Exchange Right. (1) Parent D-Wave Quantum and, in the case of the Exchange Right, CallCo hereby grant to the Share Trustee as Share Trustee trustee for and on behalf of, and for the use and benefit of, the Beneficiaries (i) the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require CallCo or Parent D-Wave Quantum (provided that Parent D-Wave Quantum may, in its sole discretion, cause CallCo to purchase in its place and stead to the extent permissible permitted by applicable law) to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary, all in accordance with the provisions of this Agreement, and (ii) the Automatic Exchange Right. Each of Parent D-Wave Quantum and CallCo hereby acknowledges acknowledge receipt from the Share Trustee as Share Trustee trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Right by Parent D-Wave Quantum or CallCo, as the case may be, to the Share Trustee. (2) During the term of the Trust, and subject to the terms and conditions of this Agreement, the Share Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Right and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Right, provided that the Share Trustee shall: (a) hold the Exchange Right and the Automatic Exchange Right and the legal title thereto as Share Trustee trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Right, and the Share Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

Grant and Ownership of the Exchange Right and Automatic Exchange Right. (1a) Parent and, in the case In consideration of the Exchange granting of the Liquidation Call Right, CallCo Redemption Call Right and Retraction Call Right to TSA, TSA hereby grant grants to the Share Trustee as Share Trustee trustee for and on behalf of, and for the use and benefit of, the Beneficiaries Holders: (i) the right (the “"Exchange Right”"), upon the occurrence and during the continuance of an a TSA Exchangeco Insolvency Event, to require CallCo or Parent (provided that Parent may, in its sole discretion, cause CallCo to purchase in its place and stead to the extent permissible by applicable law) TSA to purchase from each or any Beneficiary Holder all or any part of the Exchangeable Shares held by such Beneficiarythe Holder; and (ii) the Automatic Exchange Rights, all in accordance with the provisions of this Agreement, and (ii) the Automatic Exchange Right. Each of Parent and CallCo hereby acknowledges receipt from the Share Trustee as Share Trustee for and on behalf of the Beneficiaries of good and valuable consideration (Agreement and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Right by Parent or CallCoExchangeable Share Provisions, as the case may be, to the Share Trustee. (2b) During the term of the Trust, Trust and subject to the terms and conditions of this Agreement, the Share Trustee shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Right Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange RightRights, provided that the Share Trustee shall: (ai) hold the Exchange Right and the Automatic Exchange Right Rights and the legal title thereto as Share Trustee trustee solely for the use and benefit of the Beneficiaries Holders in accordance with the provisions of this Agreement; and (bii) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange RightRights, and the Share Trustee shall not exercise any such rights for any purpose other than the purposes for which the this Trust is created pursuant to this Agreement. (c) TSA shall be permitted to delegate or assign its rights and obligations in respect of the Exchange Right and Automatic Exchange Right to TSA Holdco, with the result that all references to TSA in this Agreement with respect to such rights and obligations in respect of which the delegation or assignment is made shall be deemed to refer to TSA Holdco.

Grant and Ownership of the Exchange Right and Automatic Exchange Right. (1a) Parent and, in the case of the Exchange Right, CallCo Callco hereby grant to the Share Trustee Company as Share Trustee trustee for and on behalf of, and for the use and benefit of, the Beneficiaries (i) the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require CallCo Parent or Parent (provided that Parent may, in its sole discretion, cause CallCo to purchase in its place and stead to the extent permissible by applicable law) Callco to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such BeneficiaryBeneficiary and (ii) the Automatic Exchange Right, all in accordance with the provisions of this Agreement, and (ii) the Automatic Exchange Right. Each of Parent and CallCo Callco hereby acknowledges receipt from the Share Trustee Company as Share Trustee bare trustee and agent for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Right by Parent or CallCoCallco, as the case may be, to the Share TrusteeCompany. (2b) During the term of the Trustthis Agreement, and subject to the terms and conditions of this Agreement, the Share Trustee Company shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Right and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Right, provided that the Share Trustee Company shall: (ai) hold the Exchange Right and the Automatic Exchange Right and the legal title thereto as Share Trustee trustee solely for the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and (bii) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Right, and the Share Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created . (c) The obligations of Parent to issue Parent Shares pursuant to this Agreementthe Exchange Right or the Automatic Exchange Right are subject to all applicable Laws and regulatory or stock exchange requirements.