Common use of Powers and Duties of the Trustee Clause in Contracts

Powers and Duties of the Trustee. (1) The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include: (a) receipt and deposit of the Special Voting Share from D-Wave Quantum as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (b) granting proxies and distributing materials to Beneficiaries as provided in this Agreement; (c) voting the Beneficiary Votes on the direction and behalf of the Beneficiaries in accordance with the provisions of this Agreement; (d) receiving the grant of the Exchange Right from D-Wave Quantum and CallCo, and the Automatic Exchange Right from D-Wave Quantum, as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (e) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Right, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries any requisite documents and distributing to such Beneficiaries the Exchangeable Share Consideration to which such Beneficiaries are entitled pursuant to the exercise of the Exchange Right or the Automatic Exchange Right, as the case may be; (f) holding title to the Trust Estate; (g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement; (h) taking action at the direction of a Beneficiary or Beneficiaries to enforce the obligations of D-Wave Quantum, CallCo and ExchangeCo under this Agreement; and (i) taking such other actions and doing such other things as are specifically provided in this Agreement to be carried out by the Trustee. (2) In the exercise of such rights, powers, duties and authorities, the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the Trustee shall have only those duties as are set out specifically in this Agreement. (3) The Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (4) The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.

Powers and Duties of the Trustee. (1) The rights, powers, duties and authorities of the Trustee under this Agreementagreement, in its capacity as Trustee of the Trust, shall include: (a) receipt and deposit of the Special Voting Share from D-Wave Quantum Pixelworks as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementagreement; (b) granting proxies and distributing materials to Beneficiaries as provided in this Agreementagreement; (c) voting the Beneficiary Votes on the direction and behalf of the Beneficiaries in accordance with the provisions of this Agreementagreement; (d) receiving the grant of the Exchange Right from D-Wave Quantum and CallCo, and the Automatic Exchange Right from D-Wave Quantum, Pixelworks as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementagreement; (e) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Right, in each case in accordance with the provisions of this Agreementagreement, and in connection therewith receiving from Beneficiaries any Exchangeable Shares and other requisite documents and distributing to such Beneficiaries the Exchangeable Share Consideration shares of Pixelworks Common Stock and cheques, if any, to which such Beneficiaries are entitled pursuant to upon the exercise of the Exchange Right or pursuant to the Automatic Exchange Right, as the case may be; (f) holding title to the Trust Estate; (g) investing any moneys money forming, from time to time, a part of the Trust Estate as provided in this Agreementagreement; (h) taking action at the direction of a Beneficiary or Beneficiaries to enforce the obligations of D-Wave Quantum, CallCo Pixelworks and ExchangeCo the Corporation under this Agreementagreement; and (i) taking such other actions and doing such other things as are specifically provided in this Agreement to be carried out by the Trustee. (2) agreement. In the exercise of such rights, powers, duties and authorities, authorities the Trustee shall will have (and is granted) such incidental and additional rights, powers, duties powers and authority not in conflict with any of the provisions of this Agreement agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties powers and authorities by the Trustee shall will be final, conclusive and binding upon all personsPersons. For greater certainty, the Trustee shall have only those duties as are set out specifically in this Agreement. (3) The Trustee, in exercising its rights, powers, duties and authorities hereunder, shall will act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall will exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (4) . The Trustee shall will not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be is specifically required to do so under the terms hereofhereof or by the provisions of applicable law; nor shall will the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall will distinctly specify the default or breach desired to be brought to the attention of the Trustee, Trustee and in the absence of such notice notice, the Trustee may may, for all purposes of this Agreement agreement, conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.

Powers and Duties of the Trustee. (1a) The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include: (ai) receipt and deposit of the Special Voting Share from D-Wave Quantum Rockford as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (bii) granting proxies and distributing materials to Beneficiaries as provided in this Agreement; (ciii) voting the Beneficiary Votes on the direction and behalf of the Beneficiaries in accordance with the provisions of this Agreement; (div) receiving the grant of the Exchange Right from D-Wave Quantum Rockford and CallCoCallco, and the Automatic Exchange Right from D-Wave QuantumRockford, as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (ev) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Right, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries any requisite documents and distributing to such Beneficiaries the Exchangeable Share Consideration to which such Beneficiaries are entitled pursuant to the exercise of the Exchange Right or the Automatic Exchange Right, as the case may be; (fvi) holding title to the Trust Estate; (gvii) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement; (hviii) taking action at the direction of a Beneficiary or Beneficiaries to enforce the obligations of D-Wave QuantumRockford, CallCo Callco and ExchangeCo Subco under this Agreement; and (iix) taking such other actions and doing such other things as are specifically provided in this Agreement to be carried out by the Trustee. (2b) In the exercise of such rights, powers, duties and authorities, the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the Trustee shall have only those duties as are set out specifically in this Agreement. (3c) The Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (4d) The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.

Powers and Duties of the Trustee. (1) The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee trustee of the Trust, shall include: (a) receipt and deposit of the Acquiror Special Voting Share from D-Wave Quantum Acquiror as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (b) granting proxies and distributing materials to Beneficiaries as provided in this Agreement; (c) voting casting and exercising the Beneficiary Votes on the direction and behalf of the Beneficiaries in accordance with the provisions of this Agreement; (d) receiving the grant of the Exchange Right from D-Wave Quantum and CallCo, and the Automatic Exchange Right Rights from D-Wave Quantum, Acquiror as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (e) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange RightRights, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries any Exchangeable Shares and other requisite documents and distributing to such Beneficiaries the Exchangeable Share Consideration Acquiror Shares and cheques, if any, to which such Beneficiaries are entitled pursuant to upon the exercise of the Exchange Right or pursuant to the Automatic Exchange RightRights, as the case may be; (f) holding title to the Trust Estate; (g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement; (h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of D-Wave Quantum, CallCo Acquiror and ExchangeCo Canco under this Agreement; and (i) taking such other actions and doing such other things as are specifically provided in this Agreement to be carried out by the Trustee. (2) Agreement. In the exercise of such rights, powers, duties and authorities, the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the The Trustee shall have only those duties as are set out specifically in this Agreement. (3) The Trustee, in exercising its rights, powers, duties and authorities hereunder, hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (4) . The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; , nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.

Powers and Duties of the Trustee. (1a) The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include: (ai) receipt and deposit of the Special Voting Share from D-Wave Quantum Molycorp as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (bii) granting proxies and distributing materials to Beneficiaries as provided in this Agreement; (ciii) voting the Beneficiary Votes on the direction and behalf of the Beneficiaries in accordance with the provisions of this Agreement; (div) receiving the grant of the Exchange Right from D-Wave Quantum Molycorp and CallCoCallco, and the Automatic Exchange Right from D-Wave QuantumMolycorp, as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (ev) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Right, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries any requisite documents and distributing to such Beneficiaries the Exchangeable Share Consideration to which such Beneficiaries are entitled pursuant to the exercise of the Exchange Right or the Automatic Exchange Right, as the case may be; (fvi) holding title to the Trust Estate; (gvii) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement; (hviii) taking action at the direction of a Beneficiary or Beneficiaries to enforce the obligations of D-Wave QuantumMolycorp, CallCo Callco and ExchangeCo Exchangeco under this Agreement; and (iix) taking such other actions and doing such other things as are specifically provided in this Agreement to be carried out by the Trustee. (2b) In the exercise of such rights, powers, duties and authorities, the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the Trustee shall have only those duties as are set out specifically in this Agreement. (3c) The Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (4d) The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.

Powers and Duties of the Trustee. (1) The rights, powers, duties powers and authorities of the Trustee under this Agreementtrust agreement, in its capacity as Trustee trustee of the Trust, shall include: (a) receipt and deposit of purchasing the Special Voting Share from D-Wave Quantum the Parent as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementagreement; (b) granting proxies and distributing materials to Beneficiaries as provided in this Agreementtrust agreement; (c) voting the Beneficiary Votes on the direction and behalf of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement; (d) receiving the grant of the Exchange Right from D-Wave Quantum and CallCo, and the Automatic Exchange Right Rights from D-Wave Quantum, Swissco as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreementtrust agreement; (e) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange RightRights, in each case in accordance with the provisions of this Agreementtrust agreement, and in connection therewith receiving from Beneficiaries any Exchangeable Shares and other requisite documents and distributing to such Beneficiaries the Exchangeable Share Consideration Parent Common Shares and cheques, if any, to which such Beneficiaries are entitled pursuant to upon the exercise of the Exchange Right or pursuant to the Automatic Exchange RightRights, as the case may be; (f) holding title to the Trust Estate; (g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreementtrust agreement; (h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of D-Wave Quantum, CallCo the Parent and ExchangeCo Swissco under this Agreementtrust agreement; and (i) taking such other actions and doing such other things as are specifically provided in this Agreement to be carried out by the Trustee. (2) trust agreement. In the exercise of such rights, powers, duties powers and authorities, authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties powers and authority not in conflict with any of the provisions of this Agreement trust agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties powers and authorities by the Trustee shall be final, conclusive and binding upon all personspersons affected thereunder, including the Parties hereto and the Beneficiaries. For greater certainty, the Trustee shall have only those duties as are set out specifically in this Agreement. (3) trust agreement. The Trustee, Trustee in exercising its rights, powers, duties and authorities hereunder, hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (4) The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.

Powers and Duties of the Trustee. (1) The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include: (a) receipt and deposit of the AMVESCAP Special Voting Share from D-Wave Quantum AMVESCAP as trustee Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (b) granting proxies and distributing materials to Beneficiaries as provided in this Agreement; (c) voting the Beneficiary Votes on the direction and behalf of the Beneficiaries in accordance with the provisions of this Agreement; (d) receiving the grant of the Automatic Exchange Right from D-Wave Quantum and CallCo, and the Automatic Exchange Right Rights on Liquidation from D-Wave Quantum, AMVESCAP as trustee Trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (e) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange RightRight and the Automatic Exchange Rights on Liquidation, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries any Exchangeable Shares and other requisite documents and distributing to such Beneficiaries the Exchangeable Share Consideration AMVESCAP Ordinary Shares and cheques, if any, to which such Beneficiaries are entitled pursuant to the exercise of the Automatic Exchange Right or the Automatic Exchange RightRights on Liquidation, as the case may be; (f) holding title to the Trust Estate; (g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement; (h) taking action at the direction of a Beneficiary or Beneficiaries to enforce the obligations of D-Wave Quantum, CallCo AMVESCAP and ExchangeCo Exchangeco under this Agreement; and (i) taking such other actions and doing such other things as are specifically provided in this Agreement to be carried out by the TrusteeTrustee whether alone, jointly or in the alternative. (2) In the exercise of such rights, powers, duties and authorities, authorities the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the Trustee shall have only those duties as are set out specifically in this Agreement. (3) The Trustee, Trustee in exercising its rights, powers, duties and authorities hereunder, hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (4) The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.

Powers and Duties of the Trustee. (1) The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee trustee of the Trust, shall include: (a) receipt and deposit of the Acquiror Special Voting Share Stock from D-Wave Quantum Acquiror as trustee for and on behalf of the Beneficiaries and Acquiror in accordance with the provisions of this Agreement; (b) granting proxies and distributing materials to Beneficiaries as provided in this Agreement; (c) voting casting and exercising the Beneficiary Votes on the direction and behalf of the Beneficiaries in accordance with the provisions of this Agreement; (d) receiving the grant of the Exchange Right from D-Wave Quantum and CallCo, and the Automatic Exchange Right Rights from D-Wave Quantum, Acquiror as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement; (e) exercising the Exchange Right and enforcing the benefit of the Automatic Exchange RightRights, in each case in accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries any Exchangeable Shares and other requisite documents and distributing to such Beneficiaries the Exchangeable Share Consideration Acquiror Shares and cheques, if any, to which such Beneficiaries are entitled pursuant to upon the exercise of the Exchange Right or pursuant to the Automatic Exchange RightRights, as the case may be; (f) holding title to the Trust Estate; (g) investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement; (h) taking action on its own initiative or at the direction of a Beneficiary or Beneficiaries to enforce the obligations of D-Wave Quantum, CallCo Acquiror and ExchangeCo Exchangeco under this Agreement; and (i) taking such other actions and doing such other things as are specifically provided in this Agreement to be carried out by the Trustee. (2) Agreement. In the exercise of such rights, powers, duties and authorities, the Trustee shall have (and is granted) such incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all persons. For greater certainty, the The Trustee shall have only those duties as are set out specifically in this Agreement. (3) The Trustee, in exercising its rights, powers, duties and authorities hereunder, hereunder shall act honestly and in good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. (4) . The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; , nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.