Common use of Termination of Voting Rights Clause in Contracts

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to the Parent and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 hereof (unless in either case (a) Dutchco shall not have delivered the requisite Parent Common Shares issuable in exchange therefor to the Trustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by Dutchco pursuant to the exercise by Dutchco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless Dutchco shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent).

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to the Parent and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common SharesAutomatic Exchange Rights, as specified in Article 5 2 hereof (unless in either case (a) Dutchco shall not have delivered the requisite Parent Common Shares issuable in exchange therefor to the Trustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share ProvisionsLiquidation Date, or upon the purchase of Exchangeable Shares from the holder thereof by Dutchco CanCo pursuant to the exercise by Dutchco CanCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless Dutchco CanCo shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent).

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to RTO Acquiror or Callco, as the Parent case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon (i) the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common RTO Acquiror Shares, as specified in Article 5 hereof (unless in either case (a) Dutchco RTO Acquiror shall not have delivered the requisite Parent Common RTO Acquiror Shares issuable in exchange therefor to the Trustee for pending delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent ConsentBeneficiaries), or upon (ii) the retraction or redemption of Exchangeable Shares pursuant to Article Section 6 or Article 7 of the Exchangeable Share Provisions, respectively, or upon (iii) the effective date of the liquidation, dissolution or winding-winding- up of the Corporation Canco pursuant to Article Section 5 of the Exchangeable Share Provisions, or upon (iv) the purchase of Exchangeable Shares from the holder thereof by Dutchco RTO Acquiror or Callco pursuant to the exercise by Dutchco RTO Acquiror or Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of Exchangeable Shares form the holders thereof by RTO Acquiror or Callco pursuant to the exercise by RTO Acquiror or Callco of the Change of Law Call Right (unless Dutchco as defined in the Plan of Arrangement) (unless, in any case, RTO Acquiror or Callco, as the case may be, shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable consideration in exchange thereof to the Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consenttherefor).

Termination of Voting Rights. All Except as otherwise provided in the Exchangeable Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall lapse and be deemed to be surrendered by the Beneficiary to D-Wave Quantum or CallCo, as the Parent case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon upon: (a) the delivery by such holder to the Trustee of the certificates (if any) representing such Exchangeable Shares and other required documentation in connection with the exercise by the Beneficiary of the Exchange Right or Right; (b) the occurrence of the automatic exchange of Exchangeable Shares for Parent Common D-Wave Quantum Shares, as specified in Article 5 hereof (unless in either case (a) Dutchco D-Wave Quantum shall not have delivered the requisite Parent Common D-Wave Quantum Shares issuable deliverable in exchange therefor to the Trustee for pending delivery to the Beneficiaries or Beneficiaries); (bc) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 Section 27.6 or Article 7 27.7 of the Exchangeable Share Provisions, respectively, or upon ; (d) the effective date of the liquidation, dissolution or winding-up of ExchangeCo or any other distribution of the Corporation assets of ExchangeCo among its shareholders for the purpose of winding up its affairs pursuant to Article 5 Section 27.5 of the Exchangeable Share Provisions, or ; or (e) upon the purchase of Exchangeable Shares from the holder thereof by Dutchco D-Wave Quantum or CallCo, as the case may be, pursuant to the exercise by Dutchco D-Wave Quantum or CallCo of the Retraction Liquidation Call Right, the Redemption Call Right, the Change of Law Call Right or the Liquidation Retraction Call Right (unless Dutchco unless, in any case, D-Wave Quantum or CallCo, as the case may be, shall not have delivered the requisite Parent Common Shares and cheque, if any, consideration deliverable in exchange thereof to the Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consenttherefor).

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Acquiror or Callco, as the Parent case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately and be terminated immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or upon the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Acquiror Shares, as specified in Article 5 hereof (unless unless, in either case (a) Dutchco case, Acquiror shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange therefor to the Trustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent ConsentBeneficiaries), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation Canco pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by Dutchco Callco pursuant to the exercise by Dutchco Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless Dutchco shall not have delivered Right, or upon the requisite Parent Common purchase of Exchangeable Shares and cheque, if any, deliverable in exchange from the holders thereof by Acquiror or Callco pursuant to the Trustee for delivery to exercise by Acquiror or Callco of the Beneficiaries and such redemption, retraction or purchase occurs after the close Change of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent)Law Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to the Parent RVI, and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately immediately, upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Put Right or the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent shares of RVI Common SharesStock, as specified in Article 5 hereof (unless in either any case (a) Dutchco RVI or RVI Holdco shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange therefor to the Trustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent ConsentHolders), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of RVI Sub or any other distribution of the Corporation assets of RVI Sub among its shareholders for the purpose of winding up its affairs pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by Dutchco RVI pursuant to the exercise by Dutchco RVI of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right. Exchange Right (unless Dutchco shall not have delivered and Automatic Exchange Grant and Ownership of the requisite Parent Common Shares Exchange Put Right, Exchange Right and cheque, if any, deliverable in exchange thereof Automatic Exchange Right RVI hereby grants to the Trustee as trustee for delivery and on behalf of, and for the use and benefit of, the Holders: the Exchange Put Right; the right (the "Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require RVI to purchase from each or any Holder all or any part of the Exchangeable Shares held by the Holders, [provided that, upon exercise of such right, RVI may, at its option, cause RVI Holdco to purchase such shares;] and the Automatic Exchange Rights, all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may be. RVI hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by RVI to the Beneficiaries Trustee. During the term of the Trust and such redemptionsubject to the terms and conditions of this agreement, retraction the Trustee shall possess and be vested with full legal ownership of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise and enforce for the benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall: hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreement; and except as specifically authorized by this agreement, have no power or purchase occurs after authority to exercise or otherwise deal in or with the close of business on Exchange Put Right, the record date for a Parent Meeting Exchange Right or the seeking Automatic Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this Trust is created pursuant to this agreement. Legended Share Certificates RVI Sub will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Holders of: their right to instruct the Trustee with respect to the exercise of the Exchange Put Right and the Exchange Right in respect of the Exchangeable Shares held by a Parent Consent but prior to such Parent Meeting or Holder; and the effective date of such Parent Consent)Automatic Exchange Rights.

Termination of Voting Rights. All Except with respect to a Parent Meeting or Parent Consent for which the record date has occurred, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to the Parent and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 hereof pursuant to the Automatic Exchange Rights (unless in either case (a) Dutchco Parent shall not have delivered the requisite shares of Parent Common Shares Stock issuable in exchange therefor to the Trustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent ConsentHolders), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 5 or Article 7 6 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation Acquisition Sub pursuant to Article 5 4 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by Dutchco Parent pursuant to the exercise by Dutchco Parent of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless Dutchco Right. Acquisition Sub shall not have delivered cause the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof Transfer Agent to notify the Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a redemption of Exchangeable Shares pursuant to Articles 5 and 6 of the Exchangeable Share Provisions or upon the liquidation, dissolution or winding-up of Acquisition Sub pursuant to Article 4 of the Exchangeable Share Provisions or upon the exercise by Parent Consent but prior to such Parent Meeting of the Retraction Call Right, Liquidation Call Right or the effective date of such Parent Consent)Redemption Call Right.

Termination of Voting Rights. All of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to the Parent and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 hereof (unless in either case (a) Dutchco shall not have delivered the requisite Parent Common Shares issuable in exchange therefor to the Trustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by Dutchco pursuant to the exercise by Dutchco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless Dutchco shall not have delivered the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof to the Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent).. 9

Termination of Voting Rights. All Except with respect to a Parent Meeting or Parent Consent for which the record date has occurred, all of the rights of a Beneficiary Holder with respect to the Beneficiary Holder Votes exercisable in respect of the Exchangeable Shares held by such BeneficiaryHolder, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Holder Votes, shall be deemed to be surrendered by the Beneficiary Holder to the Parent and such Beneficiary Holder Votes and the Voting Rights represented thereby shall cease immediately upon the delivery by such holder Holder to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary Holder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 5 hereof pursuant to the Automatic Exchange Rights (unless in either case (a) Dutchco CDN2 shall not have delivered the requisite Parent Common Shares issuable in exchange therefor to the Trustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent ConsentHolders), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 5 or Article 7 6 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation Acquisition Sub pursuant to Article 5 4 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by Dutchco CDN2 pursuant to the exercise by Dutchco CDN2 of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless Dutchco Right. Acquisition Sub shall not have delivered cause the requisite Parent Common Shares and cheque, if any, deliverable in exchange thereof Transfer Agent to notify the Trustee for delivery to the Beneficiaries and such redemption, retraction or purchase occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior redemption of Exchangeable Shares pursuant to such Parent Meeting Articles 5 and 6 of the Exchangeable Share Provisions or upon the effective date liquidation, dissolution or winding-up of such Parent Consent)Acquisition Sub pursuant to Article 4 of the Exchangeable Share Provisions or upon the exercise by CDN2 of the Retraction Call Right, Liquidation Call Right or Redemption Call Right.

Termination of Voting Rights. All Except as otherwise provided herein or in the Exchangeable Share Provisions, all of the rights of a Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall be deemed to be surrendered by the Beneficiary to Acquiror or Callco, as the Parent case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately and be terminated immediately, upon the delivery by such holder Beneficiary to the Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Beneficiary of the Exchange Right or upon the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Acquiror Shares, as specified in Article 5 hereof (unless unless, in either case (a) Dutchco case, Acquiror shall not have delivered the requisite Parent Common Shares issuable Exchangeable Share Consideration deliverable in exchange therefor to the Trustee for delivery to the Beneficiaries or (b) such exchange of Exchangeable Shares for Parent Common Shares occurs after the close of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent ConsentBeneficiaries), or upon the retraction or redemption of Exchangeable Shares pursuant to Article 6 or Article 7 of the Exchangeable Share Provisions, respectively, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, Provisions or upon the purchase of Exchangeable Shares from the holder thereof by Dutchco Callco pursuant to the exercise by Dutchco Callco of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right (unless Dutchco shall not have delivered Right, or upon the requisite Parent Common purchase of Exchangeable Shares and cheque, if any, deliverable in exchange from the holders thereof by Acquiror or Callco pursuant to the Trustee for delivery to exercise by Acquiror or Callco of the Beneficiaries and such redemption, retraction or purchase occurs after the close Change of business on the record date for a Parent Meeting or the seeking of a Parent Consent but prior to such Parent Meeting or the effective date of such Parent Consent)Law Call Right.