INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2020 • DPCM Capital, Inc. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between DPCM Capital, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • October 2nd, 2020 • DPCM Capital, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2020, by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
DPCM Capital, Inc. 382 NE 191 Street, #24148 Miami, FL 33179Underwriting Agreement • October 26th, 2020 • DPCM Capital, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and UBS Securities LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”), filed by the Company with the U.S. Securities and Exchange Commi
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2022 • DPCM Capital, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 16, 2022, is entered into by and among D-WAVE QUANTUM INC., a Delaware corporation (the “Company”), D-WAVE SYSTEMS, INC., a British Columbia corporation (“D-Wave”), DPCM CAPITAL, INC., a Delaware corporation (“DPCM”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WARRANT AGREEMENTWarrant Agreement • October 26th, 2020 • DPCM Capital, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 20, 2020, is by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • October 26th, 2020 • DPCM Capital, Inc. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2020, is made and entered into by and among DPCM Capital, Inc., a Delaware corporation (the “Company”), CDPM Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • October 26th, 2020 • DPCM Capital, Inc. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of October 20, 2020, is entered into by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and CDPM Sponsor Group, LLC, a Delaware limited liability company (the “Purchaser”).
DPCM CAPITAL, INC.Subscription Agreement • October 2nd, 2020 • DPCM Capital, Inc. • Blank checks • New York
We are pleased to accept the offer CDPM Sponsor Group, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), of DPCM Capital, Inc., a Delaware corporation (the “Company”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • May 25th, 2021 • DPCM Capital, Inc. • Blank checks
In connection with the proposed business combination (the “Transaction”) among DPCM Capital, Inc., a Delaware corporation (the “Company”), Jam City, Inc., a Delaware corporation (“Old Jam City”), and New Jam City, LLC, a Delaware limited liability company (“New Jam City”, and, collectively with Old Jam City, “Jam City”), the undersigned (the “Subscriber”) desires to subscribe for and purchase from the Company, and the Company desires to sell and issue to the Subscriber, that number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (referred to herein as the “Class A Common Stock” or “Common Stock”), set forth on the signature page hereof for a purchase price of $8.42 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares (as defined below) subscribed for by the Subscriber being referred to herein as the “Purchase Price”), on the terms and subject to the conditions contained in this agreement (this “Subscription Agreement”).
30,000,000 Units Underwriting AgreementUnderwriting Agreement • October 26th, 2020 • DPCM Capital, Inc. • Blank checks • New York
DPCM Capital, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).
AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 23rd, 2022 • DPCM Capital, Inc. • Blank checks
This Amended and Restated Sponsor Support Agreement (this “Agreement”) is made as of June 16, 2022, by and among CDPM Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), DPCM Capital, Inc., a Delaware corporation (“SPAC”), D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SPAC (“NewCo”) and D-Wave Systems Inc., a British Columbia company (the “Company” and, together with Sponsor, SPAC and Newco, the “Parties”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • February 11th, 2022 • DPCM Capital, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among D-Wave Quantum Inc., a Delaware corporation (the “Company”), each former holder of shares of Class B common stock, par value $0.0001 per share, of DPCM Capital, Inc., a Delaware corporation (“DPCM”), who received NewCo Common Shares (“Founder Shares”) pursuant to the Transaction Agreement (each such party, a “Founder”), and each former shareholder of D-Wave Systems Inc., a British Columbia corporation (“D-Wave”), who received NewCo Common Shares (“D-Wave Shares”) or Exchangeable Shares pursuant to the Transaction Agreement (each such party, a “D-Wave Holder”). The Founders, the D-Wave Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 4.2, are each referred to herein as a “Holder.”
PURCHASE AGREEMENTPurchase Agreement • June 23rd, 2022 • DPCM Capital, Inc. • Blank checks • New York
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2022 by and among D-WAVE QUANTUM INC., a Delaware corporation (the “Company”), D-WAVE SYSTEMS INC., a British Columbia corporation (“D-Wave”), DPCM CAPITAL, INC., a Delaware Corporation (“DPCM”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
DPCM Capital, Inc.Administrative Services Agreement • October 26th, 2020 • DPCM Capital, Inc. • Blank checks • New York
This letter agreement by and between DPCM Capital, Inc. (the “Company”) and CDPM Sponsor Group, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BUSINESS COMBINATION AGREEMENT by and among DPCM Capital, Inc., VNNA Merger Sub Corp., Jam City, Inc., and New Jam City, LLC Dated as of May 19, 2021Business Combination Agreement • May 25th, 2021 • DPCM Capital, Inc. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of May 19, 2021 (this “Agreement”), by and among DPCM Capital, Inc., a Delaware corporation (“Parent”), VNNA Merger Sub Corp., a Delaware corporation (“Merger Sub”), Jam City, Inc., a Delaware corporation (“JC”) and New Jam City, LLC, a Delaware limited liability company (“New JC LLC”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2022 • DPCM Capital, Inc. • Blank checks
In connection with the proposed business combination (the “Transaction”) to be effected in accordance with a Transaction Agreement (as the same may be amended or supplemented from time to time in accordance with its terms, the “Transaction Agreement”) to be entered into among DPCM Capital, Inc., a Delaware corporation (“DPCM”), D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of DPCM (the “Issuer”), DWSI Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Issuer (“Merger Sub”), DWSI Canada Holdings ULC, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of the Issuer (“CallCo”), D-Wave Quantum Technologies Inc., a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo”), and D-Wave Systems Inc., a British Columbia company (“D-Wave”), pursuant to which, among other things: (i) Merger Sub will merge with and into DPCM, with DPCM surviving as a direct, wholl
TRANSACTION AGREEMENT BY AND AMONG DPCM CAPITAL, INC., D-WAVE QUANTUM INC., DWSI HOLDINGS INC., DWSI CANADA HOLDINGS ULC, D-WAVE QUANTUM TECHNOLOGIES INC., AND D-WAVE SYSTEMS INC. DATED AS OF FEBRUARY 7, 2022Transaction Agreement • February 11th, 2022 • DPCM Capital, Inc. • Blank checks • Delaware
THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of February 7, 2022, is made by and among DPCM Capital, Inc., a Delaware corporation (“SPAC”), D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SPAC (“NewCo”), DWSI Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of NewCo (“Merger Sub”), DWSI Canada Holdings ULC, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of NewCo (“CallCo”), D-Wave Quantum Technologies Inc., a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo” and together with SPAC, NewCo, Merger Sub and CallCo, the “SPAC Parties”), and D-Wave Systems Inc., a British Columbia company (the “Company”). The SPAC Parties and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
TERMINATION OF BUSINESS COMBINATION AGREEMENTTermination of Business Combination Agreement • July 23rd, 2021 • DPCM Capital, Inc. • Blank checks
Termination of Business Combination Agreement, dated as of July 23, 2021 (this “Termination”), among DPCM Capital, Inc., a Delaware corporation (“DPCM”), VNNA Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of DPCM (“Merger Sub”), CDPM Sponsor Group, LLC, a Delaware limited liability company and sponsor of the Company (“Sponsor”), Jam City, Inc., a Delaware corporation (“JC”), and New Jam City, LLC, a Delaware limited liability company and wholly owned subsidiary of JC (“New JC LLC”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA. DPCM, Merger Sub, Sponsor, JC and New JC LLC are collectively referred to as the “Parties” and each as a “Party”.
DPCM Capital, Inc.Administrative Services Agreement • October 2nd, 2020 • DPCM Capital, Inc. • Blank checks • New York
This letter agreement by and between DPCM Capital, Inc. (the “Company”) and CDPM Sponsor Group, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 25th, 2021 • DPCM Capital, Inc. • Blank checks • New York
SPONSOR SUPPORT AGREEMENT, dated as of May 19, 2021 (this “Agreement”), by and among CDPM Sponsor Group, LLC, a Delaware limited liability company (“Sponsor”), DPCM Capital, Inc., a Delaware corporation (“Parent”), Jam City, Inc., a Delaware corporation (“JC”) and New Jam City, LLC, a Delaware limited liability company (“New JC LLC”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • May 25th, 2021 • DPCM Capital, Inc. • Blank checks • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of May 19, 2021 (this “Agreement”), by and among DPCM Capital, Inc., a Delaware corporation (“Parent”), and certain of the stockholders of Jam City, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • February 11th, 2022 • DPCM Capital, Inc. • Blank checks
WHEREAS, on the date hereof, SPAC, D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SPAC (“NewCo”), DWSI Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of NewCo (“Merger Sub”), DWSI Canada Holdings ULC, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of NewCo (“CallCo”), D-Wave Quantum Technologies Inc., a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo”) and the Company entered into a transaction agreement (the “Transaction Agreement”), pursuant to which, among other things, (a) Merger Sub will merge with and into SPAC (the “Merger”), with SPAC continuing as the surviving company after the Merger, as a result of which SPAC will become a direct, wholly-owned subsidiary of NewCo, (b) immediately following the Merger, by means of a statutory plan of arrangement (the “Arrangement”) under Part 9, Division 5 of the Business Corporations Act (British
AMENDMENT TO TRANSACTION AGREEMENTTransaction Agreement • June 23rd, 2022 • DPCM Capital, Inc. • Blank checks
This AMENDMENT TO TRANSACTION AGREEMENT (this “Amendment”), dated as of June 16, 2022, is entered into by and among DPCM Capital, Inc., a Delaware corporation (“SPAC”), D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SPAC (“NewCo”), DWSI Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of NewCo (“Merger Sub”), DWSI Canada Holdings ULC, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of NewCo (“CallCo”), D-Wave Quantum Technologies Inc., a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo” and together with SPAC, NewCo, Merger Sub and CallCo, the “SPAC Parties”), and D-Wave Systems Inc., a British Columbia company (the “Company”). The SPAC Parties and the Company shall be referred to herein from time to time collectively as the “Parties”. Unless otherwise defined herein, all defined terms used in this Amendment shall have the meanings ascribed to s
