SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 11th, 2022 • DPCM Capital, Inc. • Blank checks
This Sponsor Support Agreement (this “Agreement”) is made as of February 7, 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.”
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.
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
