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”).
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”).
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”).
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
