REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • August 11th, 2022 • D-Wave Quantum Inc. • Services-computer processing & data preparation • Delaware
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of August 5, 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.”
EXCHANGEABLE SHARE SUPPORT AGREEMENTExchangeable Share Support Agreement • August 11th, 2022 • D-Wave Quantum Inc. • Services-computer processing & data preparation • British Columbia
THIS EXCHANGEABLE SHARE SUPPORT AGREEMENT made as of August 5, 2022 among D-Wave Quantum Inc., a corporation existing under the laws of the State of Delaware (“D-Wave Quantum”), DWSI Canada Holdings ULC, an unlimited liability company existing under the laws British Columbia (“CallCo”) and D-Wave Quantum Technologies Inc., a company existing under the laws of British Columbia (“ExchangeCo”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • August 11th, 2022 • D-Wave Quantum Inc. • Services-computer processing & data preparation • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of August 5, 2022, by and among DPCM Capital, Inc., a Delaware corporation (the “Company”), D-Wave Quantum Inc., a Delaware corporation (“D-Wave Quantum”), Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (together, “Computershare”).
SIDE LETTER AGREEMENTSide Letter Agreement • August 11th, 2022 • D-Wave Quantum Inc. • Services-computer processing & data preparation • British Columbia
VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • August 11th, 2022 • D-Wave Quantum Inc. • Services-computer processing & data preparation • British Columbia
THIS VOTING AND EXCHANGE TRUST AGREEMENT made as of August 5, 2022 among D-Wave Quantum Inc., a corporation existing under the laws of the State of Delaware (“D-Wave Quantum”), DWSI Canada Holdings ULC, an unlimited liability company existing under the laws of British Columbia (“CallCo”), D-Wave Quantum Technologies Inc., a company existing under the laws of British Columbia (“ExchangeCo”) and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the “Trustee”).
