REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2022 • D-Wave Quantum Inc. • Services-computer processing & data preparation • 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”).
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • March 15th, 2022 • D-Wave Quantum Inc. • New York
Triple Net LeaseD-Wave Quantum Inc. • March 15th, 2022
This Lease, executed in duplicate at Palo Alto, California, this 15th day of January, 2013, by and between Embarcadero Joint Venture, a California general partnership, and D-Wave Systems Inc., a Canadian corporation, hereinafter referred to respectively as “Lessor” and “Lessee”, without regard to number or gender,
AMENDED AND RESTATED SIDE LETTER AGREEMENTSide Letter Agreement • September 27th, 2022 • D-Wave Quantum Inc. • Services-computer processing & data preparation • Delaware
amends and restates, in its entirety, and replaces, the Side Letter Agreement entered into by the parties hereto as of August 5, 2022.
AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 24th, 2022 • D-Wave Quantum Inc. • Services-computer processing & data preparation
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 • 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.”
D-WAVE SYSTEMS INC. FORM OF 2020 EQUITY INCENTIVE PLAN AWARD AGREEMENT - OPTIONJoinder Agreement • March 15th, 2022 • D-Wave Quantum Inc. • British Columbia
D-Wave Systems Inc. (the “Company”) hereby offers the Award Holder the following option to purchase Shares of the Company pursuant to the 2020 Equity Incentive Plan established by the Company (the “Plan”) subject to the additional terms and conditions set out below (the “Award”), and this agreement being the “Award Agreement”). All capitalized terms not otherwise defined in this Agreement have the meaning ascribed to them in the Plan.
PURCHASE AGREEMENTPurchase Agreement • June 24th, 2022 • D-Wave Quantum Inc. • Services-computer processing & data preparation • 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”).
D-WAVE QUANTUM INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 18th, 2023 • D-Wave Quantum Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of the Date of Grant (as specified on the cover letter accompanying this Agreement (the “Cover Letter”)), by and between D-Wave Quantum Inc., a Delaware corporation (the “Company”), and the Participant (as specified on the Cover Letter). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Cover Letter or the D-Wave Quantum Inc. 2022 Equity Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
SEMICONDUCTOR LINE OPERATION AGREEMENTSemiconductor Line Operation Agreement • March 15th, 2022 • D-Wave Quantum Inc. • New York
This Semiconductor Line Operation Agreement (the “Agreement”) is entered into effective as of 23-DEC-17 (“Effective Date”) by and between Cypress Semiconductor Corporation, a Delaware corporation with offices located at 198 Champion Court, San Jose, California, 95134 (“Cypress”) and D-Wave Systems Inc, a company continued under the federal laws of Canada and having its head office at Suite 100 – 4401 Still Creek Drive, Burnaby, British Columbia, V5C 6G9 (“Customer”) (the “Party” or “Parties” as applicable).
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”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 19th, 2024 • D-Wave Quantum Inc. • Services-computer processing & data preparation • New York
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 16, 2024, by and between D-WAVE QUANTUM INC., a Delaware corporation (the “Borrower”), and the Lender (as defined below) party hereto.
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2024 • D-Wave Quantum Inc. • Services-computer processing & data preparation • New York
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 7, 2024, by and between D-WAVE QUANTUM INC., a Delaware corporation (the “Borrower”), and the Lender (as defined below) party hereto.
0727219 B.C. LTD. (“Nominee”) and PCI BETA HOLDINGS INC. (“Beneficial Owner” and together with the Nominee, the “Landlord”) and D-WAVE SYSTEMS INC. (“Tenant”)Waiver Agreement • March 15th, 2022 • D-Wave Quantum Inc. • British Columbia
For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties covenant and agree as follows:
TECHNOLOGY PARTNERSHIPS CANADA THE PROJECT MERCURYAmendment Agreement • March 15th, 2022 • D-Wave Quantum Inc.
WHEREAS in a context in which innovation is essential in an increasingly knowledge-based economy, the Minister is charged with the achievement of Canada’s objectives of increasing economic growth, creating jobs and wealth, and supporting sustainable development; and
D-Wave Commercial Inc. Palo Alto, CA 94303D-Wave Quantum Inc. • March 15th, 2022 • California
This Agreement sets out the terms and conditions of your employment with D-Wave Commercial Inc. (the “Company”). If you agree with these terms and conditions, please return to us a signed copy of this Agreement.
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”).
AGREEMENT FOR PILOT LINE OPERATION BY AND BETWEEN CYPRESS SEMICONDUCTOR CORPORATION AND D-WAVE SYSTEMS INC.Amendment, • March 15th, 2022 • D-Wave Quantum Inc. • New York
This Pilot Line Operation Agreement (the “Agreement”) is entered into effective as of 31 July, 2006 (“Effective Date”) by and between Cypress Semiconductor Corporation, a Delaware corporation with offices located at 198 Champion Court, San Jose, California, 95134(“Cypress”) and D-Wave Systems Inc., a company continued under the federal laws of Canada and having its head office at Suite 100 - 4401 Still Creek Drive, Burnaby, British Columbia, V5C 6G9 (“Customer”) (the “Party” or “Parties” as applicable).
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • June 2nd, 2023 • D-Wave Quantum Inc. • Services-computer processing & data preparation
FOURTEENTH AMENDMENT TO THE SEMICONDUCTOR LINE OPERATION AGREEMENTLine Operation Agreement • March 29th, 2024 • D-Wave Quantum Inc. • Services-computer processing & data preparation
This FOURTEENTH AMENDMENT TO THE SEMICONDUCTOR LINE OPERATION AGREEMENT (“14th Amendment”), is effective as of December 26, 2023 (the “Amendment Effective Date”), and amends the SEMICONDUCTOR LINE OPERATION AGREEMENT dated December 23, 2012, as amended from time to time by the thirteen (13) prior amendments, the last of which was dated December 15, 2022, (the “Agreement”), by and between SkyWater Technology Foundry, Inc. (“SkyWater”) and D-Wave Systems Inc. (“D-Wave”), each a “Party” and collectively, the “Parties”.
STRATEGIC INNOVATION FUND AMENDMENT AGREEMENT NO. 2Amendment Agreement • April 24th, 2023 • D-Wave Quantum Inc. • Services-computer processing & data preparation
D-Wave Systems Inc., a corporation duly incorporated under the laws of Canada having its head office located at 3033 Beta Ave., Burnaby, BC V5G 4M9.
STRATEGIC INNOVATION FUND AMENDMENT AGREEMENT NO. 3D-Wave Quantum Inc. • March 29th, 2024 • Services-computer processing & data preparation
D-Wave Systems Inc., a corporation duly incorporated under the laws of Canada having its head office located at 3033 Beta Ave., Burnaby, BC V5G 4M9.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 10th, 2023 • D-Wave Quantum Inc. • Services-computer processing & data preparation • New York
AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 16, 2023, by and between D-WAVE QUANTUM INC., a Delaware corporation (the “Borrower”), and the Lender (as defined below) party hereto.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 19th, 2023 • D-Wave Quantum Inc. • Services-computer processing & data preparation • New York
STRATEGIC INNOVATION FUND Development and Commercialization of Next-Generation Quantum ComputerD-Wave Quantum Inc. • March 15th, 2022 • British Columbia
I- The Strategic Innovation Fund (“SIF”) is designed to encourage research and development, and accelerate the technology transfer and commercialization of innovative products, services, and processes; facilitate the growth and expansion of firms; secure economically significant mandates within or to Canada; and, advance industrial research and technology demonstration activities through collaboration;
LIMITED WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2024 • D-Wave Quantum Inc. • Services-computer processing & data preparation
LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this “Waiver”), dated as of November 7, 2023, by and between D-WAVE QUANTUM INC., a Delaware corporation (the “Borrower”), and the Lender (as defined below) party hereto.
DWSI HOLDINGS INC. FORM OF 2020 EQUITY INCENTIVE PLAN AWARD AGREEMENT - OPTIOND-Wave Quantum Inc. • March 15th, 2022 • British Columbia
DWSI Holdings Inc. (the “Company”) hereby offers the Award Holder the following option to purchase Shares of the Company pursuant to the 2020 Equity Incentive Plan established by the Company (the “Plan”) subject to the additional terms and conditions set out below (the “Award”), and this agreement being the “Award Agreement”). All capitalized terms not otherwise defined in this Agreement have the meaning ascribed to them in the Plan.
D-WAVE QUANTUM INC. OPTION AWARD AGREEMENTOption Award Agreement • February 13th, 2023 • D-Wave Quantum Inc. • Services-computer processing & data preparation • Delaware
THIS OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of , 20 (the “Date of Grant”), by and between D-Wave Quantum Inc., a Delaware corporation (the “Company”), and [NAME] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the D-Wave Quantum Inc. 2022 Equity Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
THIRTEENTH AMENDMENT TO SEMICONDUCTOR LINE OPERATION AGREEMENT BY AND BETWEEN SKYWATER TECHNOLOGY FOUNDRY, INC. AND D-WAVE SYSTEMS INC.Semiconductor Line Operation Agreement • March 3rd, 2023 • D-Wave Quantum Inc. • Services-computer processing & data preparation
This THIRTEENTH AMENDMENT (“13th Amendment”), entered into on and effective as of December 15, 2022 (the “Amendment Effective Date”), amends the terms of the SEMICONDUCTOR LINE OPERATION AGREEMENT (the “Agreement”) dated December 23, 2012, as amended from time to time by twelve (12) prior amendments, the last of which was dated April 30, 2020, by and between SkyWater Technology Foundry, Inc. (“SkyWater”) and D-Wave Systems Inc. (“D-Wave”), each a “Party” and collectively, the “Parties”.
D-WAVE QUANTUM INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 2nd, 2022 • D-Wave Quantum Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [•] (the “Date of Grant”), by and between D-Wave Quantum Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the D-Wave Quantum Inc. 2022 Equity Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
THIRD AMENDMENT TO LEASELease • March 29th, 2024 • D-Wave Quantum Inc. • Services-computer processing & data preparation
This Third Amendment to Lease ("Amendment") is dated February 14, 2024, for reference purposes only, and is entered into by and between Embarcadero Joint Venture, a California general partnership ("Lessor") and D-Wave Commercial Inc., a Delaware corporation ("Lessee") with reference to the following facts and objectives:
LIMITED WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2023 • D-Wave Quantum Inc. • Services-computer processing & data preparation
LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT (this “Waiver”), dated as of November 7, 2023, by and between D-WAVE QUANTUM INC., a Delaware corporation (the “Borrower”), and the Lender (as defined below) party hereto.
LIMITED WAIVER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 20th, 2023 • D-Wave Quantum Inc. • Services-computer processing & data preparation • New York
LIMITED WAIVER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 13, 2023, by and between D-WAVE QUANTUM INC., a Delaware corporation (the “Borrower”), and the Lender (as defined below) party hereto.
D-Wave Commercial Inc. 2650 E. Bayshore Rd. Palo Alto, CA 94303] www.dwavesys.comD-Wave Quantum Inc. • March 15th, 2022 • Washington
LEASE Between 0937847 B.C. LTD. and OMNI CIRCUIT BOARDS LTD.Lease • March 15th, 2022 • D-Wave Quantum Inc. • British Columbia
In consideration of the covenants and agreements in this Lease, the Landlord and the Tenant covenant and agree as follows:
