EX-10.1




 Exhibit 10.1 

PURCHASE AGREEMENT 

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”). 
 WHEREAS: 

Pursuant to that certain Transaction Agreement (as the same may be amended or supplemented from time to time in accordance
with its terms, the “Transaction Agreement”) by and among the Company, D-Wave, DPCM and the other parties thereto, dated as of February 7, 2022, each of
D-Wave and DPCM will become wholly owned subsidiaries of the Company (collectively with the other transactions contemplated in the Transaction Agreement, including the Arrangement (as defined in the
Transaction Agreement), the “Merger”). 
 From and after the consummation of the Merger
(“Closing”), and subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to purchase from the Company, up to One Hundred Fifty Million Dollars
($150,000,000) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.” 

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Company, D-Wave, DPCM and the Investor hereby agree as follows: 

 

	1.	 CERTAIN DEFINITIONS. 



For purposes of this Agreement, the following terms shall have the following meanings: 

(a) “Accelerated Purchase Date” means, with respect to any Accelerated Purchase made pursuant to
Section 2(b) hereof, the Business Day immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in Section 2(b) hereof. 

(b) “Accelerated Purchase Minimum Price Threshold” means, with respect to any Accelerated Purchase made
pursuant to Section 2(b) hereof, any minimum per share price threshold set forth in the applicable Accelerated Purchase Notice. 

(c) “Accelerated Purchase Notice” means, with respect to any Accelerated Purchase made pursuant to
Section 2(b) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase a specified Accelerated Purchase Share Amount on the applicable Accelerated Purchase Date pursuant to
Section 2(b) hereof at the applicable Accelerated Purchase Price. 
 (d)
“Accelerated Purchase Price” means, with respect to any particular Accelerated Purchase made pursuant to Section 2(b) hereof, ninety-five percent (95%) of the lower of (i) the VWAP for
the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market on such
applicable Accelerated Purchase Date (the “Accelerated Purchase Commencement Time”), and ending at the earliest of (A) 4:00:00 p.m., Eastern time, on such applicable Accelerated Purchase Date, or such other time publicly announced
by Principal Market as the official close of trading on the Principal Market on such applicable Accelerated Purchase Date, (B) such time, from and 











 
after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the
applicable Accelerated Purchase Share Volume Maximum, and (C) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the Sale Price has fallen below the applicable Accelerated Purchase Minimum
Price Threshold (such earliest of (i)(A), (i)(B) and (i)(C) above, the “Accelerated Purchase Termination Time”), and (ii) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date. 

(e) “Accelerated Purchase Share Amount” means, with respect to an Accelerated Purchase made
pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in such Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i)
300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of
Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by
(B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and
ending at the Accelerated Purchase Termination Time for such Accelerated Purchase. 
 (f) “Accelerated Purchase
Share Percentage” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, thirty percent (30%). 

(g) “Accelerated Purchase Share Volume Maximum” means, with respect to an Accelerated Purchase made pursuant
to Section 2(b) hereof, a number of shares of Common Stock equal to (i) the applicable Accelerated Purchase Share Amount to be purchased by the Investor pursuant to the applicable Accelerated Purchase Notice for such
Accelerated Purchase, divided by (ii) the Accelerated Purchase Share Percentage. 
 (h) “Additional Accelerated
Purchase Date” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the Business Day (i) that is the Accelerated Purchase Date with respect to the corresponding
Accelerated Purchase referred to in Section 2(b) hereof and (ii) on which the Investor receives, prior to 1:00 p.m., Eastern time, on such Business Day, a valid Additional Accelerated Purchase Notice for such
Additional Accelerated Purchase in accordance with this Agreement. 
 (i) “Additional Accelerated Purchase Minimum
Price Threshold” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, any minimum per share price threshold set forth in the applicable Additional Accelerated Purchase
Notice. 
 (j) “Additional Accelerated Purchase Notice” means, with respect to an Additional Accelerated
Purchase made pursuant to Section 2(c) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase the applicable Additional Accelerated Purchase Share Amount at the Additional
Accelerated Purchase Price for such Additional Accelerated Purchase in accordance with this Agreement. 
 (k)
“Additional Accelerated Purchase Price” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, ninety-five percent (95%) of the lower of (i) of
the VWAP for the period on the applicable Additional Accelerated Purchase Date, beginning at the latest of (A) the applicable Accelerated Purchase Termination Time with respect to the corresponding Accelerated Purchase referred to in
Section 2(b) hereof on such Additional Accelerated Purchase Date, (B) the applicable Additional Accelerated Purchase Termination Time with respect to the most recently completed prior


  
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Additional Accelerated Purchase on such Additional Accelerated Purchase Date, as applicable, and (C) the time at which all Purchase Shares subject to all prior Accelerated Purchases and
Additional Accelerated Purchases (as applicable), including, without limitation, those that have been effected on the same Business Day as the applicable Additional Accelerated Purchase Date with respect to which the applicable Additional
Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement (such latest of (i)(A), (i)(B) and (i)(C) above, the “Additional Accelerated Purchase Commencement Time”),
and ending at the earliest of (X) 4:00 p.m., Eastern time, on such Additional Accelerated Purchase Date, or such other time publicly announced by Principal Market as the official close of trading on the Principal Market on such Additional
Accelerated Purchase Date, (Y) such time, from and after the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that total number (or volume) of shares of Common Stock traded on the Principal Market has
exceeded the applicable Additional Accelerated Purchase Share Volume Maximum, and (Z) such time, from and after the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that the Sale Price has fallen below
the applicable Additional Accelerated Purchase Minimum Price Threshold (if any) (such earliest of (i)(X), (i)(Y) and (i)(Z) above, the “Additional Accelerated Purchase Termination Time”), and (ii) the Closing Sale Price of the
Common Stock on such Additional Accelerated Purchase Date. 
 (l) “Additional Accelerated Purchase Share
Amount” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor on an Additional
Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for
the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(c) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and
(ii) an amount equal to (A) the Additional Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Additional
Accelerated Purchase Date beginning at the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase and ending at the Additional Accelerated Purchase Termination Time for such Additional Accelerated Purchase. 

(m) “Additional Accelerated Purchase Share Percentage” means, with respect to an Additional Accelerated
Purchase made pursuant to Section 2(c) hereof, thirty percent (30%). 
 (n) “Additional
Accelerated Purchase Share Volume Maximum” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, a number of shares of Common Stock equal to (i) the applicable
Additional Accelerated Purchase Share Amount to be purchased by the Investor pursuant to the applicable Additional Accelerated Purchase Notice for such Additional Accelerated Purchase, divided by (ii) the Additional Accelerated Purchase Share
Percentage. 
 (o) “Available Amount” means, initially, One Hundred Fifty Million Dollars ($150,000,000) in
the aggregate, which amount shall be reduced by the Purchase Amount each time the Investor purchases shares of Common Stock pursuant to Section 2 hereof. 

(p) “Average Price” means a price per Purchase Share (rounded to the nearest tenth of a cent) equal to the
quotient obtained by dividing (i) the aggregate gross purchase price paid by the Investor for all Purchase Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Purchase Shares issued pursuant to this Agreement. 

(q) “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the
relief of debtors. 

  
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 (r) “Business Day” means any day on which the Principal
Market is open for trading, including any day on which the Principal Market is open for trading for a period of time less than the customary time. 

(s) “Closing Sale Price” means, for any security as of any date, the last closing sale price on such date for
such security on the Principal Market as reported by the Principal Market. 
 (t) “Company Material Adverse
Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other
than any material adverse effect that resulted primarily from (A) any change in the United States, Canadian or foreign economies or securities or financial markets in general that does not have a disproportionate effect on the Company and its
Subsidiaries, taken as a whole, (B) any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole,
(C) any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions
existing as of the date hereof, (D) any action taken by the Investor, its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any change in applicable laws or
accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the consummation of the transactions contemplated
by this Agreement, or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination. 

(u) “Confidential Information” means any information disclosed by either party to the other party, either
directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), which is designated as “Confidential,” “Proprietary” or some
similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within ten (10) Business Days after the initial disclosure.
Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public
domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party;
(iii) is already in the possession of the receiving party without confidential restriction at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure;
(iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing
party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that (X) the receiving party
(1) gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure and (2) furnishes only that portion of the
Confidential Information that is legally required to be disclosed, and (Y) any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure. 

(v) “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law. 
 (w) “DPCM Price” means a price equal to the cost basis per share for
non-redeeming DPCM public shareholders at the time of Closing, which cost basis will be equal to the product of (a) 1 divided by 

  
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the number of shares of Common Stock issued to each non-redeeming DPCM public stockholder per share of DPCM common stock held by such public stockholder
and (b) $10. 
 (x) “DPCM Material Adverse Effect” means any material adverse effect on (i) the
enforceability of any Transaction Document, (ii) the results of operations, assets, business or financial condition of DPCM, other than any material adverse effect that resulted primarily from (A) any change in the United States,
Canadian or foreign economies or securities or financial markets in general that does not have a disproportionate effect on DPCM, (B) any change that generally affects the industry in which DPCM operates that does not have a disproportionate
effect on DPCM, (C) any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or
military actions existing as of the date hereof, (D) any action taken by the Investor, its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any change in
applicable laws or accounting rules that does not have a disproportionate effect on DPCM, or (F) any change resulting from compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement, or
(iii) DPCM’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination. 

(y) “DTC” means The Depository Trust Company, or any successor performing substantially the same function for
the Company. 
 (z) “DWAC Shares” means shares of Common Stock (i) that are issued in electronic form,
(ii) the resale of which is registered under an effective registration statement and (iii) that are timely credited, once a DWAC notice is received, by the Company to the Investor’s or its designee’s specified Deposit/Withdrawal
at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function. 

(aa) “D-Wave Material Adverse Effect” means any material adverse
effect on (i) the enforceability of any Transaction Document, (ii) the results of operations, assets, business or financial condition of D-Wave, other than any material adverse effect that resulted
primarily from (A) any change in the United States, Canadian or foreign economies or securities or financial markets in general that does not have a disproportionate effect on D-Wave, (B) any change
that generally affects the industry in which D-Wave operates that does not have a disproportionate effect on D-Wave, (C) any change arising in connection with
earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any
action taken by the Investor, its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any change in applicable laws or accounting rules that does not have a
disproportionate effect on D-Wave, or (F) any change resulting from compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement, or (iii) D-Wave’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination. 

(bb) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder. 
 (cc) “Floor Price” means $1.00, which shall be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction, the Floor Price shall mean the lower of (i) the adjusted price and (ii) $1.00. 

  
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 (dd) “Maturity Date” means the first day of the month
immediately following the thirty-six (36) month anniversary of the Commencement Date. 

(ee) “PEA Period” means the period commencing at 9:30 a.m., Eastern time, on the tenth (10th) Business Day
immediately prior to the filing of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as such term is defined in the Registration Rights Agreement), and ending at 9:30 a.m., Eastern time, on
the Business Day immediately following, the effective date of any post-effective amendment to the Registration Statement (as defined in Section 5(a) below) or New Registration Statement (as such term is defined in the
Registration Rights Agreement). 
 (ff) “Person” means an individual or entity including but not limited to
any limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof. 

(gg) “Principal Market” means the New York Stock Exchange (or any nationally recognized successor thereto);
provided, however, that in the event the Company’s Common Stock are listed and principally traded on The Nasdaq Capital Market, The Nasdaq Global Select Market, The Nasdaq Global Market, the NYSE American, the NYSE Arca, the OTC Bulletin Board,
or the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean such other market or exchange on which the Company’s Common Stock
are then listed or traded. 
 (hh) “Purchase Amount” means, with respect to any Regular Purchase, any
Accelerated Purchase or any Additional Accelerated Purchase made hereunder, the portion of the Available Amount to be purchased by the Investor pursuant to Section 2 hereof. 

(ii) “Purchase Date” means, with respect to any Regular Purchase made pursuant to
Section 2(a) hereof, the Business Day on which the Investor receives by 6:00 p.m., Eastern time, of such Business Day a valid Regular Purchase Notice that the Investor is to purchase such applicable dollar amount of
Purchase Shares pursuant to Section 2(a) hereof. 
 (jj) “Purchase Price” means,
with respect to any Regular Purchase made pursuant to Section 2(a) hereof, the lower of: (i) the lowest Sale Price on the applicable Purchase Date and (ii) the arithmetic average of the three (3) lowest
Closing Sale Prices for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding such Purchase Date. 

(kk) “Registration Rights Agreement” means that certain Registration Rights Agreement, of even date herewith
between the Company, D-Wave, DPCM and the Investor. 
 (ll) “Regular
Purchase Notice” means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase such applicable amount
of Purchase Shares at the applicable Purchase Price as specified by the Company therein on the applicable Purchase Date for such Regular Purchase. 

(mm) “Sale Price” means any trade price for the shares of Common Stock on the Principal Market as reported by
the Principal Market. 
 (nn) “SEC” means the U.S. Securities and Exchange Commission. 

(oo) “Securities” means, collectively, the Purchase Shares and the Commitment Shares (as defined in
Section 5(e) below). 

  
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 (pp) “Securities Act” means the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder. 
 (qq) “Subsidiary” means any Person the
Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act. 
 (rr) “Transaction Documents”
means, collectively, this Agreement and the schedules and exhibits hereto, the Registration Rights Agreement and the schedules and exhibits thereto, and each of the other agreements, documents, certificates and instruments entered into or furnished
by the parties hereto in connection with the transactions contemplated hereby and thereby. 
 (ss) “Transfer
Agent” means, together, Computershare Inc. and Computershare Trust Company, N.A., or such other Person who is then serving as the transfer agent for the Company in respect of the Common Stock. 

(tt) “VWAP” means in respect of an applicable Accelerated Purchase Date and an Additional
Accelerated Purchase Date, as applicable, the volume weighted average price of the Common Stock on the Principal Market, as reported on the Principal Market or by another reputable source such as Bloomberg, L.P. 

 

	2.	 PURCHASE OF COMMON STOCK. 



Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the
Investor has the obligation to purchase from the Company, Purchase Shares as follows: 
 (a) Commencement of Regular Sales
of Common Stock. Following Closing and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”)
and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000) of
Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular
Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a
price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or
other similar transaction), (ii) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is
equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or
other similar transaction), and (iii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal
to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other
similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent,
and only to the extent, of the amount by which the number of Purchase Shares set 

  
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forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in
accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the
applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing
Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those
that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any
Regular Purchase Notices during the PEA Period. 
 (b) Accelerated Purchases. Subject to the terms and conditions of
this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor by
the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to purchase such applicable number of Purchase Shares at the Accelerated Purchase Price on the
Accelerated Purchase Date in an amount up to the Accelerated Purchase Share Amount in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the
Investor only on a Purchase Date on which (i) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such
Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in
Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above), (ii) all Purchase Shares subject to all prior
Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Accelerated Purchase Date with respect to which the applicable
Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement and (iii) the Closing Sale Price is not less than the Floor Price. If the Company delivers any Accelerated Purchase
Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be
void ab initio to the extent, and only to the extent, of the number by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include
in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such
Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after
completion of each Accelerated Purchase Date, the Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price shall be set forth on a written confirmation of the Accelerated Purchase to be provided to the Company by the Investor
(an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period. 

(c) Additional Accelerated Purchases. Subject to the terms and conditions of this Agreement, beginning one
(1) Business Day following the Commencement Date and thereafter, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have
the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of an Additional 

  
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Accelerated Purchase Notice on an Additional Accelerated Purchase Date in accordance with this Agreement, to purchase the applicable Additional Accelerated Purchase Share Amount at the applicable
Additional Accelerated Purchase Price therefor in accordance with this Agreement (each such purchase, an “Additional Accelerated Purchase”). The Company may deliver multiple Additional Accelerated Purchase Notices to the Investor on
an Additional Accelerated Purchase Date; provided, however, that the Company may deliver an Additional Accelerated Purchase Notice to the Investor only (i) on a Business Day that is also the Accelerated Purchase Date for an Accelerated Purchase
with respect to which the Company properly submitted to the Investor an Accelerated Purchase Notice in accordance with this Agreement on the applicable Purchase Date for a Regular Purchase of a number of Purchase Shares not less than the Regular
Purchase Share Limit then in effect in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding
certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above), (ii) if the
Closing Sale Price of the Common Stock on the Business Day immediately preceding the Business Day on which such Additional Accelerated Purchase Notice is delivered is not less than the Floor Price, and (iii) if all Purchase Shares subject to
all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Additional Accelerated Purchase Date with respect to
which the applicable Additional Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Additional Accelerated Purchase Notice directing the Investor
to purchase an amount of Purchase Shares that exceeds the Additional Accelerated Purchase Share Amount that the Company is then permitted to include in such Additional Accelerated Purchase Notice in accordance with the terms of this Agreement, such
Additional Accelerated Purchase Notice shall be void ab initio to the extent, and only to the extent, of the number by which the number of Purchase Shares set forth in such Additional Accelerated Purchase Notice exceeds the Additional
Accelerated Purchase Share Amount that the Company is then permitted to include in such Additional Accelerated Purchase Notice in accordance with the terms of this Agreement (which shall be confirmed in an Additional Accelerated Purchase
Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the
Additional Accelerated Purchase Share Amount which the Company is permitted to include in such Additional Accelerated Purchase Notice. Within one (1) Business Day after completion of each Additional Accelerated Purchase Date, the Investor will
provide to the Company a written confirmation of each Additional Accelerated Purchase on such Additional Accelerated Purchase Date setting forth the applicable Additional Accelerated Purchase Share Amount and Additional Accelerated Purchase Price
for each such Additional Accelerated Purchase on such Additional Accelerated Purchase Date (each, an “Additional Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Additional
Accelerated Purchase Notices during the PEA Period. 
 (d) Payment for Purchase Shares. For each Regular Purchase,
the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Regular Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the same Business Day that the Investor
receives such Purchase Shares, if such Purchase Shares are received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the next Business Day. For each Accelerated
Purchase and each Additional Accelerated Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Accelerated Purchase and Additional Accelerated Purchase, respectively, as full payment for such
Purchase Shares via wire transfer of immediately available funds on the second Business Day following the date that the Investor receives such Purchase Shares. If the Company or the Transfer Agent shall fail for any reason or for no reason to
electronically transfer any Purchase Shares as DWAC Shares in respect of a Regular Purchase, an Accelerated Purchase or an Additional Accelerated Purchase (as applicable) within two (2) 

  
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Business Days following the receipt by the Company of the Purchase Price, Accelerated Purchase Price and Additional Accelerated Purchase Price, respectively, therefor in compliance with this
Section 2(d), and if on or after such Business Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Purchase Shares that
the Investor anticipated receiving from the Company in respect of such Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase (as applicable), then the Company shall, within two (2) Business Days after the Investor’s
request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”), at which
point the Company’s obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Purchase Shares as DWAC Shares and pay cash to the Investor in an amount
equal to the excess (if any) of the Cover Price over the total Purchase Amount paid by the Investor pursuant to this Agreement for all of the Purchase Shares to be purchased by the Investor in connection with such Regular Purchase, Accelerated
Purchase and Additional Accelerated Purchase (as applicable). If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up or down to the nearest whole
share. All payments made under this Agreement shall be made in lawful money of the United States of America or wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in
accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.

 (e) Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the
Company shall not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates
(as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates of more than 9.9% of the
then issued and outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). Upon the written or oral request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of
shares of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor’s written certification to the Company of the applicability
of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error. 

(f) Compliance with Principal Market Rules. The Company shall not issue any Securities pursuant to this Agreement if
such issuance would reasonably be expected to result in (a) a violation of the Securities Act or (b) a breach of the rules and regulations of the Principal Market. Furthermore, the Company agrees that it shall not issue any Securities
pursuant to this Agreement if, at the time of such issuance (Y) the effectiveness of the Registration Statement registering the Securities has lapsed for any reason (including, without limitation, the issuance of a stop order or similar order)
or (Z) the Registration Statement is unavailable for the resale by the Investor of any or all of the Securities to be issued to the Investor under the Transaction Documents. The provisions of this Section 2(f) shall be
implemented in a manner otherwise than in strict conformity with the terms hereof only if necessary to ensure compliance with the Securities Act and the rules and regulations of the Principal Market. 

 

	3.	 INVESTOR’S REPRESENTATIONS AND WARRANTIES. 



The Investor represents and warrants to the Company, D-Wave, and DPCM that as of the
date hereof and as of the Commencement Date: 

  
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 (a) Organization; Authority. The Investor is an entity duly
organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into, and to consummate the transactions contemplated by, this Agreement and otherwise to carry
out its obligations hereunder and thereunder. 
 (b) Investment Purpose. The Investor is acquiring the Securities as
principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such
Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Securities in violation of
the Securities Act or any applicable state securities law (this representation and warranty not limiting the Investor’s right to sell the Securities at any time pursuant to the Registration Statement described herein or otherwise in compliance
with applicable federal and state securities laws). The Investor is acquiring the Securities hereunder in the ordinary course of its business. 

(c) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule
501(a)(3) of Regulation D promulgated under the Securities Act. 
 (d) Reliance on Exemptions. The Investor
understands that the Securities may be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that each of the Company,
D-Wave, and DPCM is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set
forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities. 

(e) Information. The Investor understands that its investment in the Securities involves a high degree of risk. The
Investor (i) is able to bear the economic risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and
risks of the proposed investment in the Securities and (iii) has had an opportunity to ask questions of and receive answers from the officers of each of the Company, D-Wave, and DPCM concerning the
financial condition and business of the Company, D-Wave, and DPCM and other matters related to an investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted by
the Investor or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s, D-Wave’s, and DPCM’s representations and warranties contained in
Section 4 below. The Investor has sought such accounting, legal and tax advice from its own independent advisor as it has considered necessary to make an informed investment decision with respect to its acquisition of the
Securities. The Investor understands that it (and not the Company, D-Wave, and DPCM) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions
contemplated by this Agreement. 
 (f) No Governmental Review. The Investor understands that no U.S. federal or state
agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the Securities nor have such authorities passed upon or endorsed the
merits of the offering of the Securities. 
 (g) Transfer or Sale. The Investor understands that (i) the
Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration;
(ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the
Person through whom the sale is made) may be deemed to be an underwriter (as that term is 

  
 11 












 
defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder. 

(h) Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the
Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. 

(i) Residency. The Investor is a resident of the State of Illinois. 

(j) No Short Selling. The Investor represents and warrants to the Company,
D-Wave, and DPCM that at no time prior to the date of this Agreement has any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock. 

 

	4.	 REPRESENTATIONS AND WARRANTIES OF THE COMPANY, D-WAVE, AND DPCM.



 (a) Company Representations and Warranties. The Company represents and warrants to the
Investor that, as of the date hereof and as of the Commencement Date: 
 (i) Organization and Qualification. The
Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power and
authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any of its Subsidiaries is in violation or default of any of the provisions of its respective articles or certificate of
incorporation, bylaws or other organizational or charter documents. Each of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the
nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Company
Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. Other than Merger Sub, CallCo and ExchangeCo
(each as defined in the Form S-4) and any other direct or indirect subsidiaries of the Company formed or that may be formed for purposes of effecting the Merger (collectively, the “Company Merger
Subsidiaries”), the Company has no Subsidiaries. 
 (ii) Authorization; Enforcement; Validity. (a) The
Company has the requisite corporate power and authority to enter into and subsequent to Closing (and subject to any applicable rules and regulations of the Principal Market) perform its obligations under this Agreement and each of the other
Transaction Documents, and to issue the Securities in accordance with the terms hereof and thereof, (b) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby
and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement,
have been duly authorized by the Company’s Board of Directors and other than the Merger, no further consent or authorization is required by the Company, its Board of Directors or its stockholders (except as provided in this Agreement), (c) each
of this Agreement and the Registration Rights Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (d) this Agreement constitutes,


  
 12 












 
and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance
with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of
creditors’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions are
valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of a unanimous written consent adopting the Signing Resolutions executed by all of the
members of the Board of Directors of the Company or minutes of a meeting of the Board of Directors of the Company approving the Signing Resolutions. Except as set forth in this Agreement and the consummation of the Merger, no other approvals or
consents of the Company’s Board of Directors, any authorized committee thereof, or stockholders is necessary (except as provided in this Agreement) under applicable laws and the Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”) or the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), to authorize the execution and delivery of this Agreement or any of the transactions
contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares. 

(iii) Capitalization. As of the date hereof, the authorized share capital of the Company is 675,000,000 shares of
Common Stock and 20,000,000 shares of preferred stock, par value $0.0001 per share, and 100 shares of Common Stock are issued and outstanding. Except as disclosed in the SEC Documents (as defined below) and in the Company’s Registration
Statement on S-4, initially filed with the SEC on March 15, 2022 (as amended, the “Form S-4”), (a) no shares of the Company’s capital stock
are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered by the Company, (b) there are no outstanding debt securities, (c) there are no outstanding options, warrants, scrip, rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the
Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (d) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to
register the sale of any of their securities under the Securities Act (except the Registration Rights Agreement), (e) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or
similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (f) there are no
securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (g) the Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. The Company has made available (provided that any documents filed with the SEC and available on the SEC’s EDGAR system shall be deemed to have been made available) to the
Investor true and correct copies of the Certificate of Incorporation and the Bylaws, and summaries of the material terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material
rights of the holders thereof in respect thereto. 
 (iv) Issuance of Securities. Upon Closing, subsequent to the
date of effectiveness of the Registration Statement, and upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, as applicable, the Purchase Shares shall be validly issued, fully paid and nonassessable and
free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common


  
 13 












 
Stock. Upon Closing, a sufficient number of shares of Common Stock to meet the Company’s obligations under this Agreement from time to time will be duly authorized and reserved for issuance
upon purchase under this Agreement as Purchase Shares. Upon Closing, a sufficient number of shares of Common Stock to meet the Company’s obligations under this Agreement (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) will be duly authorized and, if required by the Principal Market, reserved for issuance as Commitment Shares (as defined below in
Section 5(e)) in accordance with this Agreement. When issued in accordance with this Agreement and upon consummation of Closing, the Commitment Shares shall be validly issued, fully paid and nonassessable and free from all
taxes, liens, charges, restrictions (other than restrictions under applicable securities laws), rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of
Common Stock. 
 (v) No Conflicts. The execution, delivery and performance of the Transaction Documents by the
Company, the consummation of the Merger, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Purchase Shares and the Commitment
Shares) will not (a) result in a violation of the Certificate of Incorporation or the Bylaws or (b) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries) or by which any property or asset of the Company or any of its
Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (b), which could not reasonably be expected to result in a Company Material Adverse
Effect. Neither the Company nor any of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or
regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations or amendments that could not reasonably be expected to have a Company Material Adverse Effect or to result in any conflict related to the
Merger. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, ordinance, or regulation of any governmental entity, except for possible violations, the sanctions for, or
consequences of, which either individually or in the aggregate could not reasonably be expected to have a Company Material Adverse Effect. Except as specifically contemplated by this Agreement and any consents related to the Merger, and as required
under the Securities Act or the Exchange Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or
thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the
Commencement Date. 
 (vi) SEC Documents; Financial Statements. Upon Closing, the Company shall have filed all
reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof for such period as the Company was required by law
or regulation to file such material, (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, filed by the Company or DPCM, as applicable, being collectively referred to herein as the “SEC
Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, or, if amended or restated, as of the
date of such amendment or restatement, the SEC Documents complied in all material respects with the 

  
 14 












 
requirements of the Securities Act and the Exchange Act, as applicable. None of the SEC Documents contained, when filed or, if amended or restated, as of the date of such amendment or restatement
with respect to those disclosures that are amended or restated, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Except as set forth in the SEC Documents, the financial statements included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and
regulations of the SEC with respect thereto as in effect at the time of filing, or if amended or restated, as of the date of such amendment or restatement. Except as set forth in the SEC Documents or in connection with the SEC’s
review of the Form S-4, the Company has received no notices or correspondence from the SEC for the one year preceding the date hereof. To the knowledge of the Company, the SEC has not commenced
any enforcement proceedings against the Company or any of its Subsidiaries. 
 (vii) Acknowledgment Regarding
Investor’s Status. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby.
The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any
advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The
Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors. 

(viii) No General Solicitation; No Aggregated or Integrated Offering. Neither the Company, nor any of its affiliates,
nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. Neither the
Company, nor or any of its affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to purchase any security, under circumstances that would require registration
of the offer and sale of any of the Securities under the Securities Act, whether through aggregation or integration with prior offerings or otherwise, or cause this offering of the Securities to be aggregated or integrated with prior offerings by
the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market on which any of the securities of the Company are to be listed or designated. The issuance and sale of the Securities hereunder, as of the
date of this Agreement, does not contravene the rules and regulations of the Principal Market. 
 (ix) Application of
Takeover Protections. The Company and its Board of Directors have taken or will take prior to the Commencement Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of
the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Investor’s ownership of the Securities. 

(x) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents that will be timely publicly disclosed by DPCM, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes
or might constitute material, non-public information which is not otherwise disclosed in the Form S-4 or the SEC Documents. The Company understands and confirms that the
Investor will rely on the foregoing representation in effecting purchases and sales of securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the transactions
contemplated hereby does not contain 

  
 15 












 
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not
misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Investor neither makes nor has made any
representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof. 

(xi) DTC Eligibility. Subsequent to Closing, the Company, through the Transfer Agent, shall participate in the DTC Fast
Automated Securities Transfer (FAST) Program and the Common Stock will be able to be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program. 

(xii) Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any
broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees or
with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 4(a)(xii) that may be due in connection with the transactions contemplated by the Transaction Documents. 

(xiii) Investment Company. The Company is not, and immediately after receipt of payment for the Securities will not be,
an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 
 (xiv) Listing
and Maintenance Requirements. Subsequent to Closing, the Common Stock shall be registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have
the effect of, terminating the registration of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating terminating such registration. The Company has not, in the twelve
(12) months preceding the date hereof, received any notice from any Person to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market. 

(b) D-Wave Representations and Warranties.
D-Wave represents and warrants to the Investor that, as of the date hereof and as of the Commencement Date: 

(i) Organization and Qualification. D-Wave is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power and authority to own and use its properties and assets and to carry on its
business as currently conducted. D-Wave is not in violation or default of any of the provisions of its organizational documents or bylaws. D-Wave is duly qualified to
conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a D-Wave Material Adverse Effect and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. 
 (ii)
Authorization; Enforcement; Validity. (a) D-Wave has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement
and each of the other Transaction Documents, (b) the execution and delivery of the Transaction 

  
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Documents by D-Wave and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by D-Wave’s Board of Directors and no further consent or authorization is required by D-Wave, its Board of Directors or its stockholders (except as provided in this
Agreement), (c) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by D-Wave and
(d) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of D-Wave, shall constitute, the valid and binding
obligations of D-Wave enforceable against D-Wave in accordance with their terms, except as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. Except as set forth in this Agreement, no other approvals or
consents of D-Wave’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and
D-Wave’s organizational documents and bylaws to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby. 

(iii) No Conflicts. The execution, delivery and performance of the Transaction Documents by D-Wave and the consummation by D-Wave of the transactions contemplated hereby and thereby will not (a) result in a violation of
D-Wave’s organizational documents or bylaws or (b) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which D-Wave is a party, or result in a violation of any law, rule, regulation, order, judgment or
decree (including federal and state securities laws and regulations applicable to D-Wave) or by which any property or asset of D-Wave is bound or affected, except in the
case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (b), which could not reasonably be expected to result in a D-Wave Material Adverse Effect. D-Wave is not in violation of any term of or in default under its organizational documents or bylaws. D-Wave is not in violation of any term of or is in default under any
material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to D-Wave, except for possible conflicts, defaults,
terminations or amendments that could not reasonably be expected to have a D-Wave Material Adverse Effect. The business of D-Wave is not being conducted, and shall not
be conducted, in violation of any law, ordinance or regulation of any governmental entity, except for possible violations, the sanctions for which either individually or in the aggregate could not reasonably be expected to have a D-Wave Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws, D-Wave is
not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its
obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which D-Wave is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date. 

(iv) Absence of Certain Changes. D-Wave has not taken any steps, and does not
currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does D-Wave have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy
or insolvency proceedings. Assuming D-Wave receives the anticipated proceeds from the Merger, D-Wave is financially solvent and is generally able to pay its debts as
they become due. 
 (v) Absence of Litigation. There is no action, suit, proceeding, inquiry or, to D-Wave’s knowledge, investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of D-Wave,
threatened against or affecting D-Wave, or 

  
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any of D-Wave’s officers or directors in their capacities as such, which could reasonably be expected to have a
D-Wave Material Adverse Effect. 
 (vi) Acknowledgment Regarding Investor’s
Status. D-Wave acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby. D-Wave further acknowledges that the Investor is not acting as a financial advisor or fiduciary of D-Wave (or in any similar capacity) with respect to the
Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby
is merely incidental to the Investor’s purchase of the Securities. D-Wave further represents to the Investor that D-Wave’s decision to enter into the
Transaction Documents has been based solely on the independent evaluation by D-Wave and its representatives and advisors. 

(vii) No General Solicitation. Neither D-Wave, nor any of its affiliates, nor
any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. 

(viii) Intellectual Property Rights. D-Wave owns or possesses adequate rights
or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property
rights necessary to conduct its business as now conducted. None of D-Wave’s rights in its owned and material trademarks, trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, trade secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions thereof, could expire or terminate within two years from the date of this Agreement, in each case which could
reasonably be expected to have a D-Wave Material Adverse Effect. D-Wave does not have any knowledge of any infringement by D-Wave
of any trademark, trade name rights, patents, patent rights, copyrights, service names, service marks, service mark registrations, trade secret or other intellectual property rights of others, and there is no claim, action or proceeding being made
or brought against, or to D-Wave’s knowledge, being threatened against, D-Wave regarding trademark, trade name, patents, patent rights, copyright, service names,
service marks, service mark registrations, trade secret or other infringement, in each case which could reasonably be expected to have a D-Wave Material Adverse Effect. 

(ix) Environmental Laws. D-Wave (a) is in compliance with any and all
applicable foreign, federal, state, provincial and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”), (b) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its businesses and (c) is in compliance with all terms and conditions of any such permit, license or
approval, except where, in each of the three foregoing clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 

(x) Title. D-Wave does not own any real property, and has good and marketable
title to all tangible personal property owned by it that is material to its business, in each case free and clear of all liens, encumbrances and defects (“Liens”), except for Liens as do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be made of such property by D-Wave and Liens for the payment of federal, state or other taxes, the payment of which is neither
delinquent nor subject to penalties. Any real property and facilities held under lease by D-Wave are held by them under valid, subsisting and enforceable leases with which
D-Wave is in compliance with such exceptions as are 

  
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not material and do not interfere with the use made and proposed to be made of such property and buildings by D-Wave. 

(xi) Insurance. D-Wave is insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as management of D-Wave believes to be prudent and customary in the businesses in which D-Wave is
engaged. D-Wave has not been refused any insurance coverage sought or applied for and D-Wave has no reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or
the earnings, business or operations of D-Wave. 
 (xii) Regulatory Permits. D-Wave possesses all material certificates, authorizations and permits issued by the appropriate federal, state, provincial or foreign regulatory authorities necessary to conduct its business, and D-Wave has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. 

(xiii) Tax Status. D-Wave has filed all federal, state, provincial, local and
foreign tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a D-Wave Material Adverse Effect) and has paid all taxes
required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as
would not have a Material Adverse Effect. There are no transfer taxes or other similar fees or charges under Canadian or U.S. federal law or the laws of any state, province, territory or any political subdivision thereof, required to be paid in
connection with the execution and delivery of this Agreement or the issuance by D-Wave or sale by D-Wave of the Common Stock. No stamp duty, registration or documentary
taxes, duties or similar charges are payable under the federal laws of Canada or the laws of any province in connection with the creation, issuance, sale and delivery by D-Wave of the Common Stock or the
authorization, execution, delivery and performance of this Agreement. 
 (xiv) Transactions With Affiliates. Except
as disclosed in the Form S-4, none of the officers or directors of D-Wave and, to the knowledge of D-Wave, none of the employees
of D-Wave is presently a party to any transaction with D-Wave (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of D-Wave, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, other than for (a) payment of salary or consulting fees for
services rendered, (b) reimbursement for expenses incurred on behalf of D-Wave and (c) other employee benefits, including stock option agreements under any stock option plan of D-Wave. 
 (xv) Foreign Corrupt Practices.
D-Wave has not, and to the knowledge of D-Wave, any director, officer, agent, employee or affiliate of D-Wave is not aware of or
has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or the Corruption of
Foreign Public Officials Act (Canada) (the “CFPOA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or
authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA or the CFPOA) or any foreign political
party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and D-Wave, and, to the knowledge of D-Wave, its affiliates have
conducted their businesses in compliance with the FCPA and the CFPOA and have instituted and maintain policies and procedures 

  
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designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. The operations of D-Wave are and have been
conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any applicable governmental agency, including, without limitation, Title 18 U.S. Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, all as amended, and any Executive order, directive or regulation pursuant
to the authority of any of the foregoing, or any orders or licenses issued thereunder (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or
any arbitrator involving D-Wave with respect to the Money Laundering Laws is pending or, to the best knowledge of D-Wave, threatened. Neither D-Wave, nor to the knowledge of D-Wave any of the directors, officers or employees, agents, affiliates or representatives of D-Wave, is
an individual or entity that is, or is owned or controlled by an individual or entity that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United
Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject
of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria). D-Wave shall not, directly or indirectly, use the proceeds of the offering, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity: (i) to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that, at the
time of such funding or facilitation, is the subject of Sanctions or (ii) in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual or entity participating in the offering, whether as
underwriter, advisor, investor or otherwise). For the past five years, D-Wave has not knowingly engaged in, and is not now knowingly engaged in, any dealings or transactions with any individual or entity, or
in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. 
 (xvi)
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by D-Wave to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other
Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in
this Section 4(b)(xvi) that may be due in connection with the transactions contemplated by the Transaction Documents. 

(c) DPCM Representations and Warranties. DPCM represents and warrants to the Investor that, as of the date hereof and
as of the Commencement Date: 
 (i) Organization and Qualification. DPCM and each of its Subsidiaries is an entity
duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power and authority to own and use its properties and assets and to
carry on its business as currently conducted. Neither DPCM nor any of its Subsidiaries is in violation or default of any of the provisions of its respective articles or certificate of incorporation, bylaws or other organizational or charter
documents. Each of DPCM and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a DPCM Material Adverse Effect and no proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. Other than the Company, the Company Merger Subsidiaries and any additional direct or indirect subsidiaries of DPCM formed
or that may be formed for purposes of effecting the Merger, DPCM has no Subsidiaries. 

  
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 (ii) Authorization; Enforcement; Validity. (a) DPCM has the
requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents, (b) the execution and delivery of the Transaction Documents
by DPCM and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by DPCM’s Board of Directors and no further consent or authorization is required by DPCM, its Board of Directors or its
stockholders (except as provided in this Agreement), (c) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by DPCM and
(d) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of DPCM, shall constitute, the valid and binding obligations of DPCM enforceable against DPCM in
accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of creditors’ rights and remedies. Except as set forth in this Agreement, no other approvals or consents of DPCM’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is
necessary under applicable laws and DPCM’s certificate of incorporation and bylaws to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby. 

(iii) Capitalization. As of the date hereof, the authorized and issued capital stock of DPCM is set forth in the Form S-4. Except as disclosed in the SEC Documents or the Form S-4, (a) no shares of DPCM’s capital stock are subject to preemptive rights or any other similar rights or any
liens or encumbrances suffered by DPCM, (b) there are no outstanding debt securities, (c) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into, any shares of capital stock of DPCM or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which DPCM or any of its Subsidiaries is or may become bound to issue additional
shares of capital stock of DPCM or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of
DPCM or any of its Subsidiaries, (d) there are no agreements or arrangements under which DPCM or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (e) there are no outstanding
securities or instruments of DPCM or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which DPCM or any of its Subsidiaries is or may become bound
to redeem a security of DPCM or any of its Subsidiaries, (f) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and
(g) DPCM does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. DPCM has made available (provided that any documents filed with the SEC and available on the SEC’s
EDGAR system shall be deemed to have been made available) to the Investor true and correct copies of DPCM’s certificate of incorporation, and DPCM’s bylaws, as amended and as in effect on the date hereof, and summaries of the material
terms of all securities convertible into or exercisable for Common Stock, if any. 
 (iv) No Conflicts. The
execution, delivery and performance of the Transaction Documents by DPCM and the consummation by DPCM of the transactions contemplated hereby and thereby will not (a) result in a violation of DPCM’s certificate of incorporation or bylaws
or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which DPCM is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations applicable to DPCM) or by which any property or asset of
DPCM is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which could not reasonably be expected to result in a DPCM Material Adverse Effect. DPCM
is not in violation 

  
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of any term of or in default under its certificate of incorporation or bylaws. DPCM is not in violation of any term of or is in default under any material contract, agreement, mortgage,
indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to DPCM, except for possible conflicts, defaults, terminations or amendments that could not reasonably be expected to have a DPCM Material
Adverse Effect. The business of DPCM is not being conducted, and shall not be conducted, in violation of any law, ordinance or regulation of any governmental entity, except for possible violations, the sanctions for which either individually or in
the aggregate could not reasonably be expected to have a DPCM Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Exchange Act, DPCM is not required to obtain any consent, authorization or order
of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in
accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which DPCM is required to obtain pursuant to the preceding sentence shall be obtained or
effected on or prior to the Commencement Date. 
 (v) SEC Documents; Financial Statements. Upon Closing, DPCM shall
have filed all SEC Documents on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, or, if amended or restated, as
of the date of such amendment or restatement, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. As of the date hereof, none of the SEC Documents contained, when filed
or, if amended or restated, as of the date of such amendment or restatement with respect to those disclosures that are amended or restated, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in the SEC Documents, the financial statements of DPCM included in the SEC Documents
comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing, or if amended or restated, as of the date of such amendment or
restatement. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be
otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of DPCM and its
consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments. Except as set forth in the SEC Documents or in connection with the SEC’s review of the Form S-4, DPCM has received no notices or correspondence from the SEC for the one year preceding
the date hereof. To the knowledge of DPCM, the SEC has not commenced any enforcement proceedings against DPCM or any of its Subsidiaries. 

(vi) Acknowledgment Regarding Investor’s Status. DPCM acknowledges and agrees that the Investor is acting
solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. DPCM further acknowledges that the Investor is not acting as a financial advisor or fiduciary of
DPCM (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives or agents in connection with the Transaction
Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities. DPCM further represents to the Investor that DPCM’s decision to enter into the Transaction Documents has been
based solely on the independent evaluation by DPCM and its representatives and advisors. 

  
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 (vii) No General Solicitation. Neither DPCM, nor any of its
affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities.

 (viii) Sarbanes-Oxley. DPCM is in compliance with all material provisions of the Sarbanes-Oxley Act of 2002, as
amended, which are applicable to it as of the date hereof. 
 (ix) Certain Fees. No brokerage or finder’s fees
or commissions are or will be payable by DPCM to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Investor
shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 4(c)(ix) that may be due in connection with the transactions contemplated by
the Transaction Documents. 
 (x) Listing and Maintenance Requirements. DPCM’s common stock is registered
pursuant to Section 12(b) of the Exchange Act, and DPCM has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock pursuant to the Exchange Act nor has DPCM
received any notification that the SEC is currently contemplating terminating such registration. DPCM has not, in the twelve (12) months preceding the date hereof, received any notice from any Person to the effect that DPCM is not in compliance
with the listing or maintenance requirements of the Principal Market. DPCM is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. 

(xi) No Market Manipulation. DPCM has not, and to its knowledge no Person acting on its behalf has, (a) taken,
directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of DPCM to facilitate the sale or resale of any security of DPCM, (b) sold, bid for, purchased, or, paid any
compensation for soliciting purchases of, any security of DPCM, or (c) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of DPCM. 

(xii) Absence of Certain Changes. Except as disclosed in the SEC Documents, since December 31, 2021, there has
been no material adverse change in the business, properties, operations, financial condition or results of operations of DPCM. DPCM has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any
Bankruptcy Law nor does DPCM have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. DPCM is financially solvent and is generally able to pay its debts as they become
due. 
 (xiii) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated
by the Transaction Documents that will be timely publicly disclosed by DPCM, DPCM confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes
or might constitute material, non-public information which is not otherwise disclosed in the Form S-4 or the SEC Documents. DPCM understands and confirms that the
Investor will rely on the foregoing representation in effecting purchases and sales of the Securities. All of the disclosure furnished by or on behalf of DPCM to the Investor regarding DPCM, its business and the transactions contemplated hereby is
true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not
misleading. DPCM acknowledges and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof. 

  
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 (xiv) Accountants. DPCM’s accountants are set forth in the SEC
Documents and, to the knowledge of DPCM, such accountants are an independent registered public accounting firm as required by the Securities Act. 
  

	5.	 COVENANTS. 



(a) Filing of Current Report and Registration Statement. Each of the Company,
D-Wave, and DPCM agrees that DPCM shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions
contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall file with the SEC, within thirty (30) days of the date of Closing, a new registration
statement (as amended or supplemented or replaced with a New Registration Statement, the “Registration Statement”) covering the resale of the Purchase Shares and all of the Commitment Shares in accordance with the terms of the
Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”); provided, however, that the Company may delay filing or suspend the use of any Registration
Statement if the Company determines, upon advice of legal counsel, that in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed. The Company and DPCM shall permit the Investor
to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC and, with respect to information regarding the Investor
or the transaction contemplated hereby, DPCM shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the
final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company or DPCM. 

(b) Blue Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an
exemption for or to register or qualify (i) the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent resale of all Commitment Shares and all Purchase Shares by
the Investor, in each case, under applicable securities or “Blue Sky” laws of the states of the United States in such states as is reasonably requested by the Investor from time to time, and shall provide evidence of any such action so
taken to the Investor provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so
qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. 

(c) Listing/DTC. The Company shall take all action reasonably necessary to promptly secure the listing of all of the
Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange or automated quotation system, if any, upon which the
Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company shall use
commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the
Principal Market. The Company shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following
Business Day, provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market; provided, however, that the Company shall not be required to provide
the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or
statement filed with the SEC and under the Exchange Act or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall


  
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take all action reasonably necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares. 

(d) Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this
Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or
indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

 (e) Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this
Agreement, the Company shall pay the Investor cash or cause the Transfer Agent to issue shares of Common Stock directly to the Investor in an aggregate amount equal to Two Million Six Hundred Twenty Five Thousand Dollars ($2,625,000) (the
“Commitment Fee”) and shall deliver to the Transfer Agent on the date of this Agreement the Irrevocable Transfer Agent Instructions in the form as set forth in Section 6. The Company shall pay the
Commitment Fee to the Investor as follows: (i) on the date of Closing, Eight Hundred Seventy Five Thousand Dollars ($875,000) of shares of Common Stock shall be delivered to the Investor (the “Initial Tranche Commitment
Shares”) and (ii) on or before the business day prior to the filing of the Registration Statement, the Company shall elect, and communicate to the Investor its election, to pay the remaining amount of the Commitment Fee in cash or
shares of Common Stock. If the Company elects to pay the remaining amount of the Commitment Fee in cash, the Company shall pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately
available funds, equal to One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). If the Company elects to pay the fee in shares of Common Stock, One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) of shares of Common Stock will be
issued to the Investor at least one business day prior to the date of filing of the Registration Statement (the “Second Tranche Commitment Shares,” and together with the Initial Tranche Commitment Shares, the “Commitment
Shares”). For purposes of determining the number of Commitment Shares, the price of the Commitment Shares shall be equal to the lesser of (x) a per share price that is equal to 100% of the DPCM Price or (y) the average closing
price of the Common Stock for the ten (10) business days prior to the date such shares are issued. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, irrespective of any subsequent
termination of this Agreement but the Commitment Fee will in no event be paid to the Investor if the Closing does not occur. 

(f) Due Diligence; Non-Public Information. The Investor shall have the right,
from time to time as the Investor may reasonably deem appropriate and upon reasonable advance notice to the Company, D-Wave, and DPCM, to perform reasonable due diligence on the Company and D-Wave during normal business hours. Each of the Company, D-Wave, and DPCM and their respective officers and employees shall provide information and reasonably cooperate with
the Investor in connection with any reasonable request by the Investor related to the Investor’s due diligence of the Company, D-Wave, and DPCM. Each party hereto agrees not to disclose any Confidential
Information of the other party to any third party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the
Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. Each of the Company, D-Wave, and DPCM confirms that neither it nor any other Person acting on its behalf shall provide the Investor or its agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company or DPCM, as applicable, in the manner contemplated by Regulation FD. In the event of a breach of the foregoing
covenant by the Company, D-Wave, DPCM, or any Person acting on their behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the


  
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other Transaction Documents, if the Investor is holding any Securities at the time of the disclosure of material, non-public information, the Investor
shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, D-Wave, and DPCM; provided the Investor shall have first provided notice to the Company, D-Wave, and DPCM that it believes it has received information that constitutes
material, non-public information, and the Company, D-Wave, and DPCM shall have at least two (2) Business Days to either (i) demonstrate that such information
is not material non-public information to the reasonable satisfaction of the Investor or (ii) publicly disclose such material, non-public information prior to any
such disclosure by the Investor. The Investor shall not have any liability to the Company, any of its Subsidiaries, D-Wave, DPCM, or any of their respective directors, officers, employees, stockholders or
agents, for any such disclosure. Each of the Company, DPCM, and D-Wave understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities of the
Company. 
 (g) Purchase Records. The Investor and the Company shall each maintain records showing the remaining
Available Amount at any given time and the dates and Purchase Amounts for each Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase or shall use such other method, reasonably satisfactory to the Investor and the Company. 

(h) Taxes. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the
issuance and delivery of any shares of Common Stock to the Investor made under this Agreement. For the avoidance of doubt, any other taxes incurred by the Investor (including any taxes on income resulting from the transactions contemplated by this
Agreement) shall solely be the responsibility of the Investor. 
 (i) Aggregation. From and after the date of
this Agreement, neither the Company, nor any of its affiliates will, and the Company shall use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or
solicit any offers to purchase any security, under circumstances that would cause this offering of the Securities by the Company to the Investor to be aggregated with other offerings by the Company in a manner that would require stockholder approval
pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or designated, unless stockholder approval is obtained before the closing of such subsequent transaction in accordance with the rules of such
Principal Market. 
 (j) Use of Proceeds. The Company will use the net proceeds from the offering for any corporate
purpose at the sole discretion of the Company. 
 (k) Integration. From and after the date of this Agreement, the
Company, D-Wave, DPCM and any of their respective affiliates shall not, and each of the Company, D-Wave, and DPCM shall use its reasonable best efforts to ensure that no
Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to purchase any security, under circumstances that would require registration of the offer and sale of any of the Securities
under the Securities Act. 
 (l) Limitation on Variable Rate Transactions. From and after the date of this Agreement
until the Maturity Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock involving a Variable Rate Transaction other than with the
Investor. “Variable Rate Transaction” means an “equity line of credit” or substantially similar transaction whereby an investor is irrevocably bound to purchase securities over a period of time from the Company at a price
based on the market price of the Company’s Common Stock at the time of each such purchase, provided, however, that this Section 5(l) shall not be deemed to prohibit the issuance and sale of Common Stock pursuant to an “at-the-market offering” by the Company 

  
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exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer. 

 

	6.	 TRANSFER AGENT INSTRUCTIONS. 



(a) Initial Tranche Commitment Shares. Upon Closing, the Company shall issue to the Transfer Agent (and any subsequent
transfer agent) irrevocable instructions, in substantially the form agreed to prior to the date of Closing to issue the Initial Tranche Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Initial Tranche
Transfer Agent Instructions”). The certificate, DRS or book-entry statement(s) representing the Initial Tranche Commitment Shares shall bear the following restrictive legend (the “Restrictive Legend”): 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. 

The Company agrees to take such actions and provide such instructions as are reasonably required to remove such restrictive
legend upon the Initial Tranche Commitment Shares becoming eligible for resale pursuant to the Registration Statement. 

(b) Second Tranche Commitment Shares. If the Company elects to pay the second portion of the Commitment Fee in shares
of Common Stock, at least one Business Day prior to the filing of the Registration Statement, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions, in substantially the form agreed to prior to
the date hereof, to issue the Second Tranche Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Second Tranche Transfer Agent Instructions”). All Second Tranche Commitment Shares to be issued to or
for the benefit of the Investor pursuant to this Agreement shall be issued as DWAC Shares. The Company warrants to the Investor that, while the Agreement is effective, no instruction other than the Irrevocable Second Tranche Transfer Agent
Instructions referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Second Tranche Commitment Shares, and the Second Tranche Commitment Shares shall otherwise be freely
transferable on the books and records of the Company. Notwithstanding anything to the contrary in this Section 6(b), to the extent the Second Tranche Commitment Shares are issued prior to the effectiveness of the Registration Statement, the
certificate, DRS or book-entry statement(s) representing the Second Tranche Commitment Shares shall bear the same restrictive legend as the Initial Tranche Commitment Shares and as referenced in Section 6(a) above. 

(c) Purchase Shares. On the date of the Commencement, the Company shall issue to the Transfer Agent, and any subsequent
transfer agent, irrevocable instructions in the form agreed to prior to the date hereof (the “Commencement Irrevocable Transfer Agent Instructions”) to issue the Purchase Shares in accordance with the terms of this Agreement and the
Registration Rights Agreement. All Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants to the Investor
that, while this Agreement is effective, no instruction other than as contemplated by the Commencement Irrevocable Transfer Agent Instructions and any Notice of Effectiveness of Registration Statement (as defined in the Registration Rights
Agreement) will be given by the Company to the Transfer Agent with respect to the Purchase Shares from and after Commencement, and no instruction or other communication to the Transfer Agent with respect to the issuance of the Purchase Shares shall
be made without the approval 

  
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of the Investor. The Company shall provide confirmation of receipt by the Transfer Agent of all instructions pursuant to the Commencement Irrevocable Transfer Agent Instructions with respect to
Purchase Shares within one Business Day of delivery of any Purchase Notice. The Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. 

 

	7.	 CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK.



 The right of the Company hereunder to commence sales of the Purchase Shares as of the Commencement
Date is subject to the satisfaction (or waiver by the Company) of each of the following conditions: 
 (a) The Investor shall
have executed each of the Transaction Documents and delivered the same to the Company, D-Wave, and DPCM; 

(b) The Merger shall have been completed and D-Wave and DPCM shall have become wholly
owned subsidiaries of the Company; 
 (c) The Registration Statement covering the resale of all of the Commitment Shares
and the Purchase Shares shall have been declared effective under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC; 

(d) The representations and warranties of the Investor shall be true and correct in all material respects (except to the
extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, the portion of such representations and warranties so qualified shall be true and correct without further
qualification) as of the date hereof and as of the Commencement Date as though made at that time. 
  

	8.	 CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.



 The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the
satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

 (a) Each of the Company, D-Wave, and DPCM shall have executed each of the
Transaction Documents and delivered the same to the Investor; 
 (b) The Merger shall have been completed and D-Wave and DPCM shall have become wholly owned subsidiaries of the Company; 
 (c) The
Common Stock shall be listed or quoted on the Principal Market, trading in the Common Stock shall not have been suspended by the SEC or the Principal Market within the last 365 days, and all Securities to be issued by the Company to the Investor
pursuant to this Agreement shall have been approved for listing or quotation on the Principal Market in accordance with the applicable rules and regulations of the Principal Market, as then in effect, subject only to official notice of issuance;

 (d) The Investor shall have received the opinions of the Company’s legal counsel dated as of the Commencement Date
substantially in the form agreed by the parties hereto; 

  
 28 












 (e) The representations and warranties of the Company, D-Wave, and DPCM shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4
above, in which case, the portion of such representations and warranties so qualified shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though made at that time (except for
representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and each of the Company, D-Wave, and DPCM shall have performed, satisfied and complied with the
covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company, D-Wave, and DPCM, respectively, at or prior to the Commencement Date. The
Investor shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit A; 

(f) The Board of Directors of the Company shall have adopted resolutions substantially in the form previously provided to the
Investor/as set forth as Exhibit C which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date; 

(g) As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for
the purpose (i) of effecting sales of Purchase Shares hereunder, a sufficient number of shares of Common Stock to meet the Company’s obligations under this Agreement from time to time; and (ii) effecting the issuance of Commitment
Shares hereunder a sufficient number of shares of Common Stock to meet the Company’s obligations under this Agreement; 

(h) The Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement each
shall have been delivered to and acknowledged in writing by the Company and the Company’s Transfer Agent (or any successor transfer agent); 

(i) No Person shall have commenced a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;

 (j) The Company shall have not, pursuant to or within the meaning of any Bankruptcy Law, (i) commenced a voluntary
case, (ii) consented to the entry of an order for relief against it in an involuntary case, (iii) consented to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) made a general assignment for
the benefit of its creditors or admitted in writing that it is generally unable to pay its debts as the same become due; 

(k) The Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the
Company in the State of Delaware issued by the Secretary of State of the State of Delaware as of a date within ten (10) Business Days of the Commencement Date; 

(l) The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the
Secretary of State of the State of Delaware within ten (10) Business Days of this Agreement; 
 (m) The Company shall
have delivered to the Investor a secretary’s certificate executed by the secretary or other qualified officer of the Company, dated as of the Commencement Date, in the form attached hereto as Exhibit B; 

(n) The Registration Statement covering the resale of the Commitment Shares and Purchase Shares shall have been
declared effective under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. The Company shall have prepared and filed with the SEC, not later than one
(1) Business Day after the effective date of the Registration 

  
 29 












 
Statement, a final prospectus (the preliminary form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. Such
prospectus shall be current and available for the resale by the Investor of all of the Securities covered thereby. The Current Report shall have been filed with the SEC, as required pursuant to Section 5(a). All reports,
schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC at or prior to the Commencement Date pursuant to the reporting requirements of the Exchange Act shall have been
filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act; 
 (o) No Event of
Default (as defined below) has occurred and continues, taking into account any applicable grace or cure period; 
 (p) All
federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of
the transactions contemplated thereby in accordance with the terms thereof shall have been complied with in all material respects, and all consents, authorizations and orders of, and all filings and registrations with, all federal, state and local
courts or governmental agencies and all federal, state and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby
in accordance with the terms thereof shall have been obtained or made, including, without limitation, in each case those required under the Securities Act, the Exchange Act, applicable state securities or “Blue Sky” laws or applicable
rules and regulations of the Principal Market, or otherwise required by the SEC, the Principal Market or any state securities regulators; 

(q) No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the
Transaction Documents; and 
 (r) No action, suit or proceeding before any federal, state, local or foreign arbitrator or
any court or governmental authority of competent jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, provincial, local or foreign governmental authority of competent jurisdiction shall have
been commenced or threatened, against the Company, D-Wave, and DPCM, or any of the officers, directors or affiliates of the Company, D-Wave, and DPCM, seeking to
restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions. 
  

	9.	 INDEMNIFICATION. 



(a) In consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities
hereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and all of its affiliates, stockholders, officers, directors,
members, managers, employees and direct or indirect investors and any of the foregoing Person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of
whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable and documented out-of-pocket
attorneys’ fees and disbursements (the “Indemnified Liabilities”), actually incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty
made by the Company in the Transaction 

  
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Documents or any other certificate, instrument or document executed by the Company contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company
contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the
execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, other than, in the case of clause (c), with respect to Indemnified Liabilities which result
directly and primarily from the fraud, gross negligence, bad faith or willful misconduct of an Indemnitee. The indemnity in this Section 9(a) shall not apply to amounts paid in settlement of any claim if such settlement is
effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Payment under this indemnification shall be made within thirty (30) days from the date the Investor
makes written request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted to the Company by the Investor shall be conclusive evidence, absent manifest error, of the amount due from the Company to the
Investor; provided that the Indemnitee shall undertake to repay any amounts paid to it hereunder if it is ultimately determined, by a final and non-appealable order of a court of competent jurisdiction, that
the Indemnitee is not entitled to be indemnified against such Indemnified Liabilities by the Company pursuant to this Agreement. If any action shall be brought against any Indemnitee in respect of which indemnity may be sought pursuant to this
Agreement, such Indemnitee shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have the right
to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has been
specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate
counsel, a material conflict on any material issue between the position of the Company and the position of such Indemnitee, in which case the Company shall be responsible for the reasonable and documented out-of-pocket fees and expenses of no more than one such separate counsel. 
 (b)
In consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all of D-Wave’s other obligations under the
Transaction Documents, D-Wave shall defend, protect, indemnify and hold harmless the Investor and all of its Indemnitees from and against any and all Indemnified Liabilities, actually incurred by any
Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by D-Wave in the Transaction Documents or any other certificate,
instrument or document executed by D-Wave contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of D-Wave contained in the
Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution,
delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, other than, in the case of clause (c), with respect to Indemnified Liabilities which result from the
fraud, gross negligence, bad faith or willful misconduct of an Indemnitee. The indemnity in this Section 9(b) shall not apply to amounts paid in settlement of any claim if such settlement is effected without the prior
written consent of D-Wave, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by D-Wave may be
unenforceable for any reason, D-Wave shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Payment under this
indemnification shall be made within thirty (30) days from the date the Investor makes written request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted to
D-Wave by the Investor shall be conclusive evidence, 

  
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absent manifest error, of the amount due from D-Wave to the Investor; provided that the Indemnitee shall undertake to repay any amounts paid to it
hereunder if it is ultimately determined, by a final and non-appealable order of a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified against such Indemnified Liabilities by
D-Wave pursuant to this Agreement. If any action shall be brought against any Indemnitee in respect of which indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify D-Wave in writing, and D-Wave shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall
have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has
been specifically authorized by D-Wave in writing, (ii) D-Wave has failed after a reasonable period of time to assume such defense and to employ counsel or
(iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of D-Wave and the position of such Indemnitee, in which
case D-Wave shall be responsible for the reasonable and documented out-of-pocket fees and expenses of no more than one such
separate counsel. 
 (c) In consideration of the Investor’s execution and delivery of the Transaction Documents and
acquiring the Securities hereunder and in addition to all of DPCM’s other obligations under the Transaction Documents, DPCM shall defend, protect, indemnify and hold harmless the Investor and all of its Indemnitees from and against any and all
Indemnified Liabilities, actually incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by DPCM in the Transaction Documents or any other
certificate, instrument or document executed by DPCM contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of DPCM contained in the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby, other than, in the case of clause (c), with respect to Indemnified Liabilities which result from the fraud, gross negligence, bad faith or willful misconduct of an Indemnitee. The
indemnity in this Section 9(c) shall not apply to amounts paid in settlement of any claim if such settlement is effected without the prior written consent of DPCM, which consent shall not be unreasonably withheld,
conditioned or delayed. To the extent that the foregoing undertaking by DPCM may be unenforceable for any reason, DPCM shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law. Payment under this indemnification shall be made within thirty (30) days from the date the Investor makes written request for it. A certificate containing reasonable detail as to the amount of such indemnification
submitted to DPCM by the Investor shall be conclusive evidence, absent manifest error, of the amount due from DPCM to the Investor; provided that the Indemnitee shall undertake to repay any amounts paid to it hereunder if it is ultimately
determined, by a final and non-appealable order of a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified against such Indemnified Liabilities by DPCM pursuant to this
Agreement. If any action shall be brought against any Indemnitee in respect of which indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify DPCM in writing, and DPCM shall have the right to assume the defense
thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has been specifically authorized by DPCM in writing, (ii) DPCM has failed after a reasonable period of time to assume such defense and to
employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of DPCM and the position of such Indemnitee, in which case DPCM shall be
responsible for the reasonable and documented out-of-pocket fees and expenses of no more than one such separate counsel. Notwithstanding the foregoing, any
indemnification provided by the Company, D-Wave, and DPCM shall be netted against each other so as not to result in duplicate recoveries for the same Losses. 

  
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	10.	 EVENTS OF DEFAULT. 



An “Event of Default” shall be deemed to have occurred at any time subsequent to Closing as any of the
following events occurs and continues, taking into account any applicable grace or cure period: 
 (a) the effectiveness of a
registration statement registering the resale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is
unavailable to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than
an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates a registration statement after the Investor has confirmed in
writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes one registration statement with another registration statement, including (without limitation) by terminating a prior registration statement when
it is effectively replaced with a new registration statement covering Securities (provided in the case of this clause (ii) that all of the Securities covered by the superseded (or terminated) registration statement that have not theretofore
been resold are included in the superseding (or new) registration statement). 
 (b) the suspension of the Common Stock from
trading on the Principal Market for a period of one (1) Business Day (other than in connection with a general suspension of trading on the Principal Market), provided that the Company may not direct the Investor to purchase any shares of Common
Stock during any such suspension; 
 (c) the delisting of the Common Stock from the New York Stock Exchange, provided,
however, that the Common Stock is not immediately thereafter trading on the The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE American, the NYSE Arca, the OTC Bulletin Board, the OTCQX operated by the OTC
Markets Group, Inc., the OTCQB operated by the OTC Markets Group, Inc. or such other nationally recognized trading market (or nationally recognized successor to any of the foregoing); 

(d) the failure for any reason by the Transfer Agent to issue (i) the Commitment Shares to the Investor within three
(3) Business Days after the date on which the Investor is entitled to receive such Commitment Shares pursuant to Section 5(e) hereof and (ii) Purchase Shares to the Investor within three (3) Business Days
after the applicable Purchase Date, Accelerated Purchase Date or Additional Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares; 

(e) the Company, D-Wave, and DPCM breaches any representation, warranty, covenant or
other term or condition under any Transaction Document if such breach could have a Company Material Adverse Effect, a D-Wave Material Adverse Effect, or a DPCM Material Adverse Effect (as applicable) and
except, in the case of a breach of a covenant which is not curable, only if such breach continues for a period of at least five (5) Business Days; 

(f) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; 

(g) if the Company, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case,
(ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the
benefit of its creditors or is generally unable to pay its debts as the same become due; 

  
 33 












 (h) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the liquidation of the Company or any
Subsidiary; or 
 (i) if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares.

 In addition to any other rights and remedies under applicable law and this Agreement, so long as an Event of Default has
occurred and is continuing following any applicable grace or cure period, the Company shall not deliver to the Investor any Regular Purchase Notice or Accelerated Purchase Notice. 

 

	11.	 TERMINATION 



This Agreement may be terminated only as follows: 

(a) If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences
a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (any of which must be an Event of Default as
described in Sections 10(g), 10(h) and 10(i) hereof), this Agreement shall automatically terminate without any liability or payment to the Company (except as set forth below) without further action or notice by any Person;
provided that, in connection with an Event of Default described in Section 10(g), this Agreement shall only terminate if any such proceeding shall continue for sixty (60) days without being dismissed, bonded or discharged. 

(b) In the event that the Commencement shall not have occurred on or before November 1, 2022, due to the failure to
satisfy the conditions set forth in Sections 7 and 8 above with respect to the Commencement, then this Agreement may be terminated by any party at the close of business on November 1, 2022 or thereafter, in each case without
liability of such party to the other party (except as set forth below); provided, however, that the right to terminate this Agreement under this Section 11(b) shall not be available to any party if such party is then in
breach of any covenant or agreement contained in this Agreement or any representation or warranty of such party contained in this Agreement fails to be true and correct such that the conditions set forth in Section 7(d) or
Section 8(e), as applicable, could not then be satisfied; provided, further, however that if the full amount of the Commitment Shares have been paid to Investor, Investor shall not have the right to terminate this Agreement
pursuant to this Section 11(b). 
 (c) At any time after the Commencement Date, the Company shall have the option to
terminate this Agreement for any reason or for no reason by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement without any liability whatsoever of any party to any other party
under this Agreement (except as set forth below). The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor. 

(d) This Agreement shall automatically terminate on the earlier of (i) the date that the Company sells and the Investor
purchases (including by payment of the applicable Purchase Price) the full Available Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this
Agreement (except as set forth below) and (ii) the date the Transaction Agreement is terminated. 
 (e) If, for any
reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this Agreement by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any
action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). 

  
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 Except as set forth in Sections 11(a) (in respect of an Event of Default under
Sections 10(g), 10(h) and 10(i)), and 11(d), any termination of this Agreement pursuant to this Section 11 shall be effected by written notice from the Company to the Investor, or the
Investor to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants of the Company and the Investor contained in Sections 3, 4, 5 (excluding
Sections 5(f) and 5(l)), and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 11 and 12 shall survive
the execution and delivery of this Agreement and any termination of this Agreement. If this Agreement is terminated prior to the issuance of any Purchase Shares or prior to Closing, Sections 5 and 6 shall not survive such termination. No termination
of this Agreement shall (i) affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to then pending Regular Purchases, Accelerated Purchases, and Additional Accelerated Purchases and the
Company and the Investor shall complete their respective obligations with respect to any pending Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which
shall survive any such termination, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents. 

 

	12.	 MISCELLANEOUS. 



(a) Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of Delaware shall govern all issues
concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or under the other
Transaction Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 

(b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be
considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by
e-mail in a “.pdf” format data file shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

 (c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or
affect the interpretation of, this Agreement. 

  
 35 












 (d) Severability. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in
any other jurisdiction. 
 (e) Entire Agreement. The Transaction Documents supersede all other prior oral or written
agreements between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other Transaction Documents and the instruments referenced herein contain the
entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with
respect to such matters. The Company acknowledges and agrees that is has not relied on, in any manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in the Transaction Documents. 

(f) Notices. Any notices, consents or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such
communications shall be: 
 If to D-Wave: 

D-Wave Systems Inc. 

3033 Beta Avenue 

Burnaby, British Columbia V5G 4M9, Canada 

Attention:     General Counsel 

Email:           legal@dwavesys.com 

If to the Company: 

D-Wave Quantum Inc. 

3033 Beta Avenue 

Burnaby, British Columbia V5G 4M9, Canada 

Attention:     General Counsel 

Email:           legal@dwavesys.com 

If to DPCM: 

DPCM Capital, Inc. 

382 NE 191 Street, #24148 

Miami, FL 33179 

Attention:     General Counsel 

Email:           legal@dwavesys.com 

In each case, with a copy to (which shall not constitute notice or service of process): 

Paul, Weiss, Rifkind, Wharton & Garrison LLP 

1285 Avenue of the Americas 

  
 36 












 
New York, NY 10019 
 Attention:     Adam M.
Givertz/Christian G. Kurtz 
 E-mail:
        agivertz@paulweiss.com/ckurtz@paulweiss.com 
 and to: 

Blake, Cassels & Graydon, LLP 

595 Burrard Street, Suite 2600 

Three Bentall Centre 

Vancouver, BC V7X 1L3 

Attention:     Steven McKoen 

Email:           steven.mckoen@blakes.com 

If to the Investor: 

Lincoln Park Capital Fund, LLC 

440 North Wells, Suite 410 

Chicago, IL 60654 

Telephone:    312.822.9300 

Facsimile:     312.822.9301 

E-mail:
         jscheinfeld@lpcfunds.com/jcope@lpcfunds.com 
 Attention:
    Josh Scheinfeld/Jonathan Cope 
 With a copy to (which shall not constitute notice or service of
process): 
 K&L Gates, LLP 

200 S. Biscayne Blvd., Suite 3900 

Miami, Florida 33131 

Telephone:   305.539.3306 

Facsimile:    305.358.7095 

E-mail:         clayton.parker@klgates.com 

Attention:     Clayton E. Parker, Esq. 

If to the Transfer Agent: 

Computershare Trust Company, N.A. 

150 Royall Street 

Canton, MA 02021 

Tel:               206.406.5789 

Attn:             Joseph Campbell 

E-mail:
        joseph.campbell@computershare.com 
 or at such other address and/or
facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt
(A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or email account containing the time, date, and recipient facsimile number or
email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile, email or receipt
from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. 

  
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 (g) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns. Each of the Company, D-Wave, and DPCM shall not assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement. 

(h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. 

(i) Publicity. Each of the Company, D-Wave, and DPCM shall afford the Investor
and its counsel with the opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press
release, SEC filing, or any other public disclosure by or on behalf of the Company, D-Wave, or DPCM relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the
transactions contemplated thereby, not less than 24 hours prior to the issuance, filing or public disclosure thereof. The Investor must be provided with a substantially final version of any such press release, SEC filing, or other public disclosure
at least 24 hours prior to any release, filing, or public use by the Company, D-Wave or DPCM thereof; provided however, that the obligations of the Company, DPCM and
D-Wave pursuant to this Section 12(i) shall not apply if the form and substance of such press release, SEC filing, or other public disclosure relating to the Investor, its purchases
hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby previously have been publicly disclosed by the Company, DPCM or D-Wave in compliance with this
Section 12(i). The Company agrees and acknowledges that its failure to fully comply with this provision constitutes a Company Material Adverse Effect, D-Wave agrees and acknowledges
that its failure to fully comply with this provision constitutes a D-Wave Material Adverse Effect, and DPCM agrees and acknowledges that its failure to fully comply with this provision constitutes a DPCM
Material Adverse Effect. 
 (j) Further Assurances. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to consummate and make effective, as soon as reasonably
possible, the Commencement, and to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 

(k) No Financial Advisor, Placement Agent, Broker or Finder. Each of the Company, D-Wave, and DPCM represents and warrants to the Investor that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Investor
represents and warrants to the Company, D-Wave, and DPCM that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. Each of the
Company, D-Wave, and DPCM shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement agent, broker or finder engaged by it relating to or arising out of the
transactions contemplated hereby. Each of the Company, D-Wave, and DPCM shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable
attorneys’ fees and out of pocket expenses) arising in connection with any such claim. 
 (l) No Strict
Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. 

(m) Remedies, Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in
this Agreement, including, without limitation, the Investor’s remedies provided in Section 9, 

  
 38 












 
shall be cumulative and in addition to all other remedies available to the Investor under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive
relief), no remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Investor’s right to pursue actual damages for any failure by the
Company to comply with the terms of this Agreement. Each of the Company, D-Wave, and DPCM acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor and that the
remedy at law for any such breach may be inadequate. Each of the Company, D-Wave, and DPCM therefore agrees that, in the event of any such breach or threatened breach, the Investor shall be entitled, in
addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. 

(n) Amendment and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be amended or waived by
the parties from and after the date that is one (1) Business Day immediately preceding the filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, (i) no provision of this Agreement may be amended
other than by a written instrument signed by both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay
in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or
privilege. 
 (o) Adjustments for Share Splits. The parties acknowledge and agree that all share-related numbers
contained in this Agreement shall be adjusted to take into account any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction effected with respect to the Common Stock
except as specifically stated herein. 
 ** Signature Page Follows ** 

  
 39 












 IN WITNESS WHEREOF, the Investor, the Company, D-Wave, and DPCM have caused this Purchase Agreement to be duly executed as of the date first written above. 
  

			
	THE COMPANY:
	
	D-WAVE QUANTUM INC.


 
			
		
	By:	 	/s/ Emil Michael


 
			
	Name:	 	Emil Michael
	Title:	 	President
	
	D-WAVE:
	
	D-WAVE SYSTEMS INC.


 
			
		
	By:	 	/s/ Alan Baratz


 
			
	Name:	 	Alan Baratz
	Title:	 	Chief Executive Officer
	
	DPCM:
	
	DPCM CAPITAL, INC.


 
			
		
	By:	 	/s/ Emil Michael


 
			
	Name:	 	Emil Michael
	Title:	 	CEO
	
	INVESTOR:
	
	LINCOLN PARK CAPITAL FUND, LLC
	BY: LINCOLN PARK CAPITAL, LLC
	BY: ROCKLEDGE CAPITAL CORPORATION


 
			
		
	By:	 	/s/ Josh Scheinfeld


 
			
	Name:	 	Josh Scheinfeld
	Title:	 	President



  
 40 












 EXHIBITS 

 

			
	Exhibit A	  	Form of Officer’s Certificate
	Exhibit B	  	Form of Secretary’s Certificate
	Exhibit C	  	Form of Resolutions of the Board of Directors of the Company


  
 41 












 EXHIBIT A 

FORM OF OFFICER’S CERTIFICATE 

This Officer’s Certificate (“Certificate”) is being delivered pursuant to
Section 8(e) of that certain Purchase Agreement dated as of June [•], 2022, (“Purchase Agreement”), by and among D-WAVE QUANTUM INC., a Delaware
corporation (the “Company”), D-WAVE SYSTEMS INC., a British Columbia corporation, DPCM CAPITAL, INC., a Delaware Corporation (“DPCM”), and LINCOLN PARK
CAPITAL FUND, LLC (the “Investor”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. 

The undersigned, ___________, ______________ of the Company, hereby certifies, on behalf of the Company and not in his
individual capacity, as follows: 
 1. I am the _____________ of the Company and make the statements
contained in this Certificate; 
 2. The representations and warranties of the Company in the Purchase
Agreement are true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such representations and
warranties are true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, in which case such
representations and warranties are true and correct as of such date); 
 3. The Company has performed,
satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. 

4. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection
pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. 

IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ___________. 

 

	
	Name:
	Title:


 The undersigned as [Secretary] [____________] of
D-WAVE QUANTUM INC., a Delaware corporation, hereby certifies that ___________ is the duly elected, appointed, qualified and acting ________ of _________ and that the signature appearing above is his
genuine signature. 
  

	
	Name:
	Title:



  
 42 












 EXHIBIT B 

FORM OF SECRETARY’S CERTIFICATE 

This Secretary’s Certificate (“Certificate”) is being delivered pursuant to
Section 8(m) of that certain Purchase Agreement dated as of June [•], 2022 (“Purchase Agreement”), by and among D-WAVE QUANTUM INC., a Delaware corporation (the
“Company”), D-WAVE SYSTEMS INC., a British Columbia corporation, DPCM CAPITAL, INC., a Delaware Corporation (“DPCM”), and LINCOLN PARK CAPITAL FUND, LLC (the
“Investor”), pursuant to which the Company may sell to the Investor up to One Hundred Fifty Million Dollars ($150,000,000) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”). Terms used herein
and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. 
 The undersigned,
____________, [Secretary][_________] of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows: 

1. I am the [Secretary] [_________] of the Company and make the statements contained in this Secretary’s
Certificate. 
 2. Attached hereto as Exhibit A and Exhibit B are true, correct and complete
copies of the Company’s Bylaws (“Bylaws”) and Amended and Restated Certificate of Incorporation (“Charter”), in each case, as amended through the date hereof, and no action has been taken by the Company, its directors,
officers or stockholders, in contemplation of the filing of any further amendment relating to or affecting the Bylaws or Charter. 

3. Attached hereto as Exhibit C are true, correct and complete copies of the resolutions duly adopted by
the Board of Directors of the Company on _____________, at which a quorum was present and acting throughout. Such resolutions have not been amended, modified or rescinded and remain in full force and effect and such resolutions are the only
resolutions adopted by the Company’s Board of Directors, or any committee thereof, or the stockholders of the Company relating to or affecting (i) the entering into and performance of the Purchase Agreement, or the issuance, offering and
sale of the Purchase Shares and the Commitment Shares and (ii) and the performance of the Company of its obligation under the Transaction Documents as contemplated therein. 

4. As of the date hereof, the authorized, issued and reserved capital stock of the Company is as set forth on
Exhibit D hereto. 
 IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ____________. 

 

	
	 [Secretary] [____________]



 The undersigned as ___________ of D-WAVE QUANTUM INC., a
Delaware corporation, hereby certifies that ____________ is the duly elected, appointed, qualified and acting [Secretary][____________] of _________, and that the signature appearing above is his genuine signature. 

 

	
	Name:
	Title:



  
 43 












 EXHIBIT C 

FORM OF RESOLUTIONS 
 OF
THE BOARD OF DIRECTORS OF THE COMPANY 
 UNANIMOUS WRITTEN CONSENT OF 

D-WAVE QUANTUM INC. 

In accordance with the corporate laws of the state of Delaware, the undersigned, being all of the directors of D-WAVE QUANTUM INC., a Delaware corporation (the “Company”) do hereby consent to and adopt the following resolutions as the action of the Board of Directors for and on behalf of the Company and
hereby direct that this Consent be filed with the minutes of the proceedings of the Board of Directors: 
 WHEREAS, there
has been presented to the Board of Directors of the Company a draft of the Purchase Agreement (the “Purchase Agreement”) by and among the Company, D-Wave Systems Inc. (“D-Wave”), DPCM Capital, Inc., (“DPCM”) and Lincoln Park Capital Fund, LLC (“Lincoln Park”), providing for the purchase by Lincoln Park of up to One Hundred Fifty Million
Dollars ($150,000,000) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”); and 

WHEREAS, after Board discussion and careful consideration of the Purchase Agreement and the Registration Rights Agreement, the
documents incident thereto and other factors deemed relevant by the Board, the Board has determined that it is advisable and in the best interests of the Company and its stockholders to engage in the transactions contemplated by the Purchase
Agreement, including, but not limited to, the payment of $2,625,000 to Lincoln Park as a commitment fee in the form of shares of Common Stock, and at the option of the Company, cash (the “Commitment Fee”), and the sale of shares of
Common Stock to Lincoln Park up to the available amount under the Purchase Agreement (the “Purchase Shares”) and to register such shares as contemplated by the Registration Rights Agreement. 

Transaction Documents 

NOW, THEREFORE, BE IT RESOLVED, that the transactions described in the Purchase Agreement are hereby approved and [•] and
[•] (the “Authorized Officers”) are severally authorized to execute and deliver the Purchase Agreement, and any other agreements or documents contemplated thereby including, without limitation, a registration rights agreement
(the “Registration Rights Agreement”) providing for the registration of the shares of the Company’s Common Stock issuable in respect of the Purchase Agreement on behalf of the Company, with such amendments, changes, additions
and deletions as the Authorized Officers may deem to be appropriate and approve on behalf of, the Company, such approval to be conclusively evidenced by the signatures of the Authorized Officers thereon; and 

FURTHER RESOLVED, that the terms and provisions of the Registration Rights Agreement by and among the Company and Lincoln Park
are hereby approved and the Authorized Officers are authorized to execute and deliver the Registration Rights Agreement (pursuant to the terms of the Purchase Agreement), with such amendments, changes, additions and deletions as the Authorized
Officers may deem appropriate and approve on behalf of, the Company, such approval to be conclusively evidenced by the signature of an Authorized Officer thereon; and 

FURTHER RESOLVED, that the terms and provisions of the forms of Commencement Irrevocable Transfer Agent Instructions and
Notice of Effectiveness of Registration Statement (collectively, the “Instructions”) are hereby approved and the Authorized Officers are authorized to execute and deliver the Instructions on behalf of the Company in accordance with
the Purchase Agreement, with such amendments, 

  
 44 












 
changes, additions and deletions as the Authorized Officers may deem appropriate and approve on behalf of, the Company, such approval to be conclusively evidenced by the signature of an
Authorized Officer thereon; and 
 Execution of Purchase Agreement 

FURTHER RESOLVED, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase
of up to One Hundred Fifty Million Dollars ($150,000,000) of the Company’s Common Stock; and 
 Issuance of Common Stock

 FURTHER RESOLVED, that the Company is hereby authorized to issue to Lincoln Park Capital Fund, LLC, $875,000 of
shares of Common Stock as Commitment Shares on the date of closing (“Closing”) of our contemplated business combination with D-Wave and DPCM in accordance with Section 5(e)(i) of the
Purchase Agreement, and that upon issuance, such Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and 

FURTHER RESOLVED, that the Company is hereby authorized to either (i) issue $1,750,000 of shares of Common Stock (subject
to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as Commitment Shares on the date that is one business day prior to the date of
filing of the Registration Statement, or (ii) pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to $1,750,000 in accordance with the
Section 5(e)(ii) of the Purchase Agreement and that, upon issuance, such Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and 

FURTHER RESOLVED, that the Company shall reserve [•] shares of Common Stock (subject to equitable adjustment for any
reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Commitment Shares under the Purchase Agreement, and the Company shall adjust such reserve from
time to time as shall be necessary, proper or desirable to carry into effect the purpose, obligations under, and intent of the Purchase Agreement; and 

FURTHER RESOLVED, that the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares
up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly
issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and 
 FURTHER RESOLVED,
that the Company shall initially reserve [•] shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement, and the Company shall adjust such reserve from time to time as shall be necessary, proper or desirable to carry
into effect the purpose, obligations under, and intent of the Purchase Agreement. 
 Approval of Actions 

FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized
and directed to proceed on behalf of the Company and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Company to consummate the agreements referred to herein and to perform its
obligations under such agreements; and 

  
 45 












 FURTHER RESOLVED, that the Authorized Officer be, and hereby is, authorized,
empowered and directed on behalf of and in the name of the Company, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents,
certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all
of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all
respects. 
 IN WITNESS WHEREOF, the Board of Directors has executed and delivered this Consent effective as of June
[•], 2022. 
  

									
	 By:
	 	 	 		 	 By:
	 	 
					
	 Date:
	 		 		 	 Date:
	 	
					
	 By:
	 	 	 		 	 By:
	 	 
	 Date:
	 		 		 	 Date:
	 	
					
	 By:
	 	 	 		 	 By:
	 	 
	 Date:
	 		 		 	 Date:
	 	
					
	 By:
	 	 	 		 		 	
	 Date:
	 		 		 		 	


  
 46