EX-10.3




 Exhibit 10.3 

Execution Version 
 AMENDMENT TO
TRANSACTION AGREEMENT 
 This AMENDMENT TO TRANSACTION AGREEMENT (this “Amendment”), dated as of June 16, 2022, is
entered into by and among DPCM Capital, Inc., a Delaware corporation (“SPAC”), D-Wave Quantum Inc., a Delaware corporation and a direct, wholly-owned subsidiary of SPAC (“NewCo”), DWSI Holdings Inc., a Delaware
corporation and a direct, wholly-owned subsidiary of NewCo (“Merger Sub”), DWSI Canada Holdings ULC, a British Columbia unlimited liability company and a direct, wholly-owned subsidiary of NewCo (“CallCo”), D-Wave
Quantum Technologies Inc., a British Columbia corporation and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo” and together with SPAC, NewCo, Merger Sub and CallCo, the “SPAC Parties”), and D-Wave Systems
Inc., a British Columbia company (the “Company”). The SPAC Parties and the Company shall be referred to herein from time to time collectively as the “Parties”. Unless otherwise defined herein, all defined terms used
in this Amendment shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below). 
 RECITALS 

WHEREAS, the SPAC Parties and the Company entered into that certain Transaction Agreement, dated as of February 7, 2022 (the
“Transaction Agreement”); 
 WHEREAS, the Parties desire to amend the Transaction Agreement; and 

WHEREAS, Section 10.3 of the Transaction Agreement provides that any amendment or modification to the Transaction Agreement must
be made by an amendment to the Transaction Agreement signed by each of the Parties. 
 NOW THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the SPAC Parties and the Company, intending to be legally bound, hereby agree as follows: 

1.    Amendment to Definition of “Permitted SPAC Expenses” 

(a)     The definition of “Permitted SPAC Expenses” set forth in Section 1.1 of the
Transaction Agreement is hereby amended by replacing such definition in its entirety with the following (with additions shown as bolded and underlined and deletions shown as bold and struck through to facilitate
reading where necessary, which formatting shall not be part of the amended Transaction Agreement): 
 “Permitted SPAC
Expenses” means $7,000,000 the sum of (a) $35,000,000 plus (b) an amount up to $100,000 to the
extent paid by SPAC to the PIPE Financing placement agents in connection with the Initial PIPE Financing plus
(c) an amount equal to any fees payable by SPAC to the PIPE Financing placement agents in connection with the Additional
PIPE Financing, if applicable. 
 2.     Ratification of the Transaction
Agreement. It is the express intention of the Parties that this Amendment shall not, and shall not be interpreted to, expand or reduce the 

  
 1 












 
rights of any Party except as and solely to the extent expressly provided herein. Except as otherwise expressly provided herein, all of the terms and conditions of the Transaction Agreement are
ratified and shall remain unchanged and continue in full force and effect. 
 3.     Miscellaneous Provisions.
The provisions of Article X of the Transaction Agreement, to the extent applicable, are incorporated herein by reference and shall apply to this Amendment mutatis mutandis. 

  
 2 












 IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed
on its behalf as of the day and year first above written. 
  

			
	DPCM CAPITAL, INC.
		
	By:	 	 /s/ Emil Michael

	Name:	 	Emil Michael
	Title:	 	Chief Executive Officer
	
	D-WAVE QUANTUM INC.
		
	By:	 	 /s/ Emil Michael

	Name:	 	Emil Michael
	Title:	 	President
	
	DWSI HOLDINGS INC.
		
	By:	 	 /s/ Emil Michael

	Name:	 	Emil Michael
	Title:	 	President
	
	DWSI CANADA HOLDINGS ULC
		
	By:	 	 /s/ Emil Michael

	Name:	 	Emil Michael
	Title:	 	President
	
	D-WAVE QUANTUM TECHNOLOGIES INC.
		
	By:	 	 /s/ Emil Michael

	Name:	 	Emil Michael
	Title:	 	President



  
 [Signature Page to
Amendment to Transaction Agreement] 












 
			
	D-WAVE SYSTEMS INC.
		
	By:	 	 /s/ Alan Baratz

	Name:	 	Alan Baratz
	Title:	 	Chief Executive Officer



  
 [Signature Page to
Amendment to Transaction Agreement]