EX-10.20





 Exhibit 10.20 

SIF Project Agreement No. 811-811923 

STRATEGIC INNOVATION FUND 

AMENDMENT AGREEMENT NO. 1 
 This
Amendment Agreement made 
  

			
	 Between:
	  	  
 HER MAJESTY THE QUEEN IN RIGHT OF
CANADA,
 as represented by the Minister of Industry.

		
		  	 (the “Minister”) 

		
	 And:
	  	  

D-WAVE SYSTEMS INC., (resulting from the amalgamation of
D-Wave Systems Inc. (D-Wave) with its parent company DWSI Holdings Inc.),
a corporation duly amalgamated under the laws of British Columbia, having its head
office located at 3033 Beta Ave., Burnaby, BC
Canada V5G 4M9.

		
		  	 (the “Recipient”)


 Each a “Party” to this Amendment Agreement and collectively referred to as the “Parties”. 

RECITALS 
 WHEREAS 

 

	A-	 The Minister, D-Wave Systems Inc.
(“D-Wave”) and DWSI Holdings Inc. (“DWSI”) entered into a contribution agreement executed on November 20, 2020 under the Strategic Innovation Fund. The contribution agreement is
referred to as the “Contribution Agreement”; 


  

	B-	 On December 7, 2020, the Minister was informed of the intention to proceed with the amalgamation of D-Wave with DWSI, as of January 1, 2021 in connection with an internal reorganization; 














 SIF Project No. 811-811923 

 

	C-	 On January 1, 2021 by operation of law, the Recipient as the resulting corporation of the amalgamation of D-Wave and DWSI became liable for all obligations of D-Wave and DWSI including those under the Contribution Agreement; and  



 

	D-	 The Minister and the Parties have agreed to amend the Contribution Agreement, inter alia, to reflect the
amalgamation of D-Wave and DWSI in the Contribution Agreement. 


 NOW THEREFORE in
consideration of their respective obligations set out below, the Parties hereto acknowledge and agree as follows:  
 Interpretation

  

	1.	 All capitalized terms not otherwise defined herein have the same meaning ascribed to them in the Contribution
Agreement. 


 Execution 
  

	2.	 This Amendment Agreement must be signed by the Parties and received by the Minister within thirty
(30) days of its signature on behalf of the Minister, failing which it shall be null and void. 


 Amendment 

 

	3.	 In the Contribution Agreement, all references to “Recipients” shall be replaced by
“Recipient”. 


  

	4.	 In the Contribution Agreement, all references to DWSI Holdings Inc. and/or
D-Wave Systems Inc. shall be read as meaning D-Wave Systems Inc., as amalgamated. 



 

	5.	 Schedule 4, Section 3.1 shall be deleted in its entirety and replaced with the following:



 “The Recipient will provide the Minister a copy of their consolidated financial statements, accompanied by an
externally prepared audit report or review report (as determined by the Minister) that has been issued by a licensed public accountant, or another alternative acceptable to the Minister, within four (4) months of the Recipient’s Fiscal
Year end.” 

  
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 SIF Project No. 811-811923 

 
 General 

 

	6.	 Each of the Parties shall, at the request of the other Party to this Amendment Agreement, execute such
documents and do such acts as may be reasonably required to carry out the terms of this Amendment Agreement. 


  

	7.	 This Amendment Agreement may be executed in as many counterparts as are necessary, and when executed by all
Parties hereto, such counterparts shall constitute one agreement. 


  

	8.	 Except as amended by this Amendment Agreement, all of the provisions of the Contribution Agreement shall
continue in full force and effect until such time as the Contribution Agreement is terminated. 


  

	9.	 The Contribution Agreement and this Amendment Agreement will henceforth be read together and will have the
effect as if all the provisions of such agreements were contained in one instrument. 


  

	10.	 No modification, supplement or amendment to this Amendment Agreement shall be binding unless executed in
writing by all of the Parties hereto. 


 [Remainder of this page intentionally left blank] 

  
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 SIF Project No. 811-811923 

 
 IN WITNESS WHEREOF the Parties hereto have executed this Amendment Agreement
through duly authorized representatives. 
  

									
	 HER MAJESTY THE QUEEN IN RIGHT OF CANADA

as represented by the Minister of Industry
	  		 	
					
	Per:	 	 /s/ Denis Langevin
	 		  	 Date: 
	 	 2021.08.24

	Name:	 	 Denis Langevin
	 	            	  		 	
	Title:	 	 A/Director, Investment Operations 
	 		  		 	
		 	 Strategic Innovation Fund
	 		  		 	
				
	 D-WAVE SYSTEMS INC. 
	 		  		 	
					
	Per:	 	 /s/ Alan Baratz
	 		  	 Date:
	 	 24-Aug-2021

	 Name:
	 	Alan Baratz	 		  		 	
	 Title:
	 	 CEO
	 		  		 	
				
	I have authority to bind the Corporation.	 		  		 	


  
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