EX-10.16





 Exhibit 10.16 

“TPC” AGREEMENT NO. 720-493141 

TECHNOLOGY PARTNERSHIPS CANADA 

THE PROJECT MERCURY 
 This Agreement
made 
  

					
	Between:	  	 HER MAJESTY THE QUEEN IN RIGHT OF CANADA

as represented by the Minister of Industry
	  	
		  	(hereinafter referred to as “the Minister”)	  	
			
	And:	  	D-WAVE SYSTEMS INC, a corporation duly incorporated under the laws of Canada having its head office located at 320 - 1985 West Broadway, Vancouver, British
Columbia V6J 4Y3	  	
			
		  	(hereinafter referred to as “the Proponent”)	  	

 WHEREAS in a context in which innovation is essential in an increasingly knowledge-based economy, the Minister
is charged with the achievement of Canada’s objectives of increasing economic growth, creating jobs and wealth, and supporting sustainable development; and 

WHEREAS the Technology Partnerships Canada (“TPC”) Program is specifically designed to promote the above objectives by means of
strategically investing in research, development and innovation in order to encourage private sector investment, and so maintain and grow the technology base and technological capabilities of Canadian industry throughout the country; and 

WHEREAS the Minister agrees to make a TPC investment in the Proponent’s project described in this Agreement, considering that: 

 

	(i)	 the Project will enhance Canadian national capability in the field of quantum information technology;



  

	(ii)	 the resulting technologies are expected to offer significant performance advantages in the field of high
performance computing; 


  

	(iii)	 the Project will strengthen the Greater Vancouver high-technology cluster, and 



 

	(iv)	 the Project is expected to generate significant jobs and leverage additional R&D activity in Canada;




  
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 AND WHEREAS the entering into this Agreement is not contingent upon any export performance on
the part of the Proponent. 
 NOW, THEREFORE, in consideration of their respective obligations set out below, the parties hereto agree as
follows. 
 Article 1 - Deadline for receipt of signed agreement 
  

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


 Article 2 - Documents forming part of this
Agreement 
  

	2.1	 The following documents form an integral part of this Agreement: 



These Articles of Agreement 

Schedule 1 - TPC General Conditions 

Schedule 2 - The Project 

Schedule 3 - Claims and TPC Project Cost Principles 

Schedule 4 - Contractual Benefits 

Schedule 5 - Reporting Requirements 

Schedule 6 - Project Fact Sheet for News release 

Schedule 7 - Special Purpose Equipment 
  

	2.2	 In the event of conflict or inconsistency, the order of precedence amongst the documents forming part of
this Agreement shall be: 


 These Articles of Agreement, 

Schedule 1 - General Conditions 

Schedule 2 - The Project 
 Other
Schedules 
 Article 3 - The Proponent’s Obligations 
  

	3.1	 The Proponent will carry out the Project Mercury (“the Project”) as described in
Schedule 2, will make claims in accordance with Schedule 3, will provide the benefits mentioned in Schedule 4, will issue the reports required under Schedule 5 and will fulfil all of its other obligations hereunder, in a diligent and professional
manner using qualified personnel. 


  

	3.2	 The Proponent shall ensure that the Project is completed on or before 31 December




  
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2007 (“Project Completion Date”), unless otherwise agreed to in writing by the Minister. 


Article 4 - The Contribution 
  

	4.1	 Subject to all the other provisions of this Agreement, the Minister will make a Contribution to the
Proponent in respect of the Project, of the lesser of: 


  

	 	(a)	 30 per cent of the Eligible Costs; and  



 

	 	(b)	 $9,512,000. 


  

	4.2	 The Minister will not contribute to any Eligible Costs incurred by the Proponent prior to
1 August 2004 nor after the Project Completion Date, unless otherwise agreed to in writing by the Minister. 


  

	4.3	 Unless the Minister agrees otherwise in writing, the amount of the Contribution will not exceed the
following amounts in the relevant Government Fiscal Years of the Project as follows: 


 2004/05: $ 1,307,000

 2005/06: $ 2,091,000 

2006/07: $ 3,545,000 

2007/08: $ 2,569,000 

The Minister will consider any request to reprofile these funds, but the Minister will have no obligation to pay any greater amount in any of
the said Fiscal Years except to the extent that such reprofiling will have been agreed to by the Minister. 
 Article 5 - Environmental Assessment

  

	5.1	 The Minister has determined that no assessment of the Project is required under the Canadian
Environmental Assessment Act. 


 Article 6 - Other Government Assistance 

 

	6.1	 The Proponent hereby acknowledges that, except for scientific research and experimental development tax
credits, deductions or allowances, no other federal, provincial or municipal government financial assistance other than that described below has been requested or received by the Proponent for the Eligible Costs of the Project.



  

					
		 	SR&ED tax credits	 	$[*****]
		 	Provincial tax credits:	 	$[*****]


  
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		 	BDC	 	 $[*****]

		 	Total:	 	$[*****]

  

	6.2	 The Proponent will inform the Minister promptly in writing of any other federal, provincial or municipal
government assistance (except for scientific research and experimental development tax credits, deductions or allowances) to be received for the Eligible Costs of the Project and the Minister will have the right to reduce the Contribution under this
Agreement to the extent of any such assistance. 


 Article 7 - Addresses 

 

	7.1	 Any notice to the Minister will be addressed to: 



Director, Enabling Technologies 

Technology Partnerships Canada 

10th Floor 
 300 Slater Street

 Ottawa, Ontario K1A 0C8 

Fax No: (613) 954-9117 
  

	7.2	 Any notice to the Proponent will be addressed to: 



President and CEO 
 D-Wave Systems Inc. 
 320-1985 West Broadway 

Vancouver, BC V5C 6G9 
 Fax
(604) 630-1434 
 Article 8 - Special Conditions 

 

	8.1	 Alternate Dispute Resolution 



If a dispute arises concerning the application or interpretation of this Agreement, the parties will attempt to resolve the matter through good
faith negotiation, and may, if necessary and the parties consent in writing, resolve the matter through mediation by a mutually acceptable mediator or arbitration in accordance with the Commercial Arbitration Code set out in the
schedule to the Commercial Arbitration Act (Canada), and all regulations made pursuant to that Act. 
  

	8.2	 Liquidated Damages Clause 



  
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	8.2.1	 If in accordance with Article 8.2 of the General Conditions (Schedule 1), the Minister declares that an
event of default has occurred and directs the Proponent to transfer and deliver to the Minister, title to, possession of, and all rights of the Proponent in the Intellectual Property, then the Proponent shall immediately comply or as an alternative,
the Proponent may offer to pay a settlement amount (“the Settlement Amount”), as determined by the formula in Article 8.2.2, and the Minister shall accept this offer. 



 

	8.2.2	 The Settlement Amount shall be [*****] which is approximately [*****] times the cumulative royalty
payment amount of [*****] referred to in Article A. 2.2 of Schedule 4. 


 If some repayments have already been made to the
Minister under Section A (“the Payments to Minister”) of Schedule 4, the Settlement Amount shall be reduced by the repayments so paid by the Proponent. In the event that the total TPC contribution disbursed falls short of its maximum
authorized amount of $9,512,000 (Nine Million Five Hundred and Twelve Thousand) at no fault of the Proponent, the Settlement Amount shall be pro-rated downward to reflect the actual contribution made by the
Minister. 
  

	8.2.3	 The Settlement Amount due to the Minister under Article 8.2 shall be paid by the Proponent within thirty
(30) days of the Minister directing the Proponent to transfer and deliver to the Minister, title to, possession of, and all rights of the Proponent in the Intellectual Property, otherwise the Proponent shall immediately comply with the
Minister’s direction regarding the Intellectual Property. 


  

	8.2.4	 The Minister and the Proponent agree that if the Settlement Amount, as determined by the formula in
Article 8.2.2, is paid in full by the Proponent, then the Agreement is deemed to be terminated in accordance with Section 7 of the General Conditions (Schedule 1). 



 

	8.3	 Equity Equivalency Clause 



 

	8.3.1	 The Minister shall grant the Proponent an option to terminate this Agreement in the event of a change in
ownership. A change in ownership shall be deemed by the Minister to have occurred if and when a new person or entity becomes the beneficial owner of the shares of Common Stock (“the Common Shares”) of the Proponent carrying in excess of
fifty (50) per cent of the voting rights attached to all Common Shares issued and outstanding (“the Change in Ownership”). The Proponent shall advise the Minister in writing, at least, thirty (30) days prior to any anticipated
Change in Ownership. For greater certainty, the Change of Ownership shall be deemed as a “Material Change” as this term is described in Article 2 of the General Conditions (Schedule 1). 



 

	8.3.2	 If as a result of the Change of Ownership, the Proponent decides to withdraw from the project (“the
Event of Withdrawal”), the Minister shall not deem the Event of Withdrawal 



  
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	 	as an event of default and the remedies set forth in subsection 8.2 of the General Condition (Schedule 1) shall not apply. 

  

	8.3.3	 Within ninety (90) days following the Event of Withdrawal, the Proponent shall pay to the Minister
an amount of money equal to the value of the Common Shares in the capital of the Proponent (“the Equity Equivalency”), valued at the price per share payable on the transaction date that gave rise to the Change in Ownership. The number of
Common Shares in the Equity Equivalency shall be determined by an independent qualified professional, given the actual contribution(s) made by the Minister to the Proponent at the time the contribution(s) were made, as if this contribution(s) were
capitalised as an investment in equity capital of the Proponent. The Proponent shall cover all expenses associated with this valuation. 


  

	8.3.4	 In the event of stock splits, stock consolidations, or stock reclassifications that have occurred prior to the
Event of Withdrawal, the Equity Equivalency position of the Minister shall be adjusted accordingly, so that the virtual ownership interest of the Minister is maintained intact as described below: 



Stock Splits 
 In the
event of any subdivision, re-division, or change of the Common Shares of the Proponent into a greater number of Common Shares at any time while this Agreement is in force, the new Equity Equivalency number of
Common Shares shall thereafter be such greater number of Common Shares of the Proponent as would have resulted from said subdivision, re-division, or change had the Minister actually held the previous Equity
Equivalency number of Common Shares immediately prior to such subdivision, re-division, or change. 

Stock Consolidation 
 In
the event of any consolidation of the Common Shares of the Proponent into a lesser number of Common Shares at any time while this Agreement is in force, the new Equity Equivalency number of Common Shares shall thereafter be such lesser number of
Common Shares of the Agreement as would have resulted from such consolidation had the Minister actually held the previous number of Common Shares immediately prior to such consolidation. 

Reclassifications 
  

	 	(a)	 In the event of any reclassification of Common Shares of the Proponent, resulting, but not limited to, the
payment of a stock dividend other than dividends in the ordinary course, capital re-organization, or amalgamation of the Proponent with another corporation or the sale or conveyance of the undertaking or
assets of the 



  
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Proponent, as an entirety or substantially as an entirety to another entity, including pursuant to a take-over bid at, any time while this Agreement is in force, the new Equity Equivalency number
of Common Shares shall thereafter be the number of Common Shares of the Proponent or of the appropriate class or classes resulting from such reclassification that the Minister would have been entitled to receive in respect of the number of Common
Shares had the Minister actually held the previous Equity Equivalency number of Common Shares before such reclassification; and 

  

	 	(b)	 In the event of any amalgamation, merger or transfer of the undertaking or assets of the Proponent as an
entirety or substantially as an entirety to another corporation (‘the Successor Corporation’), the Successor Corporation resulting from such amalgamation, merger, or transfer (if not the Proponent) shall be deemed to assume the due and
punctual performance and observance of each and every covenant and condition contained herein to be performed and observed by the Proponent. 


  

	8.3.5	 Any payment due to the Minister under this Article shall be payable within ninety (90) days of the
transaction date that gave rise to the Change in Ownership. Any late payment shall incur interest charges at the Interest Rate set forth in Schedule 1. Upon payment by the Proponent to the Minister of the monetary value of the Equity Equivalency
pursuant to Section 8.3.3 with interest, if applicable, this Agreement shall be terminated in accordance with Section 7 of the General Conditions (Schedule 1). 



 

	8.4	 Financial Risk Management Clause 



For greater certainty, a deterioration in the Proponent’s financial position, as solely assessed by the Minister, shall be deemed as a material event
within the definition of Article 2, General Conditions (Schedule 1), the provisions of Article 8, General Conditions (Schedule 1), shall apply. 
  

	8.5	 Expenditure Incurred Prior to Approval of this Project 



For greater certainty, the TPC contribution shall not exceed 20 per cent of its maximum amount for the period from the Eligibility Date until the Approval
Date of this Project. 
  

	8.6	 Expenditures Incurred Outside of Canada 



For greater certainty, the TPC contribution towards foreign costs shall be the lesser of 20 per cent of the total maximum amount of the TPC contribution
of $1,900,000 (One million nine hundred thousand). 
  

	8.7	 Required Government Approval Clause: 



All payments to be made by the Minister to the Proponent, pursuant to this Agreement, on or after December 31, 2006 are subject to the required
Governmental approvals, including Treasury 

  
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	8.6	 Expenditures Incurred Outside of Canada 



For greater certainty, the TPC contribution towards foreign costs shall be the lesser of 20 per cent of the total maximum amount of the TPC contribution
of $1,900,000 (one million nine hundred thousand). 
  

	8.7	 Required Government Approval Clause: 



All payments to be made by the Minister to the Proponent, pursuant to this Agreement, on or after December 31, 2006 are subject to the required
governmental approvals, including Treasury Board. In the event that the Minister is prevented from disbursing the full amount of the Contribution, the Parties agree to review the effects of such a shortfall in the Contribution on the implementation
of the Agreement and to adjust, as appropriate, the mutual obligations specified therein. 
 Article 9 - Entire Agreement 

This Agreement constitutes the entire agreement between the parties and supersedes all previous documents, negotiations, arrangements, undertakings and
understandings related to its subject matter. 
 IN WITNESS WHEREOF the parties hereto have executed this Agreement through duly authorized
representatives. 
  

							
	 HER MAJESTY THE QUEEN IN RIGHT OF CANADA,

as represented by the Minister of Industry
	 		 	
				
	Per:	 	 /s/ Tom Wright
	 	            	 	Sept 20/05                     
		 	Technology Partnerships Canada (TPC)	 		 	Date
				
		 	Tom Wright - Executive Director	 		 	
			
	D-WAVE SYSTEMS INC.	 		 	
				
	Per:	 	 /s/ Geordie Rose
	 		 	Sept 22/05                     
		 	GEORDIE ROSE	 		 	Date
		 	President & CEO	 		 	File No.: 720-493141


  
 CONFIDENTIAL AND
PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 














							
	



	  	Technology Partnerships Canada	  	Partenariat technologique Canada	  	    
				
		  	An Agency of Industry Canada	  	Un organisme d’Industrie Canada	  	

 TPC PROJECT No. 720-493141 

AMENDMENT NO. 01 

TECHNOLOGY PARTNERSHIPS CANADA 

AMENDMENT AGREEMENT 
 This Agreement
made 
  

			
	Between:	  	 HER MAJESTY THE QUEEN IN RIGHT OF CANADA,

as represented by the Minister of Industry

        (hereinafter referred to as the “Minister”)

		
	And:	  	 D-WAVE SYSTEMS INC., a corporation duly incorporated under the laws of the province of
Canada, having its head office located at 320-1985 West Broadway, Vancouver, British Columbia V6J 4Y3

        (hereinafter referred to as “the Proponent”).


 WHEREAS the Minister and the Proponent entered into a Contribution Agreement dated the 22nd day of September 2005, under the Technology Partnerships Canada Program (the “Contribution Agreement”); and 

WHEREAS the Minister and the Proponent now wish to amend the Contribution Agreement. 

In consideration of their respective obligations set out in the Contribution Agreement, the parties agree to amend the Contribution Agreement as follows:

 1. This Amendment Agreement must be signed by the Proponent and received by the Minister within thirty (30) days of its signature on behalf
of the Minister, failing which it will be null and void. 
 2. On page 1 of the Contribution Agreement: 

 

			
	 DELETE:
	  	“320-1985 West Broadway, Vancouver, British Columbia V6J 4Y3”, and
		
	 REPLACE:
	  	with the following:
		
		  	“100-4401 Still Creek Drive, Burnaby, British Columbia V5C 6G9”


  
 



    CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC.



 














 Page 2 of 2 
  

 3. At Article 7.2, delete and replace with the following: 

“President and CEO 
 D-Wave Systems Inc. 
 100-4401 Still Creek Drive 

Burnaby, British Columbia 
 V5C
6G9 
 FAX No. (604) 630-1434 

All provisions of the Contribution Agreement remain in full force and effect, except as modified by this Amendment Agreement. 

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/ Jeff Moore
	 		 	Apr 22/06                    
		 	Technology Partnerships Canada	 		 	Date
				
		 	Jeff Moore, Executive Director	 		 	
			
	D-WAVE SYSTEMS INC.	 		 	
				
	Per:	 	 /s/ David Gillard
	 	            	 	May 12, 2006                    
		 	DAVID GILLARD, CFO	 		 	Date
		 	Name & Title	 		 	


  
 TPC Project No.
720-493141 
 Amendment No. 01 

CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 














							
	



	 	Industry Canada	 	Industrie Canada	 	
				
		 	 Industrial

Technologies Office
	 	 Office des
 technologies
industrielles
	 	
				
		 		 		 	 TPC PROJECT No. 720-493141

AMENDMENT NO. 02


 INDUSTRIAL TECHNOLOGIES OFFICE 

CONSENT AND AMENDING AGREEMENT #2 

This Agreement made 
  

			
	Between:	  	 HER MAJESTY THE QUEEN IN RIGHT OF CANADA,

as represented by the Minister of Industry

        (hereinafter referred to as the “Minister”)

		
	And:	  	 D-WAVE SYSTEMS INC., a corporation duly incorporated under the laws of Canada, having its
head office located at 100-4401 Still Creek Drive, Burnaby, British Columbia V5C 6G9

        (hereinafter referred to as the “Proponent”).

		
		  	Each a “Party” and collectively the “Parties”

 WHEREAS the Minister and the Proponent entered into a Contribution Agreement (the “Original
Agreement”) dated the 22nd day of September 2005, under the former Technology Partnerships Canada Program; 

WHEREAS the Original Agreement was subsequently amended on the 12th day of May 2006 by an amending
agreement no. 1 (collectively with the Original Agreement, the “Contribution Agreement”); 
 WHEREAS the Parties have agreed to
amend the Contribution Agreement in order to, among others: (i) extend the Project Completion Date by two years, (ii) revise the Statement of Work, (iii) reduce the authorized assistance and revise repayment terms, and
(iv) modify the Equity Equivalency Clause; 
 WHEREAS the Minister has agreed that the Proponent manufacture certain resulting products outside
of Canada; and 

  

			
		  	 TPC Project No. 720-493141

Amendment No. 02

	



	  	
	  
 CONFIDENTIAL AND PROPRIETARY INFORMATION
OF D-WAVE SYSTEMS INC.
















 2 of 36 
  

 WHEREAS to date $6,080,030 has been disbursed by the Minister and the amount of $1,118,970 remains to
be claimed, 
 NOW THEREFORE THIS AGREEMENT WITNESSETH in consideration of their respective obligations set out in the Contribution Agreement, the
Parties agree as follows: 
 Interpretation 
  

	 	1.	 All capitalized terms not otherwise defined herein have the meanings given to them in the Contribution
Agreement. 


 Execution 
  

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


 Consent 

 

	 	3.	 Notwithstanding subsection 1 (a) of part B (Contractual Benefits) of Schedule 4 (Contractual Benefits), the
Minister consents to the Proponent manufacturing the Poseidon processor resulting from the Project, and future generations of more powerful processors, outside of Canada. 



Amendment 
 The Parties agree to amend the terms of
the Contribution Agreement as follows: 
  

	 	4.	 In Article 3 - The Proponent’s Obligations, Sub-article 3.2
is hereby deleted in its entirety and replaced by the following; 


 “3.2     The Proponent
shall ensure that the Project is completed on or before December 31, 2009 (“Project Completion Date”), unless otherwise agreed to in writing by the Minister.” 

 

	 	5.	 In Article 4 – The Contribution, Sub-article 4.1 is hereby
deleted in its entirety and replaced by the following: 



  
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 “4.1     Subject to all other provisions of this Agreement,
the Minister will make a Contribution to the Proponent in respect of the Project, of the lesser of: 
 (a) 30% of the Eligible Costs; and

 (b) $7,199,000” 
  

	 	6.	 In Article 4 – The Contribution, Sub-article 4.3 is hereby
deleted in its entirety and replaced by the following: 


 “4.3     Unless the Minister
agrees otherwise in writing, the amount of the Contribution will not exceed the following amounts in the relevant Government Fiscal Years of the Project as follows: 

2004-05: $765,300 
 2005-06:
$1,509,300 
 2006-07: $1,782,300 

2007-08: $2,321,400 
 2008-09:
$821,700 
 2009-10: $0 
 The
Minister will consider any request to reprofile these funds, but the Minister will have no obligation to pay any greater amount in any of the said Fiscal Years except to the extent that such reprofiling will have been agreed to by the
Minister.” 
  

	 	7.	 In Article 8 – Special Conditions, Section 8.2.2 of
Sub-article 8.2 – Liquidated Damages Clause, is hereby deleted in their entirety and replaced by the following: 



“8.2.2 The Settlement Amount shall be [*****] which is approximately [*****] times the cumulative royalty payment amount of [*****]
referred to in Article A. 2.2 of Schedule 4. 
 If some repayments have already been made to the Minister under Section A (“the Payments
to Minister”) of Schedule 4, the Settlement Amount shall be reduced by the repayments so paid by the Proponent. In the event that the total TPC contribution disbursed falls short of its maximum authorized amount of $7,199,000 (Seven Million One
Hundred and Ninety Nine) at no fault of the 

  
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Proponent, the Settlement Amount shall be pro-rated downward to reflect the actual contribution made by the Minister.’’ 

 

	 	8.	 In Article 8 – Special Conditions, Sections 8.3.2 and 8.3.3 of
Sub-article 8.3 - Equity Equivalency Clause, are hereby deleted in their entirety and replaced by the following: 



“8.3.2 If as a result of the Change of Ownership, or in order to facilitate a Change in Ownership, the Proponent decides to
withdraw from the Project, then, by no later than ninety (90) days after the Change of Ownership occurs, the Proponent shall deliver a written notice (the “Notice of Intent to Withdraw”) to the Minister at the address set out in
Article 7 advising of the Proponent’s decision to withdraw from the Project. At the same time, the Proponent shall provide the Minister with a draft calculation of the Equity Equivalency (as defined in Section 8.3.3 below) by an independent
qualified professional at a nationally-recognized firm. The Minister has 30 (thirty) days to accept the calculation of Equity Equivalency. If the Minister does not accept the calculation within thirty (30) days from the date of receipt by the
Minister of the calculation, the Minister and the Proponent may resolve the calculation of the Equity Equivalency through the alternate dispute resolution as provided for in Article 8.1. The date upon which the Minister accepts the Equity
Equivalency calculation, shall be deemed to be “the Event of Withdrawal”. The Minister shall not deem the Event of Withdrawal as an event of default and the remedies set forth in subsection 8.2 of the General Condition (Schedule 1) shall
not apply. 
 8.3.3 Within sixty (60) days following the Minister’s acceptance of calculation of Equity Equivalency, the
Proponent shall pay to the Minister an amount of money equal to the value of the Common Shares in the capital of the Proponent (the “Equity Equivalency”), valued at the price per share payable on the transaction date of the Change in
Ownership. The number of Common Shares in the Equity Equivalency shall be determined according to the Canadian Institute of Chartered Accountants (CICA) standards given the actual contribution(s) made by the Minister to the Proponent at the time the
contribution(s) were made, as if this contribution(s) were capitalised as an investment in equity capital of the Proponent. The Proponent shall cover all expenses associated with this valuation.” 

 

	 	9.	 In Article 8 – Special Conditions, Section 8.3.5 of
Sub-article 8.3 - Equity Equivalency Clause, is hereby deleted in its entirety and replaced by the following: 



  
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 “8.3.5 Late payment shall incur interest charges at the Interest Rate set forth
in Schedule 1. Upon payment by the Proponent to the Minister of the monetary value of the Equity Equivalency pursuant to Section 8.3.3. with interest, if applicable, this Agreement shall be terminated and the Proponent and the Minister shall be
deemed to have fulfilled all of their respective obligations under the Agreement except that the audit rights of the Minister under Section 5 of the General Conditions (Schedule 1) and the Minister’s right to receive reimbursement for
overpayment under Section 4 of the General Conditions (Schedule 1) will survive for one year following termination of the Agreement.” 
  

	 	10.	 In Article 8 – Special Conditions, Sub-article 8.6 -
Expenditures Incurred Outside of Canada is hereby deleted in its entirety and replaced by the following: 


  

	 	“8.6	 Expenditures Incurred Outside of Canada 



For greater certainty, the TPC contribution towards foreign costs shall be the lesser of 20 per cent of the total maximum amount of the
TPC contribution and $1,439,800 (one million four hundred and thirty nine thousand eight hundred)” 
  

	 	11.	 In Article 8 – Special Conditions, Sub-article 8.7 –
Required Government Approval Clause, the date of “December 31, 2006” is hereby deleted and replaced by the date of “December 31, 2009”. 



 

	 	12.	 In Article 8 – Special Conditions, the following new
Sub-article 8.8 is hereby added following Sub-article 8.7: 


  

	 	“8.8	 Pre Disbursement Condition 



Notwithstanding Article 4 of this Agreement, the Minister’s obligation to disburse any portion the Remaining Amount will be subject to the
following conditions: 
  

	 	(a)	 The Proponent obtaining fully executed term sheets, copy of which will be provided to the Minister, from
investors confirming additional financing in the minimum amount of $12,000,000, net of all estimated fees, costs and expenses, to be raised during the period from November 1, 2009 to June 30, 2010, by way of equity financing, venture debt
financing or other financial arrangement in form and substance acceptable to the Minister; and 


  

	 	(b)	 The postponement of any payment due by the Proponent on account of such additional financing, including but not
limited to payment of dividends or 



  
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interest or repayment of principal, until the Project as described in Schedule 2 is completed to the satisfaction of the Minister. 


If such conditions are not met on or before June 30, 2010, the Minister shall not be obligated to release the Remaining Amount yet to be
claimed under this Agreement. 
 For the purposes hereof, the “Remaining Amount” means the last amount of $1,118,970 under
the Contribution.” 
  

	 	13.	 In Schedule 2 – The Project, the Statement of Work and Forms A, B, C, D, El, E2, and E3 are hereby
deleted in their entirety and replaced with the revised Statement of Work and Forms A, B, C, Cl, C2, C3, C4, C5, D, El, E2, and E3 attached hereto as Annex 1. 



 

	 	14.	 In Schedule 4 - Contractual Benefits, in Part A-Payments to
Minister, Subsections 2.2 and 2.3 are hereby deleted in their entirety and replaced by the following: 


  

	 	“2.2	 Royalty Period 



The Royalty Period will begin on 1 January 2010 and will end on 31 December 2021. Within the Royalty Period from 1 January 2010
until 31 December 2021, the Proponent will pay until the amount of [*****] accrues or until 31 December 2021, whichever occurs first. If, however, cumulative royalties are less than [*****] by 31 December 2021, then the royalty period
will continue until the earlier of 31 December 2029 or until a cumulative royalty ceiling of [*****] is reached, whichever occurs first. 
  

	 	2.3	 Royalty Statements and Payments 



The Proponent will provide to the Minister an annual statement of the Gross Business Revenues, certified by the Proponent’s Chief
Financial Officer, within four (4) months of the end of each company fiscal year 31 December, together with the related royalty payment. The first statement and related royalty payment must be provided to the Minister by 30 April
2011 in respect of the fiscal year ending 31 December 2010, and by 30 April each year thereafter in regard to the previous fiscal year. Payments shall be made by cheque to the order of the Receiver General and sent to the
Minister.” 
  

  
 TPC Project No.
720-493141 
 Amendment No. 02 

CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 














 7 of 36 
  


	 	15.	 In Schedule 5 - Reporting Requirements, the Form TPC-1 is hereby
deleted and replaced with the revised Form TPC-1 attached hereto as Annex 2. 


 General

  

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


  

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


  

	 	18.	 Except as amended by this 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. 


  

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


  

	 	20.	 This Agreement shall enure to the benefit of, and be binding upon, the Parties and their respective successors
and permitted assigns. 


  

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


 [Remainder of this page intentionally left blank] 

  
 TPC Project No.
720-493141 
 Amendment No. 02 

CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 














 8 of 36 
  

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

							
	 HER MAJESTY THE QUEEN IN RIGHT

	 OF CANADA, as represented by the Minister of Industry

				
	 Per:
	 	 /s/ Simon Brault
	 		 	July 19/2010                    
		 	 Industrial Technologies Office
	 		 	            Date
		 	 SIMON BRAULT for
	 		 	
		 	 Sylvain Laporte, Executive Director
	 	             
	 	
		
	 D-WAVE SYSTEMS INC.
	 	
				
	 Per:
	 	 /s/ Vern Brownell
	 		 	July 27, 2010                    
		 		 		 	            Date
				
		 	VERN BROWNELL, CEO	 		 	
		 	 Name & Title
	 		 	

  

  
 TPC Project No.
720-493141 
 Amendment No. 02 

CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 














 CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 

 

 TPC PROJECT No. 720-493141 

AMENDMENT NO. 03 

INDUSTRIAL TECHNOLOGIES OFFICE 

AMENDING AGREEMENT #3 
 This Agreement
made 
  

			
	Between:    	  	HER MAJESTY THE QUEEN IN RIGHT OF CANADA,
		  	as represented by the Minister of Industry
		  	 (hereinafter referred to as the “Minister”)

		
	And:	  	D-WAVE SYSTEMS INC., a corporation duly incorporated under the laws of Canada, having its head office located at 3033 Beta Avenue, Burnaby, British Columbia V5G 4M9
		  	 (hereinafter referred to as the “Proponent”).

		
		  	Each a “Party” and collectively the “Parties”

 WHEREAS the Minister and the Proponent entered into a Contribution Agreement on September 22, 2005 as amended by
an amending agreement no.l dated May 12, 2006 and by an amending agreement no. 2 dated July 27, 2010 (collectively, the “Contribution Agreement”), under the former Technology Partnerships Canada Program whereby the
Minister agreed to provide a contribution in the maximum amount of $7,199,000; and 
 WHEREAS the Parties have agreed to amend the Contribution
Agreement in order to, inter alia: (i) clarify the obligations with respect to granting security, and (ii) revise certain remedies in case of default, 

NOW THEREFORE THIS AGREEMENT WITNESSETH in consideration of their respective obligations set out in the Contribution Agreement, the Parties agree as
follows: 
 Interpretation 
  

	 	1.	 All capitalized terms not otherwise defined herein have the meanings given to them in the Contribution
Agreement. 


 Execution 
  

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















 CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 

 

 Amendment 

The Parties agree to amend the terms of the Contribution Agreement as follows: 
  

	 	3.	 In the appearances, the address of the Proponent is hereby deleted and replaced by the following:



 “3033 Beta Avenue, Burnaby, British Columbia V5G 4M9” 

 

	 	4.	 In Article 7 – Addresses, in Article 7.2 the contact information of the Proponent is deleted and
replaced by the following: 


 “President and CEO 

D-Wave Systems Inc. 

3033 Beta Avenue, 
 Burnaby,
British Columbia 
 V5G 4M9 

FAX No. (604) 630-1434” 
  


	 	5.	 In Article 8 – Special Conditions, Sub-article 8.2.1 is
hereby deleted in its entirety and replaced by the following: 


 “8.2.1 If the Minister declares that an event
of default has occurred in relation to paragraphs 8.1(a) or (b) of Schedule 1 – General Conditions, or as a result of the failure of the Proponent to comply with subsection 6.6 of Schedule 1 – General Conditions (Intellectual
Property), section A (Payments to Minister) or subsection B. l(Work in Canada) of Schedule 4 or the provisions that may be part of the Agreement regarding the disposal of special purpose equipment, the Minister may require the Proponent to pay a
settlement amount (the “Settlement Amount”) as determined by the formula in Article 8.2.2.” 
  

	 	6.	 In Article 8 – Special Conditions, Sub-article 8.2.3 is
hereby deleted in its entirety and replaced by the following: 


 “8.2.3 The Settlement Amount due to the
Minister under Article 8.2 shall be paid by the Proponent within thirty (30) days of the Minister declaring the default.” 
  

	 	7.	 In Schedule 1 – General Conditions, Paragraph 6.6(b) is hereby amended by adding the following at
the end of the paragraph: 


 “For greater clarity, the Proponent may grant a security interest on the Intellectual
Property in favour of a creditor from time to time.” 
  

	 	8.	 In Schedule 1 – General Conditions, the last paragraph of Subsection 8.2 is hereby deleted and
replaced by the following: 















 CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 

 


	 	“(d)	 terminate this Agreement; 



 

	 	(e)	 post a notice on the Industry Canada website disclosing that the Proponent is in default under the provisions
of this Agreement and describing generally the remedies, if any, that the Minister has accordingly exercised; and 


  

	 	(f)	 any other remedy available at law.” 



General 
  

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


  

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


  

	 	11.	 Except as amended by this 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. 


  

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


  

	 	13.	 This Agreement shall enure to the benefit of, and be binding upon, the Parties and their respective successors
and permitted assigns. 


  

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


 [Remainder of this page intentionally left blank] 













 CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 

 

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

							
	 HER MAJESTY THE QUEEN IN RIGHT

OF CANADA, as represented by the Minister of Industry

				
	Per:	 	 




	 		 	Jan 22, 2014                    
		 	Repayment Recovery Director	 		 	        Date
		 		 		 	
			
	D-WAVE SYSTEMS INC.	 		 	
				
	Per:	 	/s/ Warren Wall	 		 	JAN 21, 2014                    
		 	WARREN WALL, COO	 		 	        Date
		 	Name & Title	 		 	














							
	



	  	 Industry Canada
 Industrial

Technologies Office
	  	 Industrie Canada
 Office des

technologies industrielles
	  	 TPC Project No. 720-493141

Amendment No. 4


 INDUSTRIAL TECHNOLOGIES OFFICE 

TECHNOLOGY PARTNERSHIPS CANADA 

AMENDMENT AGREEMENT NO. 4 
 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., a corporation duly incorporated under the laws of Canada, having its head office located at 3033 Beta Avenue, Burnaby, British Columbia V5G 4M9
		
		  	(the “Proponent”).

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

 RECITALS 
 WHEREAS 

 

	A-	 The Minister and the Proponent entered into a Contribution Agreement dated September 22, 2005 under the
Technology Partnerships Canada (“TPC”) Program, which was subsequently amended by an amendment agreement no. 1 dated May 12, 2006, an amendment agreement no. 2 dated July 27, 2010, and an amendment agreement no. 3 dated
January 22, 2014. The Contribution Agreement and the Amendment Agreements are collectively referred to as the “Contribution Agreement”; 



 

	B-	 The Minister and the Proponent have agreed to amend, inter alia, the repayment obligations under the
Contribution Agreement. 



  

	
	




	CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC.














 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 Proponent 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 Article 8 - Special Conditions, Section 8.2.2 of
Sub-article 8.2 - Liquidated Damages Clause, is hereby deleted in its entirety and replaced by the following: 



“8.2.2 The Settlement Amount shall be [*****] which is approximately [*****] times the remaining repayment amount of $12,000,000
(twelve million) as illustrated in Table 2.1 of Schedule 4. 
 If, after December 31, 2015, repayments have been made to the Minister
under Section A (“Payments to Minister”) of Schedule 4, the Settlement Amount shall be reduced by one and a half (11⁄2) times the repayments so paid by
the Proponent.” 
  

	4.	 Schedule 4 - Contractual Benefits of the Contribution Agreement, Section A (“Payments to
Minister”) shall be deleted in its entirety and be replaced with the following revised Section A (“Payments to Minister”): 


  

	 	“A-	 PAYMENTS TO MINISTER 



 

	 	1.	 Definitions 



“Repayment Period” means the period during which repayments are due, as specified in section 2.1 below. 

  
 2 

CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 














	 	2.	 Repayments 


  

	 	2.1	 Repayment Period 



The Repayment Period will begin on January 1, 2010 and will end on May 31, 2021. 

 

	 	2.2	 Annual Repayment 



The Proponent shall repay the amount of $12,501,327 (twelve million five hundred and one thousand three hundred twenty seven). The first
payment of $227,686 shall be payable upon the execution of this Amendment Agreement, and each year thereafter by May 31 (“Annual Repayment”), as set out in Table 2.1 below. 

Table 2.1.: Annual Repayments 
  

									
	 Proponent Fiscal Year

Ending (PFYE)           
	  	Annual Repayment Due
(Canadian $)	 	  	Repayment Due Date	 
	 Dec. 31, 2010-2014
	  	 	501,327	 	  	 	April 30, 2011-2015*	 
	 December 31, 2015
	  	 	227,686	 	  	 
	Date of the execution of
Amendment Agreement #4	 
 
	 January 31, 2017
	  	 	1,772,314	 	  	 	May 31, 2017	 
	 January 31, 2018
	  	 	2,500,000	 	  	 	May 31, 2018	 
	 January 31, 2019
	  	 	2,500,000	 	  	 	May 31, 2019	 
	 January 31, 2020
	  	 	2,500,000	 	  	 	May 31, 2020	 
	 January 31, 2021
	  	 	2,500,000	 	  	 	May 31, 2021	 
		  	  
	  
	 	  			
	 Total
	  	 	12,501,327	 	  			
		  	  
	  
	 	  			

  

	*	 Repayments collected to date 



Payments shall be made by cheque to the order of the Receiver General of Canada and sent to: 

Innovation, Science and Economic Development Canada 

Attn: Programs and Services Directorate 

235 Queen Street, 2nd floor 
 Ottawa Ontario, K1A 0H5 

  
 3 

CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 














	 	2.3	 Late Payments 



Interest shall be payable on any portion of the Annual Repayment remaining unpaid, calculated and payable at the Interest Rate, from the date
upon which the Annual Repayment is due, until payment in full has been received by the Minister. Interest shall be payable in accordance with the foregoing notwithstanding any other remedies available to the Minister in the event of Default by the
Proponent under this Agreement. 
 Whenever any payment date under this section falls on a Saturday, Sunday or statutory holiday, payment
will be due on the next day following which is not a Saturday, Sunday or statutory holiday.” 
  

	5.	 Schedule 4, Section B - Contractual Benefits to Canada of the Contribution Agreement, sub-section 1 (a) shall be deleted in its entirety and be replaced with the following revised sub-section 1(a): 



 

	 	“1.	 Work in Canada 



 

	 	(a)	 Unless otherwise agreed to in writing by the Minister, the Proponent will ensure that the Intellectual Property
is exploited through the production in Canada of resulting products until the end of the Repayment Period as set out in section 2.1 of this Schedule.” 


  

	6.	 Schedule 5 - Reporting Requirements, of the Contribution Agreement, Forms
TPC-1, TPC-2, and TPC-3 are hereby deleted and replaced with the revised Forms TPC-1, TPC- 2, and TPC-3 attached hereto as Annex A. 


 General

  

	7.	 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. 


  

	8.	 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. 


  

	9.	 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 expires. 



  
 4 

CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 














	10.	 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. 


  

	11.	 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] 

  
 5 

CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 













 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/ Lisa Setlakwe
	 		 	Date: July 21, 2016                    
	Name:	 	Lisa Setlakwe        	 		 	
	Title:	 	Executive Director,	 		 	
		 	Industrial Technologies Office	 		 	
	
	D-Wave Systems Inc.
				
	Per:	 	 /s/ WARREN WALL        
	 		 	Date: July 25, 2016                    
	Name:	 	WARREN WALL	 		 	
	Title:	 	COO	 		 	

 I have authority to bind the Corporation. 

  
 6 

CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 













 Annexe A 

FORM TPC - 1 
 REPORT ON
EXPECTED & ACTUAL REPAYMENTS TO THE MINISTER 
  

			
	APPLICANT NAME:	  	D-Wave Systems Inc.
	PROJECT NO:	  	720-493141

  

											
	 1
	  	2	 	  	3	 	  	4
	 YEAR

ENDING
	  	EXPECTED
PAYMENT
(in $)	 	  	ACTUAL
PAYMENT
(in $)	 	  	DUE
DATE
	 Dec 31, 2010
	  				  	 	3,575	 	  	April 30, 2011
	 Dec 31, 2011
	  				  	 	81,883	 	  	April 30, 2012
	 Dec 31, 2012
	  				  	 	84,488	 	  	April 30, 2013
	 Dec 31, 2013
	  				  	 	161,164	 	  	April 30, 2014
	 Dec 31, 2014
	  				  	 	170,217	 	  	April 30, 2015
	 Dec 31, 2015
	  	 	227,686	 	  				  	Date of the execution of
 Amendment Agreement #4

	 Jan 31, 2017
	  	 	1,772,314	 	  				  	May 31, 2017
	 Jan 31, 2018
	  	 	2,500,000	 	  				  	May 31, 2018
	 Jan 31, 2019
	  	 	2,500,000	 	  				  	May 31, 2019
	 Jan 31, 2020
	  	 	2,500,000	 	  				  	May 31, 2020
	 Jan 31, 2021
	  	 	2,500,000	 	  				  	May 31, 2021
		  	  
	  
	 	  	  
	  
	 	  	
	 Total
	  	 	12,000,000	 	  	 	501,327	 	  	
		  	  
	  
	 	  	  
	  
	 	  	

 SIGNATURE OF AUTHORIZED
OFFICER:                                       
   
 REPORT
DATE:                      

  
 7 

CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 













 FORM TPC - 2 

REPORT ON JOB CREATION AND MAINTENANCE 
  

			
	 PROPONENT: D-WAVE SYSTEMS INC.
	  	 PROJECT NO.: 720-493141


  

GENERAL INSTRUCTIONS 

The intent of this schedule is to identify the number of PYs expended on Project related activities during any one year of the
duration of the Agreement, according to category of employment. Both part-time and full-time employees should be claimed, as employment of all types represents a Project benefit. Part-time work should be converted into PY units on the basis normally
used by the Proponent provided it is between 1800 and 2000 hours of work paid in a given year. 
 Data is to be provided
based on a 52 week calendar year and should be expressed in PY units. 
 Direct PYs are to be counted. The
term “direct PY” relates to the work performed in Canada by employees of the proponent. Only those direct PYs which result from the project are to be counted. Work performed outside of Canada by Canadian employees is not to be included
except for eligible activities performed as part of the Statement of Work during the Work Phase. Reported PYs may be performed by existing staff or by new hires. These PYs are normally located in the Proponent’s facility and involve an eligible
operation or activity supported by the industrial assistance program. During the Benefits Phase, these PYs normally pertain to production/distribution activities associated with the supported facility, product or processes of the proponent. 

Indirect PYs refer to work performed in Canada as a result of the project by employees who are not employed
by the Proponent, and normally at a location other than the Proponent’s facility. Apart from the following two exceptions, indirect PYs are never to be included in the PY count: 

1) Sub-contracted PYs in the Work phase of R&D/innovation projects are included
in the PY count, provided that the related activity is explicitly set out in the Statement of Work in the Contribution Agreement. 

2) Benefit phase production PYs of related entities to the Proponent are included in the PY count, provided that the
Contribution Agreement explicitly includes PY reporting requirements on the parties concerned and provides the Minister access to the related facilities for monitoring purposes. 

Reporting during the Work phase requires a yearly breakdown by category of employment.
Reporting during the Benefits phase requires the average number of PYs during this phase by category of employment. 
  


  
 8 

CONFIDENTIAL AND PROPRIETARY INFORMATION OF D-WAVE SYSTEMS INC. 













 TPC Project No. 720-493141 

STRATEGIC INNOVATION FUND 

TECHNOLOGY PARTNERSHIPS CANADA 

AMENDMENT AGREEMENT NO. 5 
 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., a corporation duly incorporated under the laws of Canada, having its head office located at 3033 Beta Avenue, Burnaby, British Columbia V5G 4M9
		
		  	(the “Proponent”).

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

 RECITALS 
 WHEREAS 

 

	A-	 The Minister and the Proponent entered into a Contribution Agreement dated September 22, 2005 under the
Technology Partnerships Canada (“TPC”) Program, which was subsequently amended by an amendment agreement no. 1 dated May 12, 2006, and amendment agreement no. 2 dated July 27, 2010, and an amendment agreement no. 3 dated
January 22, 2014, and an amendment agreement no. 4 dated July 25, 2016. The Contribution Agreement and the Amendment Agreements are collectively referred to as the “Contribution Agreement”; 



 

	B-	 The Minister and the Proponent have agreed to amend, inter alia, the recipient’s fiscal year end,
adjust the settlement amount in the liquidated damages clause, adjust the repayment terms including the total repayment amount and extend the repayment period end date under the Contribution Agreement. 















 TPC Project No. 720-493141 

Amendment No.5 
  

 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 Proponent 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.	 All references to the Recipient Fiscal Year End are changed from January 31 to December 31.



  

	4.	 In Article 8 - Special Conditions, of the Contribution Agreement, Section 8.2.2 of
Subarticle 8.2 - Liquidated Damages, is hereby deleted in its entirety and replaced by the following: 


 “8.2.2
The Settlement Amount shall be [*****] dollars ([*****]) which is [*****] times the total remaining repayment amount of two million, five hundred thousand dollars ($2,500,000) as illustrated in Table 2.1of Schedule 4.” 

 

	5.	 Schedule 4 - Contractual Benefits of the Contribution Agreement, Section A (“Payments to
Minister”) shall be deleted in its entirety and be replaced with the following: 


  

	 	“A -	 PAYMENTS TO MINISTER 



 

	 	1.	 Definitions 



“Repayment Period” means the period during which repayments are due, as specified in section 2.1 below. 

 

	 	2.	 Repayments 



  
 2 














 TPC Project No. 720-493141 

Amendment No.5 
  


	 	2.1	 Repayment Period 



The Repayment Period will begin on January 1, 2010 and will end on April 30, 2025. 

 

	 	2.2	 Annual Repayment 



The Proponent shall repay the remaining repayment amount of $2,500,000 with payments of five hundred thousand dollars ($500,000) payable on
April 30, 2021 and on April 30, each year thereafter (“Annual Repayment”), for a total repayment amount of seven million, five hundred, one thousand, two hundred and thirty-seven dollars ($7,501,237) as set out in Table 2.1
below. 
 Table 2.1.: Annual Repayments 
  

							
	 Proponent Fiscal Year

Ending (PFYE)
	  	Annual Repayment Due
(Canadian $)	 	  	Repayment Due Date
	 December 31, 2010 to December 31, 2017
	  	 	5,001,327	 	  	Actual
	 December 31, 2018
	  	 	0	 	  	May 31, 2019
	 December 31, 2019
	  	 	0	 	  	May 31, 2020
	 December 31, 2020
	  	 	500,000	 	  	April 30, 2021
	 December 31, 2021
	  	 	500,000	 	  	April 30, 2022
	 December 31, 2022
	  	 	500,000	 	  	April 30, 2023
	 December 31, 2023
	  	 	500,000	 	  	April 30, 2024
	 December 31, 2024
	  	 	500,000	 	  	April 30, 2025
		  	  
	  
	 	  	
	 Total
	  	 	7,501,327	 	  	
		  	  
	  
	 	  	

 Payments shall be paid by cheque issued to the order of the Receiver General of Canada and sent to: 

Innovation, Science and Economic Development Canada 

Attn: Programs and Services Directorate 

235 Queen Street, 2nd floor 
 Ottawa Ontario, K1A 0H5 

  
 3 














 TPC Project No. 720-493141 

Amendment No.5 
  

 Attn: Director, Programs and Services Directorate 

Payments may also be paid via electronic funds transfer. In such a case, the Recipient should contact the Minister for information on how to
make payments via electronic funds transfer. 
  

	 	2.3	 Late Payments 



Interest shall be payable on any portion of the Annual Repayment remaining unpaid, calculated and payable at the Interest Rate, from the date
upon which the Annual Repayment is due, until payment in full has been received by the Minister. Interest shall be payable in accordance with the foregoing notwithstanding any other remedies available to the Minister in the event of Default by the
Proponent under this Agreement. 
 Whenever any payment date under this section falls on a Saturday, Sunday or statutory holiday, payment
will be due on the next day following which is not a Saturday, Sunday or statutory holiday.” 
 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 expires. 


  

	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] 

  
 4 














 TPC Project No. 720-493141 

Amendment No.5 
  

 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/ Colette Kaminsky
	 		 	Date: November 23, 2020
	Name:	 	Colette Kaminsky	 		 	
	Title:	 	 Director General,
 Strategic
Innovation Fund
	 	             


	 	
	
	D-Wave Systems Inc.
				
	Pre:	 	 /s/ Alan Baratz
	 		 	Date: November 23, 2020
	Name:	 	Dr. Alan Baratz	 		 	
	Title:	 	 Chief Executive Officer,
 D-Wave Systems Inc.
	 		 	
	
	I have authority to bind the Corporation.


  
 5