EX-10.36




 Exhibit 10.36 

SIDE LETTER AGREEMENT 
 THIS SIDE LETTER
AGREEMENT (this “Agreement”) made as of August 5, 2022 
 AMONG: 

D-WAVE QUANTUM INC., a corporation organized under the laws of Delaware (the “D-Wave Quantum”) 
 AND: 

PUBLIC SECTOR PENSION INVESTMENT BOARD, a Crown corporation organized under the laws of Canada (“PSP”) 

WHEREAS: 
  

	 	A.	 Reference is hereby made to that certain Transaction Agreement dated as of February 7, 2022 (as the same
may be amended or supplemented from time to time in accordance with its terms, the “Transaction Agreement”) entered into by and among DPCM Capital, Inc., a Delaware corporation (“DPCM”), D-Wave Quantum, DWSI Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of D-Wave Quantum, DWSI Canada Holdings ULC, a British Columbia unlimited
liability company and a direct, wholly-owned subsidiary of D-Wave Quantum (“CallCo”), D-Wave Quantum Technologies Inc., a British Columbia corporation
and a direct, wholly-owned subsidiary of CallCo (“ExchangeCo”), and D-Wave Systems Inc., a British Columbia company (“D-Wave”) (the
transactions contemplated pursuant to the Transaction Agreement collectively, the “Business Combination”). 


  

	 	B.	 Following the closing of the Business Combination, PSP will own certain shares of common stock of D-Wave Quantum (“D-Wave Quantum Stock”) and certain exchangeable shares of ExchangeCo (“Exchangeable Shares” and together with the D-Wave Quantum Stock, collectively the “Shares”). 


  

	 	C.	 It is the desire of D-Wave Quantum and PSP to limit the ability of PSP
to vote, whether directly or indirectly, including by way of voting trust, a majority of the voting interests eligible to vote at any meeting of the shareholders of D-Wave Quantum. 



NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of proceeds to be received by PSP as part of the Business Combination and for other good
and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows: 
  

	1.	 At no time during the Restricted Period will PSP exercise the voting rights attached to any of its Shares that
would result in PSP voting, whether directly or indirectly, including through any voting trust, more than 49.99% of the voting interests eligible to vote at any meeting of the shareholders of D-Wave Quantum.



  

	2.	 For the purposes of this Agreement, “Restricted Period” shall mean the period beginning on the
date of this Agreement and ending on the earlier of (i) that date that PSP’s Shares constitute less than 50% of the rights to vote at a meeting of the shareholders of D-Wave Quantum, whether directly
or indirectly, including through any voting trust, (ii) the date D-Wave Quantum files its first annual report on SEC Form 10-K, or (iii) the 30th day following
written notice of termination of this Agreement given by PSP to D-Wave Quantum via email at the email address set out below. 



 

	3.	 This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada
applicable therein. 














	4.	 This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and
all of which taken together will be deemed to constitute one and the same instrument. 


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Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date first above written.

  

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

	Name:	 	Alan Baratz
	Title:	 	President & Chief Executive Officer


 
	
	
	Address:
	
	c/o D-Wave Systems Inc.
3033 Beta Avenue
	Burnaby, British Columbia V5G 4M9
	Attention: General Counsel
	Fax: 604-630-1434
	Email: legal@dwavesys.com


 [Signature Page - Side Letter] 











 
			
	PUBLIC SECTOR PENSION INVESTMENT BOARD
		
	By:	 	 /s/ Adam Smalley

	Name:	 	Adam Smalley
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Jonathan Ostrzega

	Name:	 	Jonathan Ostrzega
	Title:	 	Authorized Signatory


 
	
	
	Address:
	
	Public Sector Pension Investment Board
	1250 René Lévesque Boulevard West
	Suite 1400
	Montréal, H3B 5E9
	Attention: Legal Notices
	Email: Legalnotices@investpsp.ca


 [Signature Page - Side Letter]