Amendment No. 1 to Contribution Agreement, dated as of May 25, 2020, between Canada Foundation for Sustainable Development Technology and D-Wave Systems Inc

Evidence of Fulfillment Provided

•   D-Wave to receive private funds (not including public sector funding or debt financing) before SDTC provides additional funding, with a [*****] ratio of private funding to SDTC funding.

•   Shareholder agreement template from closing.

•   Image of D-Wave System Inc.’s [*****] account [*****] with a closing balance on April 15, 2020 of [*****] supporting that the private funds have been transferred.

•   D-Wave to convert all existing Convertible Notes to equity once additional private funding has been confirmed.

•   D-Wave’s recapitalization was accomplished via the capitalization and incorporation of a new company (DWSI Holdings Inc.) which has acquired all outstanding securities of D-Wave Systems Inc. During this transaction, all outstanding convertible notes were converted into new equity in DWSI Holdings as spelled out in the letter to shareholders and the recapitalization agreement. The new capitalization table also indicates that all the only current forms of securities issued by DWSI Holdings Inc. are in the form of common or preferred shares or warrants.

•   D-Wave to set aside protected funds sufficient for severance obligations to employees.

•   Based on the information provided, SDTC believes D-Wave has met the terms and conditions relating to severance obligations. Therefore, this condition is waived with the understanding that this has been discussed and D-Wave will adhere to best practices regarding severance.

•   D-Wave to confirm that changes in the structure of the senior management team addressing SDTC concerns about integration of the business strategy and technology development have been approved by the D-Wave Board.

•   Prior to the fundraise, D-Wave appointed Alan Baratz CEO and has adjusted their go-to-market plan to focus almost exclusively on [*****].

•   SDTC’s designate will continue to participate as an observer on the D-Wave Board to assist with the transition, which is anticipated to coincide with the end of the SDTC Project.

•   D-Wave passed a Board resolution to make Leo De Bever (Board member of SDTC) a Board Invitee.

/s/ David Smith

David Smith

Investment Lead

Attach.

/s/ Christine Charbonneau

2020-Jun-17

/s/ Leah Lawrence

2020-Jun-17

/s/ Alan Baratz

2020-Jun-05

Subject to the terms and conditions contained herein, SDTC shall pay to the Eligible Recipient up to the lesser of (a) 23.6% of the Eligible Project Costs, or (b) $22,500,000 Contribution payable in installments as provided in Schedule C attached hereto. SDTC shall not make any payment on account of any cost incurred by the Eligible Recipient prior to October 1, 2017 or in excess of the costs set out in the Budget attached hereto as Schedule C. Any Person that does not have legal capacity in Canada or Excluded Recipient may collaborate with the Eligible Recipient in relation to the Project, and may contribute in-kind or advisory work, or perform work under contract to the Eligible Recipient, provided that such parties do not receive direct funding from SDTC.