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D-Wave Systems Inc. and DPCM Capital, Inc. Highlight Unique Bonus Pool Structure, Offering Novel Economics of Up to a 31% Discount for Stockholders

D-Wave Systems Inc., a leader in quantum computing systems, software, and services (“D-Wave”), and DPCM Capital, Inc. highlighted an innovative bonus pool structure for DPCM Capital stockholders in advance of the redemption deadline of 5:00 p.m. EDT on July 29, 2022.

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“We are living in an unprecedented time and facing an unpredictable market. Because of this volatility, and because of our heritage of complex problem solving (we commercialized the first quantum computer when no one thought it was possible), we thought we’d take a slightly different and more direct approach”

In order to incentivize ongoing retention and long-term investment, the proposed business combination between D-Wave and DPCM Capital (the “Business Combination”) includes a unique structure. A bonus pool of up to five million (5,000,000) shares of the common stock of D-Wave Quantum Inc., the newly formed company that will be the parent company of D-Wave and DPCM Capital, will be allocated to non-redeeming public stockholders of DPCM Capital on a pro rata basis.

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This effectively reduces their cost basis per share by as much as 31% – from the US$10.00 initial investment to US$6.88 – based upon, and subject to, certain redemption scenarios. A similar bonus pool of up to 1.8 million shares has been established for Private Investment in Public Equity (“PIPE”) investors to ensure the same effective cost basis for PIPE investors as for public stockholders of DPCM Capital.

“We are living in an unprecedented time and facing an unpredictable market. Because of this volatility, and because of our heritage of complex problem solving (we commercialized the first quantum computer when no one thought it was possible), we thought we’d take a slightly different and more direct approach,” said Alan Baratz, CEO, D-Wave. “This bonus pool enables D-Wave to provide DPCM Capital’s stockholders with an innovative economic incentive that is designed to minimize redemptions and further facilitate long-term value creation.”

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