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SIXTEENTH AMENDMENT TO THE SEMICONDUCTOR LINE OPERATION AGREEMENT
This SIXTEENTH AMENDMENT TO THE SEMICONDUCTOR LINE OPERATION AGREEMENT (this “16th Amendment”), is effective as of February 21, 2025 (the “Amendment Effective Date”), and amends the SEMICONDUCTOR LINE OPERATION AGREEMENT dated December 23, 2012, as amended by the fifteen (15) prior amendments, the last of which was dated January 14, 2025, (the “Agreement”), by and between SkyWater Technology Foundry, Inc. (“SkyWater”) and D-Wave Systems Inc. (“D-Wave”), each a “Party” and collectively, the “Parties”. Capitalized terms used but not defined in this 16th Amendment have the meaning ascribed to them under the Agreement.
WHEREAS:
A.D-Wave previously agreed to a minimum spend commitment of $[*****] for calendar year 2025; and
B.D-Wave now agrees to a minimum spend commitment of $[*****] for calendar year 2025.
NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree to amend the Agreement as follows:
1.Notwithstanding the Fifteenth Amendment to the Semiconductor Line Operation Agreement dated January 14, 2025, D-Wave’s minimum annual commitment for calendar year 2025 is $[*****]. For clarity, the “2025 Spend Commitment” means that during calendar year 2025, D-Wave shall spend at least $[*****] with SkyWater for services provided during 2025.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this 16th Amendment as of the Amendment Effective Date.
SKYWATER TECHNOLOGY FOUNDRY, INC. D-WAVE SYSTEMS INC.
/s/ Brian Wilbur ____ /s/ Alan Baratz
Signature Signature
Brian Wilbur _____________________ Alan Baratz_______________________
Name (Print) Name (Print)
VP, Sales and Solutions Engineering___ CEO_____________________________
Title Title
2/24/2025_______________________ 2/26/2025________________________
Date Date
Certain identified information has been excluded from the exhibit because it is (i) not material and (ii) the type that the registrant treats as private or confidential. Redacted information is marked with a [*****].