Exhibit 2.1

CLASS A MULTIPLE VOTING SHARE PURCHASE WARRANT

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO XANADU QUANTUM TECHNOLOGIES LIMITED (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 26, 2026.

WARRANTS TO PURCHASE CLASS A MULTIPLE VOTING SHARES OF
XANADU QUANTUM TECHNOLOGIES LIMITED

THIS CERTIFIES THAT, for value received, SFTrust Holdings, LLC (the “Holder”) is entitled, at any time prior to the Expiry Time, to purchase, at the applicable Exercise Price, one fully paid, validly issued and non-assessable Class A Multiple Voting Share for each Warrant vested and exercisable under this Warrant Certificate, by surrendering to the Company, at its principal office at 777 Bay Street, Suite 2400, Toronto, Ontario, M5G 2C8, Canada, this Warrant Certificate, together with a Subscription Form, duly completed and executed, and, unless Holder is exercising this Warrant pursuant to a cashless exercise, immediately available funds by wire transfer of lawful money of Canada payable to or to the order of the Company for an amount equal to the applicable Exercise Price multiplied by the number of Class A Multiple Voting Shares subscribed for, on and subject to the terms and conditions set forth below.

Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any Class A Multiple Voting Shares at any time after the Expiry Time, and from and after the Expiry Time, this Warrant Certificate and all rights hereunder shall be void and of no value.

Capitalized terms used in this Warrant Certificate, including the preamble, shall have the following meanings:

“Adjustment Period” means the period commencing on the date hereof and ending at the Expiry Time.

“Affiliate” means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.

“Business Combination” has the meaning ascribed to such term in the Company’s Form F-4.

“Business Combination Closing Date” means the closing date of the Business Combination.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario, Canada are authorized or required by law to close. Any event the scheduled occurrence of which would fall on a day that is not a Business Day shall be deferred until the next succeeding Business Day.

“Capital Reorganization” has the meaning ascribed to such term in Section 8(a)(iv).

“Class A Multiple Voting Share” means a Multiple Voting Share in the capital of the Company or such other shares or other securities into which such Multiple Voting Share is converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time.

“Class B Subordinate Voting Share” means a Subordinate Voting Share in the capital of the Company or such other shares or other securities into which such Subordinate Voting Share is converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time.

“Closing Price Per Class A Multiple Voting Share” shall be: (i) the closing board lot sale price or, if such price is not available, the average of the closing bid and asked prices, for the Class B Subordinate Voting Shares as reported by the securities exchange or national securities quotation system on which such securities are listed or admitted for trading on which the largest number of such securities were traded during the most recently completed calendar year (or for 2026, 2026); (ii) if, for any reason, none of such prices is available on such date or the Class B Subordinate Voting Shares are not listed or admitted to trading on a securities exchange or on a national securities quotation system, the last sale price, or in case no sale takes place on such date, the average of the high bid and low asked prices for such securities in the over-the-counter market, as quoted by any reporting system then in use (as selected by the Board of Directors of the Company); or (iii) if the Class B Subordinate Voting Shares are not listed or admitted to trading as contemplated in clause (i) or (ii), the fair market value as determined by the Board of Directors of the Company in its reasonable good faith judgment and evidenced by minutes of any such meeting of the Board of Directors or unanimous written consent in lieu of such meeting, in each case as certified by the Secretary of the Company or as determined pursuant to a valuation performed by a qualified independent appraiser in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The Closing Price Per Class A Multiple Voting Share shall be expressed in United States dollars and, if initially in Canadian dollars, such amount shall be translated into United States dollars at the U.S. Dollar Equivalent thereof.

“Company” means Xanadu Quantum Technologies Limited, a corporation existing under the laws of the Province of Ontario, and its successors and assigns.

A Person is “controlled” by another Person or other Persons if: (1) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly. by or solely for the benefit of the other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (2) in the case of a Person that is not a company or other body corporate, at least a majority of the participating (equity) and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons; and “controls”, “controlling” and “under common control with” shall be interpreted accordingly.

“Current Market Price” means, at the relevant time of reference, the average of the Closing Price Per Class A Multiple Voting Share for the five Trading Days immediately preceding the relevant record date.

“Exercise Price” means the exercise price specified on Schedule “A”.

“Expiry Time” means 5:00 p.m. (Toronto time) on January 15, 2028.

“Fair Market Value” means the Closing Price Per Class A Multiple Voting Share for the applicable Trading Day immediately before the date on which registered holder of the Warrant exercises such warrants.

“Filing Deadline” means the date that is 30 calendar days after the Business Combination Closing Date.

“Form F-4” means the registration statement on Form F-4 (Registration No. 333-292991) filed with the SEC.

“Members of the Immediate Family” means with respect to any individual, each parent (whether by birth or adoption), spouse, child or other descendants (whether by birth or adoption) of such individual, each spouse of any of the aforementioned Persons, each trust created solely for the benefit of such individual and/or one or more of the aforementioned Persons, and each legal representative of such individual or of any aforementioned Persons (including without limitation a tutor, curator, mandatary due to incapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or a mandate in case of incapacity or similar instrument. For the purposes of this definition, a Person shall be considered the spouse of an individual if such Person is legally married to such individual, lives in a civil union with such individual or is the common law partner (as defined in the Income Tax Act (Canada), as amended from time to time) of such individual. A Person who was the spouse of an individual within the meaning of this paragraph immediately before the death of such individual shall continue to be considered a spouse of such individual after the death of such individual.

“Permitted Holders” means, in respect of a holder of Multiple Voting Shares or Warrants that is an individual, the Members of the Immediate Family of such individual and any Person controlled, directly or indirectly, by any such holder, and in respect of a holder of Multiple Voting Shares or Warrants that is not an individual, an Affiliate of that holder.

“Person” means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company.

“Personal Information Form” means a personal information form on Form 4 as prescribed by the TSX.

“Rights Offering” has the meaning ascribed to such term in Section 8(a)(ii).

“Rights Period” has the meaning ascribed to such term in Section 8(a)(ii).

“Special Distribution” has the meaning ascribed to such term in Section 8(a)(iii).

“Subscription Form” means the form of subscription annexed hereto as Schedule “B”.

“Trading Day” when used with respect to any securities, means a day on which the securities exchange or national securities quotation system on which such securities are listed or admitted to trading on which the largest number of such securities were traded during the most recently completed calendar year (or 2026, with respect to 2026) is open for the transaction of business or, if the securities are not listed or admitted to trading on any securities exchange, a Business Day.

“Transfer” of a Warrant shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such warrant, whether or not for value and whether voluntary or involuntary or by operation of law. A “Transfer” shall also include, without limitation, a transfer of a Warrant to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership), provided, however, that the pledge of a Warrant that creates a mere security interest in such warrant pursuant to a bona fide loan or indebtedness transaction over such pledged warrants the following shall not be considered a “Transfer”; provided, however, that a foreclosure on such Warrant or other similar action by the pledgee shall constitute a “Transfer”.

“TSX” means the Toronto Stock Exchange.

“U.S. Canadian Exchange Rate” shall mean on any date: (a) if on such date the Bank of Canada publishes the daily average exchange rate for such date with a conversion of one Canadian dollar into United States dollars, such rate; (b) in any other case, the rate for such date for the conversion of one Canadian dollar into United States dollars which is calculated in the manner which shall be determined by the Board of Directors of the Company from time to time acting in good faith.

“U.S. Dollar Equivalent” of any amount which is expressed in Canadian dollars shall mean on any day the United States dollar equivalent of such amount determined by reference to the U.S. Canadian Exchange Rate on such date.

“U.S. Person” means “U.S. person” as defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

“U.S. Securities Act” means United States Securities Act of 1933, as amended.

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

“Warrants” means the Class A Multiple Voting Share purchase warrants represented by this Warrant Certificate.

This Warrant automatically exercises on a “cashless basis” (i) upon expiration: or (ii) in connection with a sale transaction involving consideration in the form of cash or marketable securities, in each case provided that the Warrant is in-the-money. Notwithstanding the foregoing, Holders shall be entitled to receive consideration as set forth in Section 8(d).

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO XANADU QUANTUM TECHNOLOGIES LIMITED (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER IF AVAILABLE OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided that, if any such Warrants and any Class A Multiple Voting Shares issued on exercise of Warrants are being sold outside the United States in accordance with Rule 903 or 904 of Regulation S under the Securities Act, if available, and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Company’s registrar and the Warrant agent (if any) to the effect set forth in Schedule “B” hereto together with such documentation as the Company, the Company’s registrar or Warrant agent (if any)_may reasonably request; provided, further, that, if any securities are being sold pursuant to Rule 144 under the U.S. Securities Act or with the prior written consent of the Company pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, the legend may be removed by delivery to the Company, the Company’s registrar and to the Warrant agent (if any) of an opinion of counsel, of recognized standing satisfactory in form and substance to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws and provided, further, that if any such Class B Subordinate Voting Shares issuable on conversion of the Class A Multiple Voting Shares are being sold pursuant to an effective registration statement under the U.S. Securities Act (including the Resale Registration Statement (as defined below)), the legend may be removed in accordance with the provisions of Section 9.

“THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

Subject to Section 2, the Warrants may be exercised in whole or in part at any time and from time to time prior to the Expiry Time. After the Expiry Time, all rights under any outstanding Warrants evidenced hereby, in respect of which the rights of subscription and purchase herein provided for shall not have been exercised or deemed to have been exercised pursuant to Section 3(b), shall wholly cease and terminate and such Warrants shall be void and of no value or effect.

No fractional Class A Multiple Voting Shares will be issuable upon any exercise of the Warrants, and the Holder will not be entitled to any cash payment or compensation in lieu of a fractional Class A Multiple Voting Share. For greater certainty, if any fractional interest in a Class A Multiple Voting Share or Warrant would, except for the provisions of this Section 5, be deliverable upon the exercise of this Warrant Certificate, such exercise will be deemed to be for the next smallest whole number of Class A Multiple Voting Shares or Warrants.

The holding of the Warrants shall not constitute the Holder a shareholder of the Company nor entitle the Holder to any right or interest in respect thereof, except as expressly provided in this Warrant Certificate.

The Company covenants and agrees as follows:

(any of such events in subsections (A), (B), (C) and (D) above being called a “Class A Multiple Voting Share Reorganization”), the applicable Exercise Price shall be adjusted on the earlier of the record date on which holders of Class A Multiple Voting Shares are determined for the purposes of the Class A Multiple Voting Share Reorganization and the effective date of the Class A Multiple Voting Share Reorganization to the amount determined by multiplying the applicable Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

To the extent that any adjustment in the applicable Exercise Price occurs pursuant to this Section 8(a)(i) as a result of the fixing by the Company of a record date for the distribution of securities exchangeable for or convertible into Class A Multiple Voting Shares, the applicable Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the applicable Exercise Price which would then be in effect based upon the number of Class A Multiple Voting Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

If by the terms of the rights, options, or warrants referred to in this Section 8(a)(ii), there is more than one purchase, conversion or exchange price per Class A Multiple Voting Share, the aggregate price of the total number of additional Class A Multiple Voting Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Class A Multiple Voting Share, as the case may be. Any Class A Multiple Voting Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the applicable Exercise Price occurs pursuant to this Section 8(a)(ii) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants referred to in this Section 8(a)(ii), the applicable Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the applicable Exercise Price which would then be in effect based upon the number of Class A Multiple Voting Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

and if such issue or distribution does not constitute a Class A Multiple Voting Share Reorganization or a Rights Offering (any of such non-excluded events being called a “Special Distribution”), the applicable Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the applicable Exercise Price in effect on the record date for the Special Distribution by a fraction:

Any Class A Multiple Voting Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the applicable Exercise Price occurs pursuant to this Section 8(a)(iii) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants to acquire Class A Multiple Voting Shares or securities exchangeable for or convertible into Class A Multiple Voting Shares referred to in this Section 8(a)(iii), the applicable Exercise Price shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect based upon the number of Class A Multiple Voting Shares issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

(any of such events being called a “Capital Reorganization”), after the effective date of the Capital Reorganization the Holder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of Class A Multiple Voting Shares to which the Holder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Class A Multiple Voting Shares which the Holder was theretofore entitled to purchase or receive upon the exercise of the Warrants. If necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Warrant Certificate with respect to the rights and interests thereafter of the Holder to the end that the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.

provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder upon the occurrence of the event requiring the adjustment, to an adjustment in the applicable Exercise Price or the number of Class A Multiple Voting Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Class A Multiple Voting Shares issuable on the exercise of the Warrants.

As a condition precedent to the taking of any action which would require an adjustment pursuant to Section 8 of this Warrant Certificate, the Company shall take any action which may be necessary in order that the Company has issued and reserved in its authorized capital, and may validly and legally issue as fully paid and non-assessable, all of the Class A Multiple Voting Shares (or other shares and securities, if applicable) which the Holder of the Warrants is entitled to receive on the exercise hereof.

Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of any such loss, theft or destruction, upon delivery of a bond or indemnity satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this Warrant Certificate, the Company will issue to the Holder a new warrant certificate of like tenor, in lieu of this Warrant Certificate, representing the right to subscribe for and purchase the number of Class A Multiple Voting Shares which may be subscribed for and purchased hereunder.

The Holder and the Company acknowledge that the Warrant to Purchase Common Shares of Xanadu Quantum Technologies Inc., dated January 15, 2018, to purchase 22,000 Common Shares in the capital of Xanadu Quantum Technologies Inc. was exchanged for this Warrant Certificate pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario).

Each outstanding Warrant may at any time, at the option of the Holder, be converted into one fully paid and non-assessable warrant to purchase Class B Subordinate Voting Shares, in the following manner:

If at any time the Company is not then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), or similar reporting requirements of applicable securities laws in Canada:

Any information provided to the Holder pursuant to this Section 16 shall be treated as confidential by the Holder and shall not be disclosed by the Holder to any Person, except, subject to applicable law, the Holder may disclose such information (i) to its officers, directors, employees, consultants, advisors, agents and representatives who are informed of the confidential nature of such information and are bound by obligations of confidentiality no less restrictive than those applicable to information of the Holder shared with such persons (whether by written agreement, professional duty, fiduciary obligation or otherwise), (ii) to its partners, members, stockholders or other interest holders in the ordinary course of investment reporting and who are bound by confidentiality obligations with respect to information provided by the Holder, (iii) as required by applicable law, regulation, legal process or governmental request, (iv) to the extent such information becomes publicly available other than as a result of the Holder’s breach of this provision, or (v) with the prior written consent of the Company.

This Warrant Certificate may only be amended with the prior written consent of the Company and the Holder.

If any term or other provision of this Warrant Certificate is invalid, illegal or incapable of being enforced under any applicable law or as a matter of public policy, all other conditions and provisions of this Warrant Certificate shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Company and the Holder shall negotiate in good faith to modify this Warrant Certificate so as to effect the original intent of the Company and the Holder as closely as possible in a mutually acceptable manner in order that the provisions of this Warrant Certificate be consummated as originally contemplated to the greatest extent possible.

This Warrant Certificate shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, irrespective of the choice of laws principles.

Subject only to applicable securities laws, the Warrants represented by this Warrant Certificate are transferable by the Holder. The Warrants represented by this Warrant Certificate may be transferred by the Holder completing and delivering to the Company the transfer form attached hereto as Schedule “C”.

This Warrant Certificate and all of its provisions shall enure to the benefit of the Holder and its permitted assigns and successors and shall be binding upon the Company and its successors and permitted assigns.

All notices, requests, claims, demands and other communications under this Warrant Certificate shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by registered or certified mail (postage prepaid, return receipt requested) or by e-mail to the Holder and the Company at the following addresses (or at such other address as shall be specified in a notice given in accordance with this Section 22):

c/o SVB Financial Trust

9110 Alcosta Blvd, Suite H #3113

San Ramon, CA 94583

USA

E-mail: [***]

Tel: [***]

and with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

USA

Attention: [***]

E-mail: [***]

777 Bay Street, Suite 2400

Toronto, Ontario, M5G 2C8

Canada

Attention: [***]

E-mail: [***]

with a copy (which shall not constitute notice) to:

Osler, Hoskin & Harcourt LLP

100 King Street West, Suite 6200

Toronto, Ontario, M5X 1B8

Attention: [***]

E-mail: [***]

The Company shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the Holder may reasonably require from time to time for the purpose of giving effect to this Warrant Certificate and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Warrant Certificate.

This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Company, Holder and any other party hereto may execute this Warrant by electronic means (including, but not limited to, DocuSign or AdobeSign) and each party hereto recognizes and accepts the use of electronic signatures and records by any other party hereto in connection with the execution and storage hereof. To the extent that this Warrant or any agreement subject to the terms hereof or any amendment hereto is executed, recorded or delivered electronically, it shall be binding to the same extent as though it had been executed on paper with an original ink signature. The fact that this Warrant is executed, signed, stored or delivered electronically shall not prevent the transfer by any Holder of this Warrant or the enforcement of the terms hereof.

[Signature page follows]

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed by a duly authorized signatory effective as of the date first written above.

Signature Page to MVS Warrants

CLASS A MULTIPLE VOTING SHARE PURCHASE WARRANT

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO XANADU QUANTUM TECHNOLOGIES LIMITED (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 26, 2026.

WARRANTS TO PURCHASE CLASS A MULTIPLE VOTING SHARES OF
XANADU QUANTUM TECHNOLOGIES LIMITED

THIS CERTIFIES THAT, for value received, SFTrust Holdings, LLC (the “Holder”) is entitled, at any time prior to the Expiry Time, to purchase, at the applicable Exercise Price, one fully paid, validly issued and non-assessable Class A Multiple Voting Share for each Warrant vested and exercisable under this Warrant Certificate, by surrendering to the Company, at its principal office at 777 Bay Street, Suite 2400, Toronto, Ontario, M5G 2C8, Canada, this Warrant Certificate, together with a Subscription Form, duly completed and executed, and, unless Holder is exercising this Warrant pursuant to a cashless exercise, immediately available funds by wire transfer of lawful money of Canada payable to or to the order of the Company for an amount equal to the applicable Exercise Price multiplied by the number of Class A Multiple Voting Shares subscribed for, on and subject to the terms and conditions set forth below.

Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any Class A Multiple Voting Shares at any time after the Expiry Time, and from and after the Expiry Time, this Warrant Certificate and all rights hereunder shall be void and of no value.

Capitalized terms used in this Warrant Certificate, including the preamble, shall have the following meanings:

“Adjustment Period” means the period commencing on the date hereof and ending at the Expiry Time.

“Affiliate” means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.

“Business Combination” has the meaning ascribed to such term in the Company’s Form F-4.

“Business Combination Closing Date” means the closing date of the Business Combination.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario, Canada are authorized or required by law to close. Any event the scheduled occurrence of which would fall on a day that is not a Business Day shall be deferred until the next succeeding Business Day.

“Capital Reorganization” has the meaning ascribed to such term in Section 8(a)(iv).

“Class A Multiple Voting Share” means a Multiple Voting Share in the capital of the Company or such other shares or other securities into which such Multiple Voting Share is converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time.

“Class B Subordinate Voting Share” means a Subordinate Voting Share in the capital of the Company or such other shares or other securities into which such Subordinate Voting Share is converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time.

“Closing Price Per Class A Multiple Voting Share” shall be: (i) the closing board lot sale price or, if such price is not available, the average of the closing bid and asked prices, for the Class B Subordinate Voting Shares as reported by the securities exchange or national securities quotation system on which such securities are listed or admitted for trading on which the largest number of such securities were traded during the most recently completed calendar year (or for 2026, 2026); (ii) if, for any reason, none of such prices is available on such date or the Class B Subordinate Voting Shares are not listed or admitted to trading on a securities exchange or on a national securities quotation system, the last sale price, or in case no sale takes place on such date, the average of the high bid and low asked prices for such securities in the over-the-counter market, as quoted by any reporting system then in use (as selected by the Board of Directors of the Company); or (iii) if the Class B Subordinate Voting Shares are not listed or admitted to trading as contemplated in clause (i) or (ii), the fair market value as determined by the Board of Directors of the Company in its reasonable good faith judgment and evidenced by minutes of any such meeting of the Board of Directors or unanimous written consent in lieu of such meeting, in each case as certified by the Secretary of the Company or as determined pursuant to a valuation performed by a qualified independent appraiser in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The Closing Price Per Class A Multiple Voting Share shall be expressed in United States dollars and, if initially in Canadian dollars, such amount shall be translated into United States dollars at the U.S. Dollar Equivalent thereof.

“Company” means Xanadu Quantum Technologies Limited, a corporation existing under the laws of the Province of Ontario, and its successors and assigns.

A Person is “controlled” by another Person or other Persons if: (1) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly. by or solely for the benefit of the other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (2) in the case of a Person that is not a company or other body corporate, at least a majority of the participating (equity) and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons; and “controls”, “controlling” and “under common control with” shall be interpreted accordingly.

“Current Market Price” means, at the relevant time of reference, the average of the Closing Price Per Class A Multiple Voting Share for the five Trading Days immediately preceding the relevant record date.

“Exercise Price” means the exercise price specified on Schedule “A”.

“Expiry Time” means 5:00 p.m. (Toronto time) on July 8, 2029.

“Fair Market Value” means the Closing Price Per Class A Multiple Voting Share for the applicable Trading Day immediately before the date on which registered holder of the Warrant exercises such warrants.

“Filing Deadline” means the date that is 30 calendar days after the Business Combination Closing Date.

“Form F-4” means the registration statement on Form F-4 (Registration No. 333-292991) filed with the SEC.

“Members of the Immediate Family” means with respect to any individual, each parent (whether by birth or adoption), spouse, child or other descendants (whether by birth or adoption) of such individual, each spouse of any of the aforementioned Persons, each trust created solely for the benefit of such individual and/or one or more of the aforementioned Persons, and each legal representative of such individual or of any aforementioned Persons (including without limitation a tutor, curator, mandatary due to incapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or a mandate in case of incapacity or similar instrument. For the purposes of this definition, a Person shall be considered the spouse of an individual if such Person is legally married to such individual, lives in a civil union with such individual or is the common law partner (as defined in the Income Tax Act (Canada), as amended from time to time) of such individual. A Person who was the spouse of an individual within the meaning of this paragraph immediately before the death of such individual shall continue to be considered a spouse of such individual after the death of such individual.

“Permitted Holders” means, in respect of a holder of Multiple Voting Shares or Warrants that is an individual, the Members of the Immediate Family of such individual and any Person controlled, directly or indirectly, by any such holder, and in respect of a holder of Multiple Voting Shares or Warrants that is not an individual, an Affiliate of that holder.

“Person” means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company.

“Personal Information Form” means a personal information form on Form 4 as prescribed by the TSX.

“Rights Offering” has the meaning ascribed to such term in Section 8(a)(ii).

“Rights Period” has the meaning ascribed to such term in Section 8(a)(ii).

“Special Distribution” has the meaning ascribed to such term in Section 8(a)(iii).

“Subscription Form” means the form of subscription annexed hereto as Schedule “B”.

“Trading Day” when used with respect to any securities, means a day on which the securities exchange or national securities quotation system on which such securities are listed or admitted to trading on which the largest number of such securities were traded during the most recently completed calendar year (or 2026, with respect to 2026) is open for the transaction of business or, if the securities are not listed or admitted to trading on any securities exchange, a Business Day.

“Transfer” of a Warrant shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such warrant, whether or not for value and whether voluntary or involuntary or by operation of law. A “Transfer” shall also include, without limitation, a transfer of a Warrant to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership), provided, however, that the pledge of a Warrant that creates a mere security interest in such warrant pursuant to a bona fide loan or indebtedness transaction over such pledged warrants the following shall not be considered a “Transfer”; provided, however, that a foreclosure on such Warrant or other similar action by the pledgee shall constitute a “Transfer”.

“TSX” means the Toronto Stock Exchange.

“U.S. Canadian Exchange Rate” shall mean on any date: (a) if on such date the Bank of Canada publishes the daily average exchange rate for such date with a conversion of one Canadian dollar into United States dollars, such rate; (b) in any other case, the rate for such date for the conversion of one Canadian dollar into United States dollars which is calculated in the manner which shall be determined by the Board of Directors of the Company from time to time acting in good faith.

“U.S. Dollar Equivalent” of any amount which is expressed in Canadian dollars shall mean on any day the United States dollar equivalent of such amount determined by reference to the U.S. Canadian Exchange Rate on such date.

“U.S. Person” means “U.S. person” as defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

“U.S. Securities Act” means United States Securities Act of 1933, as amended.

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

“Warrants” means the Class A Multiple Voting Share purchase warrants represented by this Warrant Certificate.

This Warrant automatically exercises on a “cashless basis” (i) upon expiration: or (ii) in connection with a sale transaction involving consideration in the form of cash or marketable securities, in each case provided that the Warrant is in-the-money. Notwithstanding the foregoing, Holders shall be entitled to receive consideration as set forth in Section 8(d).

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO XANADU QUANTUM TECHNOLOGIES LIMITED (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER IF AVAILABLE OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided that, if any such Warrants and any Class A Multiple Voting Shares issued on exercise of Warrants are being sold outside the United States in accordance with Rule 903 or 904 of Regulation S under the Securities Act, if available, and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Company’s registrar and the Warrant agent (if any) to the effect set forth in Schedule “B” hereto together with such documentation as the Company, the Company’s registrar or Warrant agent (if any)_may reasonably request; provided, further, that, if any securities are being sold pursuant to Rule 144 under the U.S. Securities Act or with the prior written consent of the Company pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, the legend may be removed by delivery to the Company, the Company’s registrar and to the Warrant agent (if any) of an opinion of counsel, of recognized standing satisfactory in form and substance to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws and provided, further, that if any such Class B Subordinate Voting Shares issuable on conversion of the Class A Multiple Voting Shares are being sold pursuant to an effective registration statement under the U.S. Securities Act (including the Resale Registration Statement (as defined below)), the legend may be removed in accordance with the provisions of Section 9.

“THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

Subject to Section 2, the Warrants may be exercised in whole or in part at any time and from time to time prior to the Expiry Time. After the Expiry Time, all rights under any outstanding Warrants evidenced hereby, in respect of which the rights of subscription and purchase herein provided for shall not have been exercised or deemed to have been exercised pursuant to Section 3(b), shall wholly cease and terminate and such Warrants shall be void and of no value or effect.

No fractional Class A Multiple Voting Shares will be issuable upon any exercise of the Warrants, and the Holder will not be entitled to any cash payment or compensation in lieu of a fractional Class A Multiple Voting Share. For greater certainty, if any fractional interest in a Class A Multiple Voting Share or Warrant would, except for the provisions of this Section 5, be deliverable upon the exercise of this Warrant Certificate, such exercise will be deemed to be for the next smallest whole number of Class A Multiple Voting Shares or Warrants.

The holding of the Warrants shall not constitute the Holder a shareholder of the Company nor entitle the Holder to any right or interest in respect thereof, except as expressly provided in this Warrant Certificate.

The Company covenants and agrees as follows:

8. Anti-Dilution Protection

(any of such events in subsections (A), (B), (C) and (D) above being called a “Class A Multiple Voting Share Reorganization”), the applicable Exercise Price shall be adjusted on the earlier of the record date on which holders of Class A Multiple Voting Shares are determined for the purposes of the Class A Multiple Voting Share Reorganization and the effective date of the Class A Multiple Voting Share Reorganization to the amount determined by multiplying the applicable Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

To the extent that any adjustment in the applicable Exercise Price occurs pursuant to this Section 8(a)(i) as a result of the fixing by the Company of a record date for the distribution of securities exchangeable for or convertible into Class A Multiple Voting Shares, the applicable Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the applicable Exercise Price which would then be in effect based upon the number of Class A Multiple Voting Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

If by the terms of the rights, options, or warrants referred to in this Section 8(a)(ii), there is more than one purchase, conversion or exchange price per Class A Multiple Voting Share, the aggregate price of the total number of additional Class A Multiple Voting Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Class A Multiple Voting Share, as the case may be. Any Class A Multiple Voting Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the applicable Exercise Price occurs pursuant to this Section 8(a)(ii) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants referred to in this Section 8(a)(ii), the applicable Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the applicable Exercise Price which would then be in effect based upon the number of Class A Multiple Voting Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

and if such issue or distribution does not constitute a Class A Multiple Voting Share Reorganization or a Rights Offering (any of such non-excluded events being called a “Special Distribution”), the applicable Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the applicable Exercise Price in effect on the record date for the Special Distribution by a fraction:

Any Class A Multiple Voting Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the applicable Exercise Price occurs pursuant to this Section 8(a)(iii) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants to acquire Class A Multiple Voting Shares or securities exchangeable for or convertible into Class A Multiple Voting Shares referred to in this Section 8(a)(iii), the applicable Exercise Price shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect based upon the number of Class A Multiple Voting Shares issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

(any of such events being called a “Capital Reorganization”), after the effective date of the Capital Reorganization the Holder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of Class A Multiple Voting Shares to which the Holder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Class A Multiple Voting Shares which the Holder was theretofore entitled to purchase or receive upon the exercise of the Warrants. If necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Warrant Certificate with respect to the rights and interests thereafter of the Holder to the end that the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.

provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder upon the occurrence of the event requiring the adjustment, to an adjustment in the applicable Exercise Price or the number of Class A Multiple Voting Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Class A Multiple Voting Shares issuable on the exercise of the Warrants.

As a condition precedent to the taking of any action which would require an adjustment pursuant to Section 8 of this Warrant Certificate, the Company shall take any action which may be necessary in order that the Company has issued and reserved in its authorized capital, and may validly and legally issue as fully paid and non-assessable, all of the Class A Multiple Voting Shares (or other shares and securities, if applicable) which the Holder of the Warrants is entitled to receive on the exercise hereof.

Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of any such loss, theft or destruction, upon delivery of a bond or indemnity satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this Warrant Certificate, the Company will issue to the Holder a new warrant certificate of like tenor, in lieu of this Warrant Certificate, representing the right to subscribe for and purchase the number of Class A Multiple Voting Shares which may be subscribed for and purchased hereunder.

The Holder and the Company acknowledge that the Warrant to Purchase Common Shares of Xanadu Quantum Technologies Inc., dated July 8, 2019, to purchase 12,000 Common Shares in the capital of Xanadu Quantum Technologies Inc. was exchanged for this Warrant Certificate pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario).

Each outstanding Warrant may at any time, at the option of the Holder, be converted into one fully paid and non-assessable warrant to purchase Class B Subordinate Voting Shares, in the following manner:

Subordinate Voting Shares resulting therefrom shall be registered in the name of the Holder, subject to payment by the Holder of any stock transfer or other applicable taxes and compliance with any other reasonable requirements of the Company in respect of such transfer, in such name or names as such Holder may direct in writing. Upon receipt of such notice and certificate or certificates (or scanned copies thereof transmitted via electronic mail as set forth in Section 3(a) above) and, as applicable, compliance with such other requirements, the Company shall, at its expense, effective as of the date of such receipt and, as applicable, compliance, remove or cause the removal of such holder from the register of holders in respect of the Warrants for which the conversion privilege is being exercised, add or cause the addition of the holder (or any Person or Persons in whose name or names such converting holder shall have directed the resulting warrants to purchase Class B Subordinate Voting Shares to be registered) to the register of holders in respect of the resulting warrants to purchase Class B Subordinate Voting Shares, cancel or cause the cancellation of the certificate or certificates representing such Warrants and issue or cause the issuance of a certificate or certificates representing the warrants to purchase Class B Subordinate Voting Shares issued upon the conversion of such Warrants, or the equivalent in any non-certificated inventory system administered by any applicable depository or transfer agent of the Company. If less than all of the Warrants represented by any certificate are to be converted, the Holder shall be entitled to receive a new certificate representing the Warrants represented by the original certificate which are not converted.

If at any time the Company is not then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), or similar reporting requirements of applicable securities laws in Canada:

Any information provided to the Holder pursuant to this Section 16 shall be treated as confidential by the Holder and shall not be disclosed by the Holder to any Person, except, subject to applicable law, the Holder may disclose such information (i) to its officers, directors, employees, consultants, advisors, agents and representatives who are informed of the confidential nature of such information and are bound by obligations of confidentiality no less restrictive than those applicable to information of the Holder shared with such persons (whether by written agreement, professional duty, fiduciary obligation or otherwise), (ii) to its partners, members, stockholders or other interest holders in the ordinary course of investment reporting and who are bound by confidentiality obligations with respect to information provided by the Holder, (iii) as required by applicable law, regulation, legal process or governmental request, (iv) to the extent such information becomes publicly available other than as a result of the Holder’s breach of this provision, or (v) with the prior written consent of the Company.

This Warrant Certificate may only be amended with the prior written consent of the Company and the Holder.

If any term or other provision of this Warrant Certificate is invalid, illegal or incapable of being enforced under any applicable law or as a matter of public policy, all other conditions and provisions of this Warrant Certificate shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Company and the Holder shall negotiate in good faith to modify this Warrant Certificate so as to effect the original intent of the Company and the Holder as closely as possible in a mutually acceptable manner in order that the provisions of this Warrant Certificate be consummated as originally contemplated to the greatest extent possible.

This Warrant Certificate shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, irrespective of the choice of laws principles.

Subject only to applicable securities laws, the Warrants represented by this Warrant Certificate are transferable by the Holder. The Warrants represented by this Warrant Certificate may be transferred by the Holder completing and delivering to the Company the transfer form attached hereto as Schedule “C”.

This Warrant Certificate and all of its provisions shall enure to the benefit of the Holder and its permitted assigns and successors and shall be binding upon the Company and its successors and permitted assigns.

All notices, requests, claims, demands and other communications under this Warrant Certificate shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by registered or certified mail (postage prepaid, return receipt requested) or by e-mail to the Holder and the Company at the following addresses (or at such other address as shall be specified in a notice given in accordance with this Section 22):

c/o SVB Financial Trust

9110 Alcosta Blvd, Suite H #3113

San Ramon, CA 94583

USA

E-mail: [***]

Tel: [***]

and with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

USA

Attention: [***]

E-mail: [***]

777 Bay Street, Suite 2400

Toronto, Ontario, M5G 2C8

Canada

Attention: [***]

E-mail: [***]

with a copy (which shall not constitute notice) to:

Osler, Hoskin & Harcourt LLP

100 King Street West, Suite 6200

Toronto, Ontario, M5X 1B8

Canada

Attention: [***]

E-mail: [***]

The Company shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the Holder may reasonably require from time to time for the purpose of giving effect to this Warrant Certificate and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Warrant Certificate.

This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Company, Holder and any other party hereto may execute this Warrant by electronic means (including, but not limited to, DocuSign or AdobeSign) and each party hereto recognizes and accepts the use of electronic signatures and records by any other party hereto in connection with the execution and storage hereof. To the extent that this Warrant or any agreement subject to the terms hereof or any amendment hereto is executed, recorded or delivered electronically, it shall be binding to the same extent as though it had been executed on paper with an original ink signature. The fact that this Warrant is executed, signed, stored or delivered electronically shall not prevent the transfer by any Holder of this Warrant or the enforcement of the terms hereof.

All dollar amounts referred to in this Warrant Certificate are in United States dollars. 

[Signature page follows]

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed by a duly authorized signatory effective as of the date first written above.

Signature Page to MVS Warrants

CLASS A MULTIPLE VOTING SHARE PURCHASE WARRANT

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO XANADU QUANTUM TECHNOLOGIES LIMITED (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE, OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE, IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 26, 2026.

WARRANTS TO PURCHASE CLASS A MULTIPLE VOTING SHARES OF
XANADU QUANTUM TECHNOLOGIES LIMITED

THIS CERTIFIES THAT, for value received, SFTrust Holdings, LLC (the “Holder”) is entitled, at any time prior to the Expiry Time, to purchase, at the applicable Exercise Price, one fully paid, validly issued and non-assessable Class A Multiple Voting Share for each Warrant vested and exercisable under this Warrant Certificate, by surrendering to the Company, at its principal office at 777 Bay Street, Suite 2400, Toronto, Ontario, M5G 2C8, Canada, this Warrant Certificate, together with a Subscription Form, duly completed and executed, and, unless Holder is exercising this Warrant pursuant to a cashless exercise, immediately available funds by wire transfer of lawful money of Canada payable to or to the order of the Company for an amount equal to the applicable Exercise Price multiplied by the number of Class A Multiple Voting Shares subscribed for, on and subject to the terms and conditions set forth below.

Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase any Class A Multiple Voting Shares at any time after the Expiry Time, and from and after the Expiry Time, this Warrant Certificate and all rights hereunder shall be void and of no value.

Capitalized terms used in this Warrant Certificate, including the preamble, shall have the following meanings:

“Adjustment Period” means the period commencing on the date hereof and ending at the Expiry Time.

“Affiliate” means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.

“Business Combination” has the meaning ascribed to such term in the Company’s Form F-4.

“Business Combination Closing Date” means the closing date of the Business Combination.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario, Canada are authorized or required by law to close. Any event the scheduled occurrence of which would fall on a day that is not a Business Day shall be deferred until the next succeeding Business Day.

“Capital Reorganization” has the meaning ascribed to such term in Section 8(a)(iv).

“Class A Multiple Voting Share” means a Multiple Voting Share in the capital of the Company or such other shares or other securities into which such Multiple Voting Share is converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time.

“Class B Subordinate Voting Share” means a Subordinate Voting Share in the capital of the Company or such other shares or other securities into which such Subordinate Voting Share is converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time.

“Closing Price Per Class A Multiple Voting Share” shall be: (i) the closing board lot sale price or, if such price is not available, the average of the closing bid and asked prices, for the Class B Subordinate Voting Shares as reported by the securities exchange or national securities quotation system on which such securities are listed or admitted for trading on which the largest number of such securities were traded during the most recently completed calendar year (or for 2026, 2026); (ii) if, for any reason, none of such prices is available on such date or the Class B Subordinate Voting Shares are not listed or admitted to trading on a securities exchange or on a national securities quotation system, the last sale price, or in case no sale takes place on such date, the average of the high bid and low asked prices for such securities in the over-the-counter market, as quoted by any reporting system then in use (as selected by the Board of Directors of the Company); or (iii) if the Class B Subordinate Voting Shares are not listed or admitted to trading as contemplated in clause (i) or (ii), the fair market value as determined by the Board of Directors of the Company in its reasonable good faith judgment and evidenced by minutes of any such meeting of the Board of Directors or unanimous written consent in lieu of such meeting, in each case as certified by the Secretary of the Company or as determined pursuant to a valuation performed by a qualified independent appraiser in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The Closing Price Per Class A Multiple Voting Share shall be expressed in United States dollars and, if initially in Canadian dollars, such amount shall be translated into United States dollars at the U.S. Dollar Equivalent thereof.

“Company” means Xanadu Quantum Technologies Limited, a corporation existing under the laws of the Province of Ontario, and its successors and assigns.

A Person is “controlled” by another Person or other Persons if: (1) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly. by or solely for the benefit of the other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (2) in the case of a Person that is not a company or other body corporate, at least a majority of the participating (equity) and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons; and “controls”, “controlling” and “under common control with” shall be interpreted accordingly.

“Current Market Price” means, at the relevant time of reference, the average of the Closing Price Per Class A Multiple Voting Share for the five Trading Days immediately preceding the relevant record date.

“Exercise Price” means the exercise price specified on Schedule “A”.

“Expiry Time” means 5:00 p.m. (Toronto time) on October 21, 2033.

“Fair Market Value” means the Closing Price Per Class A Multiple Voting Share for the applicable Trading Day immediately before the date on which registered holder of the Warrant exercises such warrants.

“Filing Deadline” means the date that is 30 calendar days after the Business Combination Closing Date.

“Form F-4” means the registration statement on Form F-4 (Registration No. 333-292991) filed with the SEC.

“Members of the Immediate Family” means with respect to any individual, each parent (whether by birth or adoption), spouse, child or other descendants (whether by birth or adoption) of such individual, each spouse of any of the aforementioned Persons, each trust created solely for the benefit of such individual and/or one or more of the aforementioned Persons, and each legal representative of such individual or of any aforementioned Persons (including without limitation a tutor, curator, mandatary due to incapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or a mandate in case of incapacity or similar instrument. For the purposes of this definition, a Person shall be considered the spouse of an individual if such Person is legally married to such individual, lives in a civil union with such individual or is the common law partner (as defined in the Income Tax Act (Canada), as amended from time to time) of such individual. A Person who was the spouse of an individual within the meaning of this paragraph immediately before the death of such individual shall continue to be considered a spouse of such individual after the death of such individual.

“Permitted Holders” means, in respect of a holder of Multiple Voting Shares or Warrants that is an individual, the Members of the Immediate Family of such individual and any Person controlled, directly or indirectly, by any such holder, and in respect of a holder of Multiple Voting Shares or Warrants that is not an individual, an Affiliate of that holder.

“Person” means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company.

“Personal Information Form” means a personal information form on Form 4 as prescribed by the TSX.

“Rights Offering” has the meaning ascribed to such term in Section 8(a)(ii).

“Rights Period” has the meaning ascribed to such term in Section 8(a)(ii).

“Special Distribution” has the meaning ascribed to such term in Section 8(a)(iii).

“Subscription Form” means the form of subscription annexed hereto as Schedule “B”.

“Trading Day” when used with respect to any securities, means a day on which the securities exchange or national securities quotation system on which such securities are listed or admitted to trading on which the largest number of such securities were traded during the most recently completed calendar year (or 2026, with respect to 2026) is open for the transaction of business or, if the securities are not listed or admitted to trading on any securities exchange, a Business Day.

“Transfer” of a Warrant shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such warrant, whether or not for value and whether voluntary or involuntary or by operation of law. A “Transfer” shall also include, without limitation, a transfer of a Warrant to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership), provided, however, that the pledge of a Warrant that creates a mere security interest in such warrant pursuant to a bona fide loan or indebtedness transaction over such pledged warrants the following shall not be considered a “Transfer”; provided, however, that a foreclosure on such Warrant or other similar action by the pledgee shall constitute a “Transfer”.

“TSX” means the Toronto Stock Exchange.

“U.S. Canadian Exchange Rate” shall mean on any date: (a) if on such date the Bank of Canada publishes the daily average exchange rate for such date with a conversion of one Canadian dollar into United States dollars, such rate; (b) in any other case, the rate for such date for the conversion of one Canadian dollar into United States dollars which is calculated in the manner which shall be determined by the Board of Directors of the Company from time to time acting in good faith.

“U.S. Dollar Equivalent” of any amount which is expressed in Canadian dollars shall mean on any day the United States dollar equivalent of such amount determined by reference to the U.S. Canadian Exchange Rate on such date.

“U.S. Person” means “U.S. person” as defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

“U.S. Securities Act” means United States Securities Act of 1933, as amended.

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

“Warrants” means the Class A Multiple Voting Share purchase warrants represented by this Warrant Certificate.

This Warrant automatically exercises on a “cashless basis” (i) upon expiration: or (ii) in connection with a sale transaction involving consideration in the form of cash or marketable securities, in each case provided that the Warrant is in-the-money. Notwithstanding the foregoing, Holders shall be entitled to receive consideration as set forth in Section 8(d).

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO XANADU QUANTUM TECHNOLOGIES LIMITED (THE “COMPANY”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER IF AVAILABLE OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

provided that, if any such Warrants and any Class A Multiple Voting Shares issued on exercise of Warrants are being sold outside the United States in accordance with Rule 903 or 904 of Regulation S under the Securities Act, if available, and in compliance with applicable local securities laws and regulations, the legend set forth above may be removed by providing a declaration to the Company’s registrar and the Warrant agent (if any) to the effect set forth in Schedule “B” hereto together with such documentation as the Company, the Company’s registrar or Warrant agent (if any)_may reasonably request; provided, further, that, if any securities are being sold pursuant to Rule 144 under the U.S. Securities Act or with the prior written consent of the Company pursuant to another exemption from registration under the U.S. Securities Act and applicable state securities laws, the legend may be removed by delivery to the Company, the Company’s registrar and to the Warrant agent (if any) of an opinion of counsel, of recognized standing satisfactory in form and substance to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws and provided, further, that if any such Class B Subordinate Voting Shares issuable on conversion of the Class A Multiple Voting Shares are being sold pursuant to an effective registration statement under the U.S. Securities Act (including the Resale Registration Statement (as defined below)), the legend may be removed in accordance with the provisions of Section 9.

“THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”

Subject to Section 2, the Warrants may be exercised in whole or in part at any time and from time to time prior to the Expiry Time. After the Expiry Time, all rights under any outstanding Warrants evidenced hereby, in respect of which the rights of subscription and purchase herein provided for shall not have been exercised or deemed to have been exercised pursuant to Section 3(b), shall wholly cease and terminate and such Warrants shall be void and of no value or effect.

No fractional Class A Multiple Voting Shares will be issuable upon any exercise of the Warrants, and the Holder will not be entitled to any cash payment or compensation in lieu of a fractional Class A Multiple Voting Share. For greater certainty, if any fractional interest in a Class A Multiple Voting Share or Warrant would, except for the provisions of this Section 5, be deliverable upon the exercise of this Warrant Certificate, such exercise will be deemed to be for the next smallest whole number of Class A Multiple Voting Shares or Warrants.

The holding of the Warrants shall not constitute the Holder a shareholder of the Company nor entitle the Holder to any right or interest in respect thereof, except as expressly provided in this Warrant Certificate.

The Company covenants and agrees as follows:

8. Anti-Dilution Protection

(any of such events in subsections (A), (B), (C) and (D) above being called a “Class A Multiple Voting Share Reorganization”), the applicable Exercise Price shall be adjusted on the earlier of the record date on which holders of Class A Multiple Voting Shares are determined for the purposes of the Class A Multiple Voting Share Reorganization and the effective date of the Class A Multiple Voting Share Reorganization to the amount determined by multiplying the applicable Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

To the extent that any adjustment in the applicable Exercise Price occurs pursuant to this Section 8(a)(i) as a result of the fixing by the Company of a record date for the distribution of securities exchangeable for or convertible into Class A Multiple Voting Shares, the applicable Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the applicable Exercise Price which would then be in effect based upon the number of Class A Multiple Voting Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

If by the terms of the rights, options, or warrants referred to in this Section 8(a)(ii), there is more than one purchase, conversion or exchange price per Class A Multiple Voting Share, the aggregate price of the total number of additional Class A Multiple Voting Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Class A Multiple Voting Share, as the case may be. Any Class A Multiple Voting Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the applicable Exercise Price occurs pursuant to this Section 8(a)(ii) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants referred to in this Section 8(a)(ii), the applicable Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the applicable Exercise Price which would then be in effect based upon the number of Class A Multiple Voting Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

and if such issue or distribution does not constitute a Class A Multiple Voting Share Reorganization or a Rights Offering (any of such non-excluded events being called a “Special Distribution”), the applicable Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the applicable Exercise Price in effect on the record date for the Special Distribution by a fraction:

Any Class A Multiple Voting Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the applicable Exercise Price occurs pursuant to this Section 8(a)(iii) as a result of the fixing by the Company of a record date for the issue or distribution of rights, options or warrants to acquire Class A Multiple Voting Shares or securities exchangeable for or convertible into Class A Multiple Voting Shares referred to in this Section 8(a)(iii), the applicable Exercise Price shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect based upon the number of Class A Multiple Voting Shares issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

(any of such events being called a “Capital Reorganization”), after the effective date of the Capital Reorganization the Holder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants, in lieu of the number of Class A Multiple Voting Shares to which the Holder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Class A Multiple Voting Shares which the Holder was theretofore entitled to purchase or receive upon the exercise of the Warrants. If necessary, as a result of any such Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Warrant Certificate with respect to the rights and interests thereafter of the Holder to the end that the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.

provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder upon the occurrence of the event requiring the adjustment, to an adjustment in the applicable Exercise Price or the number of Class A Multiple Voting Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Class A Multiple Voting Shares issuable on the exercise of the Warrants.

As a condition precedent to the taking of any action which would require an adjustment pursuant to Section 8 of this Warrant Certificate, the Company shall take any action which may be necessary in order that the Company has issued and reserved in its authorized capital, and may validly and legally issue as fully paid and non-assessable, all of the Class A Multiple Voting Shares (or other shares and securities, if applicable) which the Holder of the Warrants is entitled to receive on the exercise hereof.

Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and, in the case of any such loss, theft or destruction, upon delivery of a bond or indemnity satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this Warrant Certificate, the Company will issue to the Holder a new warrant certificate of like tenor, in lieu of this Warrant Certificate, representing the right to subscribe for and purchase the number of Class A Multiple Voting Shares which may be subscribed for and purchased hereunder.

The Holder and the Company acknowledge that the Warrant to Purchase Common Shares of Xanadu Quantum Technologies Inc., dated October 21, 2021, to purchase 12,082 Common Shares in the capital of Xanadu Quantum Technologies Inc. was exchanged for this Warrant Certificate pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario).

Each outstanding Warrant may at any time, at the option of the Holder, be converted into one fully paid and non-assessable warrant to purchase Class B Subordinate Voting Shares, in the following manner:

Subordinate Voting Shares resulting therefrom shall be registered in the name of the Holder, subject to payment by the Holder of any stock transfer or other applicable taxes and compliance with any other reasonable requirements of the Company in respect of such transfer, in such name or names as such Holder may direct in writing. Upon receipt of such notice and certificate or certificates (or scanned copies thereof transmitted via electronic mail as set forth in Section 3(a) above) and, as applicable, compliance with such other requirements, the Company shall, at its expense, effective as of the date of such receipt and, as applicable, compliance, remove or cause the removal of such holder from the register of holders in respect of the Warrants for which the conversion privilege is being exercised, add or cause the addition of the holder (or any Person or Persons in whose name or names such converting holder shall have directed the resulting warrants to purchase Class B Subordinate Voting Shares to be registered) to the register of holders in respect of the resulting warrants to purchase Class B Subordinate Voting Shares, cancel or cause the cancellation of the certificate or certificates representing such Warrants and issue or cause the issuance of a certificate or certificates representing the warrants to purchase Class B Subordinate Voting Shares issued upon the conversion of such Warrants, or the equivalent in any non-certificated inventory system administered by any applicable depository or transfer agent of the Company. If less than all of the Warrants represented by any certificate are to be converted, the Holder shall be entitled to receive a new certificate representing the Warrants represented by the original certificate which are not converted.

If at any time the Company is not then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), or similar reporting requirements of applicable securities laws in Canada:

Any information provided to the Holder pursuant to this Section 16 shall be treated as confidential by the Holder and shall not be disclosed by the Holder to any Person, except, subject to applicable law, the Holder may disclose such information (i) to its officers, directors, employees, consultants, advisors, agents and representatives who are informed of the confidential nature of such information and are bound by obligations of confidentiality no less restrictive than those applicable to information of the Holder shared with such persons (whether by written agreement, professional duty, fiduciary obligation or otherwise), (ii) to its partners, members, stockholders or other interest holders in the ordinary course of investment reporting and who are bound by confidentiality obligations with respect to information provided by the Holder, (iii) as required by applicable law, regulation, legal process or governmental request, (iv) to the extent such information becomes publicly available other than as a result of the Holder’s breach of this provision, or (v) with the prior written consent of the Company.

This Warrant Certificate may only be amended with the prior written consent of the Company and the Holder.

If any term or other provision of this Warrant Certificate is invalid, illegal or incapable of being enforced under any applicable law or as a matter of public policy, all other conditions and provisions of this Warrant Certificate shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Company and the Holder shall negotiate in good faith to modify this Warrant Certificate so as to effect the original intent of the Company and the Holder as closely as possible in a mutually acceptable manner in order that the provisions of this Warrant Certificate be consummated as originally contemplated to the greatest extent possible.

This Warrant Certificate shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, irrespective of the choice of laws principles.

Subject only to applicable securities laws, the Warrants represented by this Warrant Certificate are transferable by the Holder. The Warrants represented by this Warrant Certificate may be transferred by the Holder completing and delivering to the Company the transfer form attached hereto as Schedule “C”.

This Warrant Certificate and all of its provisions shall enure to the benefit of the Holder and its permitted assigns and successors and shall be binding upon the Company and its successors and permitted assigns.

All notices, requests, claims, demands and other communications under this Warrant Certificate shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by registered or certified mail (postage prepaid, return receipt requested) or by e-mail to the Holder and the Company at the following addresses (or at such other address as shall be specified in a notice given in accordance with this Section 22):

c/o SVB Financial Trust

9110 Alcosta Blvd, Suite H #3113

San Ramon, CA 94583

USA

E-mail: [***]

Tel: [***]

and with a copy (which shall not constitute notice) to:

Davis Polk & Wardell LLP

450 Lexington Avenue

New York, NY 10017

USA

Attention: [***]

E-mail: [***]

777 Bay Street, Suite 2400

Toronto, Ontario, M5G 2C8

Canada

Attention: [***]

E-mail: [***]

with a copy (which shall not constitute notice) to:

Osler, Hoskin & Harcourt LLP

100 King Street West, Suite 6200

Toronto, Ontario, M5X 1B8

Canada

Attention: [***]

E-mail: [***]

The Company shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the Holder may reasonably require from time to time for the purpose of giving effect to this Warrant Certificate and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Warrant Certificate.

This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Company, Holder and any other party hereto may execute this Warrant by electronic means (including, but not limited to, DocuSign or AdobeSign) and each party hereto recognizes and accepts the use of electronic signatures and records by any other party hereto in connection with the execution and storage hereof. To the extent that this Warrant or any agreement subject to the terms hereof or any amendment hereto is executed, recorded or delivered electronically, it shall be binding to the same extent as though it had been executed on paper with an original ink signature. The fact that this Warrant is executed, signed, stored or delivered electronically shall not prevent the transfer by any Holder of this Warrant or the enforcement of the terms hereof.

All dollar amounts referred to in this Warrant Certificate are in United States dollars. 

[Signature page follows]

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed by a duly authorized signatory effective as of the date first written above.

Signature Page to MVS Warrants