Company Shareholder. EXECUTED by ARQIT LIMITED acting by Dxxxx Xxxxxxxx, a director as attorney for DXXXX XXXXXXXX under a power of attorney dated 26 April 2021 /s/ Dxxxx Xxxxxxxx Director
Company Shareholder. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx
Company Shareholder. (i) Understand the meaning of “restricted securities” under SEC Rule 144, knows that they are not freely tradeable and acknowledges that Parent Common Stock being received under the Merger comprises “restricted securities,” without any obligation on the part of Parent to register the resale of such Parent Common Stock;
Company Shareholder. Company Shareholder: (i) has all requisite corporate power and authority to enter into, execute, deliver and perform his obligations under this Agreement, and this Agreement has been duly and validly executed and delivered by him and is the valid and binding legal obligation of Company Shareholder enforceable against him in accordance with its terms, subject to bankruptcy, moratorium, principles of equity and other limitations limiting the rights of creditors generally; (ii) is the lawful owner of 100% of the outstanding Company Common Stock, free and clear of any lien or encumbrance of any type or nature whatsoever; (iii) is an “accredited investor” as defined in United States Securities and Exchange Commission (the “SEC”) Rule 506 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and understands the meaning of the term “accredited investor”; (iv) has had access to all filings of Parent in the Xxxxx Archives of the SEC; (v) has had the opportunity to ask questions of the directors and executive officers of Parent regarding Parent, and to the extent Company Shareholder utilized this opportunity, all questions asked by him have been answered to his total satisfaction; (vi) is acquiring Parent Common Stock for “investment purposes” and knows and understands the meaning of this term; (vii) understands that Parent Common Stock he will receive as Merger Consideration hereunder comprise “restricted securities” as defined in SEC Rule 144, and that the resale of such shares of Parent Common Stock will be required to be registered with the SEC and sold by him under an “effective” registration statement filed with the SEC and a resale prospectus or in full compliance with SEC Rule 144 as currently in effect or as amended from time to time or another available exemption from registration under the Securities Act, and that as a result thereof, an investment in Parent Common Stock is illiquid, and Company Shareholder may be required to hold these shares of Parent Common Stock for a long period of time, to or including in excess of one (1) year from the Closing and the filing of an 8-K Current Report that includes all audited and reviewed financial statements of Company prior to any sale or disposition of these shares; and (viii) is fully capable of assuming the risk of loss of any investment in Parent resulting from the Closing of the Merger or otherwise.
Company Shareholder. The Company Shareholder represents and warrants to the Buyer and the Parent that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing.
Company Shareholder. EXECUTED by D2BW LIMITED acting by Dxxxx Xxxxxxxx, a director /s/ Dxxxx Xxxxxxxx Director
Company Shareholder. EXECUTED by ARQIT LIMITED acting by Dxxxx Xxxxxxxx, a director as attorney for TXXXXX XXXXXX under a power of attorney dated 26 April 2021 /s/ Dxxxx Xxxxxxxx Director Exhibit A FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is entered into as of [ • ], 2021, by and among (i) Arqit Quantum Inc., a company incorporated in the Cayman Islands (the “Company”), (ii) the parties listed on Schedule A hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”), and, for the limited purpose set forth in Section 5.5 of this Agreement, (iii) Centricus Acquisition Corp., a Cayman Islands exempted company (“Centricus”). Certain capitalized terms used and not otherwise defined herein are defined in Article 1 hereof.
Company Shareholder. EVERIX INVESTMENTS LIMITED By: /s/ Nicolas Gerkotis Name: Nicolas Gerkotis Title: Director
Company Shareholder. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Company Shareholder: By: /s/ Xxxxx Gertsovskiy Name: Xxxxx Gertsovskiy
Company Shareholder. By: /s/ Andrey Chirskiy Name: Andrey Chirskiy Company Shareholder: By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx
