UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONArqit Quantum Inc. • September 10th, 2021 • Services-prepackaged software
Pursuant to the Business Combination Agreement dated May 12, 2021 (the “Business Combination Agreement”) by and among Arqit Quantum Inc. (the “Company”), Centricus Acquisition Corp. (“Centricus”), Centricus Heritage LLC, a Cayman Islands limited liability company, solely in its capacity as Centricus’ representative (the “Sponsor”), Arqit Limited, a company limited by shares incorporated in England, David John Williams, solely in his capacity as the Company Shareholders representative, and the shareholders of the Company party thereto: (i) on September 2, 2021, Centricus merged into the Company (the “Merger”), with the Company surviving the merger, and the security holders of Centricus (other than security holders of Centricus electing to redeem their Centricus ordinary shares) became security holders of the Company, and (ii) on September 3, 2021, the Company acquired of all of the issued and outstanding share capital of Arqit Limited from the shareholders of Arqit Limited in exchange f
Form of Director and Officer Indemnification AgreementIndemnification Agreement • September 10th, 2021 • Arqit Quantum Inc. • Services-prepackaged software
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ______________, 2021, by and between Arqit Quantum Inc., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
FORM OF LOCK-UP AGREEMENT (SPONSOR)Lock-Up Agreement • September 10th, 2021 • Arqit Quantum Inc. • Services-prepackaged software • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2021 between (i) Arqit Quantum Inc., a Cayman Islands exempted limited liability company (“Pubco”) and (ii) the undersigned (the “Holder”). Pubco and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • September 10th, 2021 • Arqit Quantum Inc. • Services-prepackaged software • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of September 2, 2021, by and among Centricus Acquisition Corp., an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Arqit Quantum Inc., a Cayman Islands exempted limited liability company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 2021 • Arqit Quantum Inc. • Services-prepackaged software • Delaware
This Registration Rights Agreement is entered into as of 3 September 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 Centricus Heritage LLC, a Cayman Islands limited liability company (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.
