PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT Arqit Quantum Inc.Arqit Quantum Inc. • September 11th, 2023 • Services-prepackaged software
THIS PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 8, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arqit Quantum Inc., a Cayman Islands exempted company (the “Company”), up to ______ ordinary shares, $0.0001 par value each (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC dated as of August 30, 2023.
WARRANT AGREEMENT CENTRICUS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 3, 2021Warrant Agreement • May 28th, 2021 • Arqit Quantum Inc. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 3, 2021, is by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 11th, 2023 • Arqit Quantum Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2023, between Arqit Quantum Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
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”).
AT THE MARKET OFFERING AGREEMENT December 14, 2022Market Offering Agreement • December 14th, 2022 • Arqit Quantum Inc. • Services-prepackaged software • New York
Arqit Quantum Inc., a Cayman Islands corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2024 • Arqit Quantum Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 29, 2024, between Arqit Quantum Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF AMENDED AND RESTATED LOCK-UP AGREEMENTLock-Up Agreement • October 8th, 2021 • Arqit Quantum Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 4, 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.
ContractPrice Contract • July 9th, 2021 • Arqit Quantum Inc. • Services-prepackaged software • London
Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT)Assignment, Assumption and Amendment Agreement • July 9th, 2021 • Arqit Quantum Inc. • Services-prepackaged software • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [ ● ], 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”).
Form of Rollover Option Agreement Relating to the grant of an EMI option to acquire shares in ArQit Quantum Inc. between ArQit Limited ArQit Quantum Inc. and [Name of Optionholder (A)] White & Case LLP 5 Old Broad Street London EC2N 1DWRollover Option Agreement • December 16th, 2021 • Arqit Quantum Inc. • Services-prepackaged software • England and Wales
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 28th, 2021 • Arqit Quantum Inc. • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on May [ • ], 2021, by and among Arqit Quantum Inc., a Cayman Islands exempted limited liability company (the “Issuer”), Centricus Acquisition Corp., a Cayman Islands exempted limited liability company (“CAC”), and the undersigned (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).s
Form of Rollover Option Agreement Relating to the grant of an option to acquire shares in ArQit Quantum Inc. between ArQit Limited ArQit Quantum Inc. and [Name of optionholder (A)]Arqit Quantum Inc. • December 16th, 2021 • Services-prepackaged software • England and Wales
