Exhibit 4.1


 


REGISTRATION RIGHTS AGREEMENT


 


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.


 


RECITALS


 


WHEREAS, (i) the Company, (ii) Centricus, (iii) Sponsor (solely
in its capacity as the representative of Centricus), (iv) Arqit Limited, a company limited by shares incorporated in England under registration
number 10544841 (“Arqit”), (v) David John Williams (solely in his capacity as the representative of the shareholders
of Arqit) and (vi) certain of the Holders have entered into that certain Business Combination Agreement dated as of May 12, 2021 (the
 “Business Combination Agreement”), pursuant to which, among other things, Centricus will merge with and into
the Company (the “Merger”) and the Company will acquire all of the issued and outstanding shares of Arqit (the
 “Share Acquisition”);


 


WHEREAS, on or about the date hereof, each Holder is entering
into lock-up agreements with the Company (each a “Lock-up Agreement”), pursuant to which, among other things,
each Holder agrees not to transfer Ordinary Shares for a certain period of time following the Closing, subject to certain exceptions specified
therein;


 


WHEREAS, Centricus and Sponsor entered into that certain Registration
Rights Agreement, dated as of February 3, 2021 (the “Prior Agreement”);


 


WHEREAS, Centricus and Sponsor wish to terminate the Prior Agreement,
with such termination effective as of the date hereof, in order to provide for the terms and conditions included herein;


 


WHEREAS, as of the date hereof, the Holders hold the Ordinary
Shares and the Private Warrants set forth in Schedule A to this Agreement; and


 


WHEREAS, the parties hereto are entering into this Agreement
concurrently with, and contingent upon, the Closing.


 


NOW, THEREFORE, in consideration of the mutual representations,
covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


 


ARTICLE 1

DEFINITIONS


 


1.1 Definitions. The terms defined in this Article 1
shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure” shall mean any public
disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal
financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration
Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary
prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at
such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making
such information public.


 









    1


     


    

 


“Agreement” shall mean this Agreement, as
amended, restated, supplemented, or otherwise modified from time to time.


 


“Arqit” shall have the meaning given in the
Recitals hereto.


  


“Board” shall mean the Board of Directors
of the Company.


 


“Business Combination Agreement” shall have
the meaning given in the Recitals hereto.


 


“Centricus” shall have the meaning given
in the Preamble hereto.


 


“Centricus IPO Prospectus” shall mean the
final prospectus of Centricus, dated as of February 3, 2021, and filed with the SEC on February 5, 2021 (File No. 333-251856​).


 


“Closing” shall mean the closing of the Share
Acquisition in accordance with the terms of the Business Combination Agreement.


 


“Commission” shall mean the U.S. Securities
and Exchange Commission.


 


“Company” shall have the meaning given in
the Preamble hereto.


 


“Demand Registration” shall have the meaning
given in Section 2.1.1.


  


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as it may be amended from time to time.


 


“Form F-1” shall have the meaning given
in Section 2.1.1.


 


“Form F-3” shall have the meaning given
in Section 2.3.1.


 


“Holders” shall have the meaning given in
the Preamble hereto.


  


“Lock-up Agreement” shall have the meaning
given in the Recitals hereto.


 


“Maximum Number of Securities” shall have
the meaning given in Section 2.1.4.


 


“Merger” shall have the meaning given in
the Recitals hereto.


 


“Misstatement” shall mean an untrue statement
of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary
to make the statements in a Registration Statement not misleading or, in the case of a Prospectus, not misleading in the light of the
circumstances under which they were made.


 


“New Holders” shall mean, collectively, (i)
David John Williams, (ii) David James Bestwick, (iii) D2BW Limited, (iv) Notion Capital III LP, (v) MNL Nominees Limited and (vi) any
persons or entities to which the foregoing persons transfer any Registrable Securities as permitted under this Agreement and the applicable
Lock-Up Agreement.


  


“Ordinary Shares” shall mean the ordinary
shares, with a $0.0001 par value per share, of the Company.


 


“Original Holders” shall mean, collectively,
(i) Sponsor, (ii) Nicholas Taylor, (iii) Adam M. Aron and (iv) any persons or entities to which the foregoing person or entity transfers
any Registrable Securities as permitted under this Agreement and the applicable Lock-Up Agreement.


 


“Piggyback Registration” shall have the meaning
given in Section 2.2.1.


 


“Prior Agreement” shall have the meaning
given in the Recitals hereto.





 






    2


     


    

 


“Private Warrants” shall mean each one (1)
warrant of the Company entitling the holder thereof to purchase one (i) Ordinary Share on substantially the same terms and conditions
described in the Centricus IPO Prospectus with respect to the private warrants of Centricus.


 


“Prospectus” shall mean the prospectus included
in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments
and including all material incorporated by reference in such prospectus.


 


“Registrable Security” shall mean (a) the
Ordinary Shares set forth on Schedule A, (b) the Private Warrants set forth on Schedule A (including any Ordinary Shares issuable
upon the exercise of any such Private Warrants), (c) any Earnout Shares (as defined in the Business Combination Agreement) issued
pursuant to the terms of the Business Combination Agreement, and (d) any warrants, shares of capital stock or other securities of the
Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Ordinary Shares, Private
Warrants (including any Ordinary Shares issuable upon the exercise of any such Private Warrants) or Earnout Shares; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have
been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have
been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such
securities shall have ceased to be outstanding; (iv) such securities have been sold to, or through, a broker, dealer or Underwriter
in a public distribution or other public securities transaction; or (v) the date such securities may be sold without volume and manner
of sale restrictions restriction under Rule 144.


 


“Registration” shall mean a registration
effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act,
and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration Expenses” shall mean the out-of-pocket
expenses of a Registration, including, without limitation, the following:


 


(A) all registration and filing fees (including fees with respect
to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary
Shares are then listed;


 


(B) fees and expenses of compliance with securities or blue sky
laws (including reasonable fees and disbursements of counsel for the Underwriter in connection with blue sky qualifications of Registrable
Securities);


 


(C) printing, messenger, telephone and delivery expenses;


 


(D) reasonable fees and disbursements of counsel for the Company;


 


(E) reasonable fees and disbursements of all independent registered
public accountants of the Company incurred specifically in connection with such Registration; and


 


(F) reasonable fees and expenses of one (1) legal counsel
selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in
the applicable Registration or the Takedown Requesting Holder initiating an Underwritten Shelf Takedown.


 


“Registration Statement” shall mean any registration
statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such
registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits
to and all material incorporated by reference in such registration statement.


 


“Requesting Holder” shall have the meaning
given in Section 2.1.1.


 









    3


     


    

 


“Securities Act” shall mean the Securities
Act of 1933, as amended from time to time.


 


“Share Acquisition” shall have the meaning
given in the Recitals hereto.


 


“Shelf” shall have the meaning given in Section
2.3.1.


 


“Sponsor” shall have the meaning given in
the Preamble hereto.


  


“Subsequent Shelf Registration” shall have
the meaning given in Section 2.3.2.


 


“Takedown Requesting Holder” shall have the
meaning given in Section 2.3.3.


 


“Underwriter” shall mean a securities dealer
who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making
activities.


 


“Underwritten Registration” or “Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting
for distribution to the public.


 


“Underwritten Shelf Takedown” shall have
the meaning given in Section 2.3.3.


 


ARTICLE 2


REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1 Request for Registration.  Subject to the provisions
of Section 2.1.4 hereof, at any time and from time to time on or after the date hereof, (i) New Holders holding at least a majority in
interest of the then issued and outstanding number of Registrable Securities held by all New Holders or (ii) Original Holders holding
at least a majority in interest of the then issued and outstanding number of Registrable Securities held by all Original Holders (such
New Holders or such Original Holders, as the case may be, the “Demanding Holders”) may make a written demand
for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities
to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand
Registration”). The Company shall, within five (5) days of the Company’s receipt of the Demand Registration,
notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each
such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of
the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company,
such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand
Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after
the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders
and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than
an aggregate of three (3) Registrations pursuant to a Demand Registration under this Section 2.1.1 with respect to any or all Registrable
Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form F-1 or any
similar long-form registration statement that may be available at such time (“Form F-1”) has become
effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders
in such Form F-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further,
that an Underwritten Shelf Takedown shall not count as a Demand Registration; provided, further, that to the extent that
at least two (2) Registrations have been effected prior to the issuance of the Earnout Shares pursuant to the Business Combination Agreement,
the New Holders shall have the right to demand a further two (2) Registrations in order to effect the Registration of the Earnout Shares.


 






    4


     


    

 


2.1.2 Effective Registration.  Notwithstanding the provisions
of Section 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration
unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration
has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement
with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering
of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction
of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration
shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or
otherwise terminated and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively
elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days,
of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement
until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes
effective or is subsequently terminated.


 


2.1.3 Underwritten Offering.  Subject to the provisions
of Section 2.1.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration
that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering,
then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall
be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable
Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities
through an Underwritten Offering under this Section 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4 Reduction of Underwritten Offering. If the managing Underwriter
or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders
and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and
the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company
desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual
piggyback registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of
equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities,
as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering,
as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on
the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in
such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have
requested be included in such Underwritten Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other
equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares
or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate
written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.5 Demand Registration Withdrawal. A majority-in-interest
of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a
Registration under Section 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or
no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw
from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration
of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the
Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration
prior to its withdrawal under this Section 2.1.5.





 






    5


     


    

 


2.2 Piggyback Registration.


 


2.2.1 Piggyback Rights. If, at any time on or after the date
hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for
the account of persons other than the Holders of Registrable Securities, other than a Registration Statement (i) filed in connection
with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s
existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a
dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities
as soon as practicable but not less than seven (7) days before the anticipated filing date of such Registration Statement, which
notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders
of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in
writing within three (3) business days after receipt of such written notice (such Registration a “Piggyback Registration”).
The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its
best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities
requested by the Holders pursuant to this Section 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as
any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities
through an Underwritten Offering under this Section 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the Company. The notice periods set forth in this Section 2.2.1 shall not apply to an Underwritten Shelf
Takedown conducted in accordance with Section 2.3.3.


 


2.2.2 Reduction of Piggyback Registration. If the managing Underwriter
or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than Underwritten Shelf Takedown), in good
faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar
amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as
to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the
Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant
to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate
written contractual piggyback registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:


 


(a) If the Registration is undertaken for the Company’s
account, the Company shall include in any such Registration: (A) first, the Ordinary Shares or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights
to register their Registrable Securities pursuant to Section 2.2.1 hereof, pro rata based on the respective number of Registrable Securities
that each Holder has so requested exercising its rights to register its Registrable Securities pursuant to Section 2.2.1 hereof, which
can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested
pursuant to written contractual piggyback registration rights of other shareholders of the Company, which can be sold without exceeding
the Maximum Number of Securities;


 


(b) If the Registration is pursuant to a request by persons
or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration:
(A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the
Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata based on the respective
number of Registrable Securities that each Holder has so requested exercising its rights to register its Registrable Securities
pursuant to Section 2.2.1 hereof, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A),
(B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is
obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without
exceeding the Maximum Number of Securities.


 






    6


     


    

 


2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable
Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to
the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior
to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company
(whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual
obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior
to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be
responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section
2.2.3.


 


2.2.4 Unlimited Piggyback Registration Rights. For purposes
of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand
Registration effected under Section 2.1 hereof.


  


2.3 Shelf Registrations.


 


2.3.1 The Holders of Registrable Securities may at any time, and from
time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated
thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 or similar short form
registration statement that may be available at such time (“Form F-3”), or if the Company is ineligible
to use Form F-3, on Form F-1; a registration statement filed pursuant to this Section 2.3.1 (a “Shelf”)
shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available
to, and requested by, any Holder. Within three (3) days of the Company’s receipt of a written request from a Holder or Holders
of Registrable Securities for a Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration to
all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion
of such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within three (3) business
days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than ten (10) days
after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall register all or such
portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable
Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or
Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.3.1 if
the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in
such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the
public of less than $10,000,000. The Company shall maintain each Shelf in accordance with the terms hereof, and shall prepare and file
with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously
effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable
Securities included on such Shelf. In the event the Company files a Shelf on Form F-1, the Company shall use its commercially reasonable
efforts to convert the Form F-1 to a Form F-3 as soon as practicable after the Company is eligible to use Form F-3.


 


2.3.2 If any Shelf ceases to be effective under the Securities
Act for any reason at any time while Registrable Securities included thereon are still outstanding, the Company shall use its
commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the
Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use
its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to
result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement (a “Subsequent
Shelf Registration”) registering the resale of all Registrable Securities including on such Shelf, and pursuant
to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is
filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become
effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such
Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act
until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be
on Form F-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be
on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a
delayed or continuous basis, the Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause
the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf (including by means of a
post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after
such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however,
the Company shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the
Holders.


 






    7


     


    

 


2.3.3 At any time and from time to time after a Shelf has been declared
effective by the Commission, the Sponsor may request to sell all or any portion of its Registrable Securities in an underwritten offering
that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the
Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering
price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate,
$10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior
to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed
to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten
Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each
a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf
Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor
shall have the right to select the Underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized
investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For
purposes of clarity, any Registration effected pursuant to this Section 2.3.3 shall not be counted as a Registration pursuant to a Demand
Registration effected under Section 2.1 hereof.


 


2.3.4 If the managing Underwriter or Underwriters in an Underwritten
Shelf Takedown, in good faith, advises the Company, the Sponsor and the Takedown Requesting Holders (if any) in writing that the dollar
amount or number of Registrable Securities that the Sponsor and the Takedown Requesting Holders (if any) desire to sell, taken together
with all other Ordinary Shares or other equity securities that the Company desires to sell, exceeds the Maximum Number of Securities,
then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor
that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell,
which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of the Takedown Requesting
Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined pro rata based on the respective number
of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.


 


2.4 Restrictions on Registration Rights. If (A) during the
period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and
ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that
the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to Section 2.1.1 and it
continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become
effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the
commitment of Underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be
seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such
Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the
Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such
Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration
Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days;
provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.
Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no
Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the
expiration of any Lock-Up Agreement to which such Holder is party.


 






    8


     


    

 


ARTICLE 3

COMPANY PROCEDURES


 


3.1 General Procedures. If at any time on or after the date
hereof the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect
such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and
pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1 prepare and file with the Commission as soon as practicable a
Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement
to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;


 


3.1.2 prepare and file with the Commission
such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested
by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable
to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus; 


 


3.1.3 prior to filing a Registration Statement or Prospectus, or any
amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included
in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment
and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein),
the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters
and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order
to facilitate the disposition of the Registrable Securities owned by such Holders;


 


3.1.4 prior to any public offering of Registrable Securities, use its
best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or
 “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration
Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary
by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to
enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service
of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 


3.1.5 cause all such Registrable Securities to be listed on each securities
exchange or automated quotation system on which similar securities issued by the Company are then listed;


 









    9


     


    

 


3.1.6 provide a transfer agent or warrant agent, as applicable, and
registrar for all such Registrable Securities no later than the effective date of such Registration Statement;


 


3.1.7 advise each seller of such Registrable Securities, promptly after
it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness
of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best
efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;


 


3.1.8 at least five (5) days prior to the filing of any Registration
Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (other than by way of a document incorporated
by reference) furnish a copy thereof to each seller of such Registrable Securities or its counsel;


 


3.1.9 notify the Holders at any time when a Prospectus relating to
such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the
Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement
as set forth in Section 3.4 hereof;


 


3.1.10 permit a representative of the Holders, the Underwriters, if
any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in
the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided,
however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory
to the Company, prior to the release or disclosure of any such information;


 


3.1.11 obtain a “cold comfort” letter from the Company’s
independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of
the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably
satisfactory to a majority-in-interest of the participating Holders;


 


3.1.12 on the date the Registrable Securities are delivered for sale
pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration,
addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect
to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably
request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in
interest of the participating Holders;


 


3.1.13 in the event of any Underwritten Offering, enter into and perform
its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;


 


3.1.14 make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s
first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);


 


3.1.15 if the Registration involves the Registration of Registrable
Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company
to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten
Offering; and


 


3.1.16 otherwise, in good faith, cooperate reasonably with, and take
such customary actions as may reasonably be requested by the Holders, in connection with such Registration.


 


3.2 Registration Expenses. The Registration Expenses of
all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental
selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage
fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all
reasonable fees and expenses of any legal counsel representing the Holders.


 






    10


     


    

 


3.3 Requirements for Participation in Underwritten Offerings.
No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the
Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting
arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities,
lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting
arrangements.


 


3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of
written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith
discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting
the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable
after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed.
If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require
the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are
unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such
action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period
of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the
event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the
notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable
Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under
this Section 3.4.


 


3.5 Reporting Obligations. As long as any Holder shall own Registrable
Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain
extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date
hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies
of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to
the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to the
Company), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 


ARTICLE 4

INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The Company agrees to indemnify, to the extent permitted by law,
each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or
alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to
the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each
person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with
respect to the indemnification of the Holder.


 









    11


     


    

 


4.1.2 In connection with any Registration Statement in which a Holder
of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the
Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law,
shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’
fees) resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained
in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that
the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of
each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the
sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters,
their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to indemnification of the Company.


 


4.1.3 Any person entitled to indemnification herein shall (i) give
prompt written notice to the indemnifying party of any claim with respect to which he, she or it seeks indemnification (provided that
the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has
not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict
of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying
party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall
not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not
be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between
such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the
consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects
by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation.


  


4.1.4 The indemnification provided for under this Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling
person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating
in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party
in the event the Company’s or such Holder’s indemnification is unavailable for any reason.


 


4.1.5 If the indemnification provided under Section 4.1
hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified
party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages,
liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the
indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and
indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to
information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,
that the liability of any Holder under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder
in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities
referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any
legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro
rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in
this Section 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person who was not guilty of such
fraudulent misrepresentation.


 






    12


     


    

 


ARTICLE 5

MISCELLANEOUS


 


5.1 Notices. All notices, demands, requests, consents, approvals
or waivers and other communications required or permitted to be given hereunder or which are given with respect to this Agreement shall
be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery (i) in person, (ii) by e-mail
(having obtained electronic delivery confirmation thereof), (iii) by reputable, nationally recognized overnight courier service, or (iv)
by registered or certified mail, pre-paid and return receipt requested, provided, however, that notice given pursuant to
clauses (iii) and (iv) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (having
obtained electronic delivery confirmation thereof); in each case to the applicable party at the following addresses (or at such other
address for a party as shall be specified by like


notice):


 


To the Company:


 


Arqit Quantum Inc.


3 More London Riverside


London SE1 2RE


United Kingdom


Attn: David Williams


Email: dw@arqit.uk


 


To Centricus:


 


Centricus Acquisition Corp.


PO Box 309, Ugland House


Grand Cayman, KY1- 1104


Cayman Islands


Attn: Garth Ritchie


Email: Garth.Ritchie@centricus.com


 


To a Holder: to the address set forth beside such Holder’s name
on Schedule A hereto.


 


5.2 Assignment; No Third Party Beneficiaries.


 


5.2.1 This Agreement and the rights, duties and obligations of the
Company hereunder may not be assigned or delegated by the Company in whole or in part.


 


5.2.2 This Agreement and the rights, duties and obligations of
the Holders hereunder may not be freely assigned or delegated by such Holder except in conjunction with and to the extent of any
transfer of Registrable Securities by any such Holder, provided, that such transferee shall only be admitted as a party
hereunder and assume such Holder’s rights and obligations under this Agreement upon its, his or her execution and delivery of
a joinder agreement, in form and substance reasonably acceptable to the Company agreeing to be bound by the terms and conditions of
this Agreement as if such person were a Holder party hereto; whereupon such person will be treated for all purposes of this
Agreement, with the same rights, benefits and obligations hereunder as such Holder with respect to the transferred Registrable
Securities. Notwithstanding the foregoing, Seraphim Space (General Partner) LLP (in its capacity as general partner of Seraphim
Space LP) shall only be permitted to assign its rights, duties and obligations hereunder, whether in whole or in part, to Seraphim
Space Investment Trust plc, and Seraphim Space Investment Trust plc shall have no further right to assign such rights, duties and
obligations to any other party.


 






    13


     


    

 


5.2.3 This Agreement and the provisions hereof shall be binding upon
and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders.


 


5.2.4 This Agreement shall not confer any rights or benefits on any
persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.


 


5.2.5 No assignment by any party hereto of such party’s rights,
duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written
notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably
satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate
of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3 Severability. This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision
as may be possible that is valid and enforceable.


 


5.4 Counterparts. This Agreement may be executed in multiple
counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute
the same instrument, but only one of which need be produced.


 


5.5 Entire Agreement. This Agreement (including all agreements
entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings,
negotiations and discussions between the parties, whether oral or written. Without limiting the generality of the foregoing, Centricus
and Sponsor hereby agree that the Prior Agreement is hereby terminated and of no further force or effect.


 


5.6 Governing Law; Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or
conflict of law, provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of
the law of any jurisdiction other than the State of Delaware. Each party hereto (a) irrevocably consents to the service of the
summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement,
for and on behalf of itself or any of its properties or assets, in accordance with this Section 5.6 or in such other manner as may
be permitted by applicable law, that such process may be served in the manner of giving notices in Section 5.1 and that nothing in
this Section 5.6 shall affect the right of any party to serve legal process in any other manner permitted by applicable law, (b)
irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the
exclusive general jurisdiction of the Court of Chancery of the State of Delaware (the “Chancery Court”) and any
state appellate court therefrom located within the State of Delaware (or, only if the Chancery Court declines to accept jurisdiction
over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises
out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any order in respect thereof,
(c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such
court, (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby
shall be brought, tried and determined only in the Chancery Court and any state appellate court therefrom located within the State
of Delaware (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court
within the State of Delaware), (e) waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim
the same, and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated
hereby in any court other than the aforesaid courts. Each party hereto agrees that a final order in any action or proceeding in such
courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in any other manner
provided by applicable law.


 






    14


     


    

 


5.7 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS
OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


5.8 Amendments and Modifications. Upon the written consent of
the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with
any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions
may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely
affects one Holder, solely in his, her or its capacity as a holder of the shares of the Company, in a manner that is materially different
from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder
or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies
under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of
any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies
hereunder or thereunder by such party.


 


5.9 Titles and Headings. Titles and headings of sections of
this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.


 


5.10 Waivers and Extensions. Any party to this Agreement may
waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the
waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance
or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach
of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other
agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver
or extension of the time for performance of any other obligations or acts.


 


5.11 Remedies Cumulative. In the event that the Company fails
to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders may proceed to protect and
enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for
an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other
legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers
or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in
addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by
statute or otherwise.


 


5.12 Other Registration Rights. The Company represents and warrants
that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the
Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for
its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any
other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement
or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.13 Term. This Agreement shall terminate upon the earlier of
(i) the tenth anniversary of the date of this Agreement and (ii) the date as of which no Registrable Securities remain outstanding.
The provisions of Section 3.5 shall survive any termination.


 






    15


     


    

 


[SIGNATURE PAGES FOLLOW]





 






    16


     


    

 


IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be executed as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	
    ARQIT QUANTUM INC.

	 	 	 
	 	By:	/s/ David Williams
	 	 	Name:	David Williams
	 	 	Title: 	Director
	 	 	 
	 	
    in connection with Section 5.5 solely, 

    CENTRICUS:

	 	 	 
	 	
    CENTRICUS ACQUISITION CORP.

	 	 	 
	 	By:	/s/ Nicholas Taylor
	 	 	Name: 	Nicholas Taylor
	 	 	Title:	Director


 


[Signature page to RRA]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be executed as of the date first written above.


 


	HOLDERS:	 
	 	 
	CENTRICUS HERITAGE LLC	 
	 	 
	By: 	/s/ Cristina Levis	 
	 	Name: 	Cristina Levis	 
	 	Title: 	Manager	 




 


	/s/ Adam M. Aron	 
	ADAm
    M. ARON	 




 


	/s/ Nicholas Taylor	 
	NICHOLAS
    TAYLOR	 




 


	/s/ David Williams	 
	David
    John williams	 




 


	/s/ David Williams	 
	ARQIT
    LIMITED acting by David Williams, a director as attorney for David James bestwick under a power of attorney dated 26 April
    2021




 


	/s/ David Williams	 
	D2BW LIMITED
    acting by David Williams, a director	 




 


	/s/ David Williams	 
	ARQIT
    LIMITED acting by David Williams, a director as attorney for Trevor Barker under a power of attorney dated 26 April 2021




 


	/s/ David Williams	 
	ARQIT
    LIMITED acting by David Williams, a director as attorney for JACK BLOCKLEY under a power of attorney dated 28 April 2021




 


[Signature page to RRA]


 






     


     


    

 


	/s/ Nick Pointon	 
	ARQIT
    LIMITED acting by NICHOLAS POINTON, a director as attorney for ADAM HALL under a power of attorney dated 26 April 2021




 


	/s/
    Nick Pointon	 
	ARQIT
    LIMITED acting by NICHOLAS POINTON, a director as attorney for LEE BOLAND under a power of attorney dated 25 April 2021




 


	/s/
    Nick Pointon	 
	ARQIT
    LIMITED acting by NICHOLAS POINTON, a director as attorney for ANDREW YEOMANS under a power of attorney dated 26 April
    2021




 


	/s/
    Nick Pointon	 
	ARQIT
    LIMITED acting by NICHOLAS POINTON, a director as attorney for GEOFFREY TAYLOR under a power of attorney dated 25 April
    2021




 


	/s/ Nick Pointon	 
	ARQIT
    LIMITED acting by NICHOLAS POINTON, a director as attorney for Notion Capital III GP LLP under a power of attorney dated
    11 MAY 2021




 


	/s/ Nick Pointon	 
	ARQIT
    LIMITED acting by NICHOLAS POINTON, a director as attorney for MNL Nominees Limited under a power of attorney dated 11
    MAY 2021




 


	/s/
    Nick Pointon	 
	ARQIT
    LIMITED acting by NICHOLAS POINTON, a director as attorney for Seraphim Space (General Partner) LLP under a power of attorney
    dated 11 MAY 2021




 


	/s/
    Nick Pointon	 
	ARQIT
    LIMITED acting by NICHOLAS POINTON, a director as attorney for The Evolution Technology Fund II, SCSp under a power of
    attorney dated 10 MAY 2021




 


	/s/
    Aline Sternberg	 
	UK FF
    Nominees Limited ACTING BY CSC DIRECTORS (NO.1) LIMITED, AN AUTHORISED SIGNATORY ON ITS BEHALF




 


[Signature page to RRA]


 






     


     


    

 





	HERITAGE ASSETS SCSP	 
	 	 
	By: 	/s/ Manfredi Lefebvre d’Ovidio	 




 


[Signature page to RRA]