Exhibit 10.5


 


FORM OF


 


AMENDED AND RESTATED LOCK-UP AGREEMENT


 


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).


 


WHEREAS,
Centricus Acquisition Corp., Pubco and Arqit Limited, among others, entered into a business combination agreement, dated May 12,
2021 (the “Business Combination Agreement”).


 


WHEREAS,
the Holder and Pubco entered into a lock-up agreement, dated September 3, 2021 (the “Original Lock-up Agreement”)
pursuant to which the Pubco Ordinary Shares received by the Holder, or received by a third party and then transferred to the Holder, pursuant
to the Business Combination Agreement (together with any securities paid as dividends or distributions with respect to such securities
or into which such securities are exchanged or converted, the “Restricted Securities”) became subject to limitations
on disposition as set forth therein.


 


WHEREAS,
the Parties have agreed that it is in the best interests of the Parties to amend and restate the terms of the Original Lock-Up Agreement.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth
below, and intending to be legally bound hereby, the Parties hereby agree as follows:


 


1.             Amendment
and Restatement. This Agreement hereby amends, restates and replaces the Original Lock-Up Agreement in its entirety, and the Original
Lock-Up Agreement shall have no further force or effect from the date hereof.


 


2.             Lock-Up
Provisions.


 


(a)            The
Holder agrees that it shall not effectuate a Transfer of the Pubco Ordinary Shares that are held by the Holder during the period commencing
from September 3, 2021 until the earlier to occur of (i) 11:59 p.m. Eastern time on the close of trading on the second
full trading day following the public dissemination by Pubco of its financial results for the six months ended March 31, 2022 by
press release to the national wire services or by making a filing with the SEC (ii) such time as determined by the board of
directors of Pubco as being in the best interest of the Parties to permit Transfers (the “Lock-up Period”).


 


(b)            Notwithstanding
the provisions set forth in Section 2(a), Transfers of the Pubco Ordinary Shares that are held by the Holder (and that have complied
with this Section 2(b)) are permitted (i) to Pubco’s officers or directors, any Affiliates or immediate family members
of any of Pubco’s officers or directors, any members of the Holder, or any Affiliates of the Holder, (ii) to shareholders or
limited partners of the Holder, or, in the case of a Holder which is a limited liability partnership, its members, (iii) by gift
to a member of the Holder’s immediate family or to a trust, the beneficiary of which is a member of the Holder’s immediate
family, an Affiliate of such person or to a charitable organization, (iv) by virtue of the laws of descent and distribution upon
death, (v) pursuant to a qualified domestic relations order or in connection with a divorce settlement, (vi) to (A) any
UK Government departments, including their executive agencies, other subsidiary bodies and other parts of UK Government; (B) companies
wholly or partly owned by UK Government departments and their subsidiaries; (C) non-departmental public bodies, other public bodies,
public corporations and their subsidiary bodies sponsored by UK Government departments; and/or (D) any successors to any of the entities
set out in (A), (B) and (C) above or any new bodies which fall within the same criteria (vii) by virtue of the laws of
the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching
to the equity interests in the Holder upon dissolution of the Holder, (viii) the exercise of any options, warrants or other convertible
securities to purchase Pubco Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing
such options or warrants permit exercises on a cashless basis); provided, that any Pubco Ordinary Shares issued upon such exercise
shall be subject to the Lock-Up Period, (ix) to satisfy tax withholding obligations pursuant to the Holder’s equity incentive
plans or arrangements, (x) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution in connection
with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (xi) by a Holder to
any entity including without limitation any fund, partnership, company or investment trust to whom the Holder transfers interests in one
or more of its portfolio of investments, or any successor entity following a restructuring transaction of that Holder, and (xii) in
connection with a transfer pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to
all Holders of Pubco Ordinary Shares involving a change of control of Pubco, provided, that in clauses (i) through (xi), the
transferee must enter into a written agreement in substantially the form of this Agreement, agreeing to be bound by the terms of the Lock-up
Period. If dividends are declared and payable in Pubco Ordinary Shares, such dividends will also be subject to the Lock-up Period.


 






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(c)            If
any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio,
and Pubco shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In
order to enforce this Section 2, Pubco may impose stop-transfer instructions with respect to the Restricted Securities of the
Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period.


 


(d)            During
the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted
with a legend in substantially the following form, in addition to any other applicable legends:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [ ● ],
2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN,
AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 


(e)            For
the avoidance of any doubt, the Holder shall retain all of its rights as a shareholder of Pubco with respect to the Restricted Securities
during the Lock-Up Period, including the right to vote any Restricted Securities.


 


(f)            For
the purposes of this Section 2, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell
(including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to,
any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public
announcement of any intention to effect any transaction specified in clause (a) or (b).


 


3.            Miscellaneous.


 


(a)            Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties
hereto and their respective permitted successors and assigns. Except as otherwise provided in this Agreement, this Agreement and all obligations
of the Parties are personal to the Parties and may not be transferred or delegated by the Parties at any time.


 


(b)            Third
Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not
a Party hereto or thereto or a successor or permitted assign of such a Party.


 






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(c)            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 (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 3(c) 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 3(f) and
that nothing in this Section 3(c) 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 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.


 


(d)            WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 2(d).


 


(e)             Interpretation.
The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this
Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including”
(and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding
such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,”
 “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer
to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or”
means “and/or”. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in
the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
provision of this Agreement.


 






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(f)             Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by e-mail (having obtained electronic delivery confirmation thereof), (iii) one (1) Business
Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days
after being mailed, if sent 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):


 


	If to Pubco, to:	With a copy to (which shall not constitute notice):
	 	 
	Arqit Quantum Inc.	White & Case LLP
	c/o Maples Corporate Services Limited	5 Old Broad Street
	PO Box 309, Ugland House	London EC2N 1DW
	Grand Cayman, KY1-1104	United Kingdom
	Cayman Islands	Attention: Elliott Smith, Daniel Turgel and Monica Holden
	United Kingdom	Email: 
	Attn: David Williams	 
	Email: 	 
	 
	If to the Holder, to:  the address set forth under the Holder’s name on the signature page hereto.



 


(g)            Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only with the written consent of Pubco and the Holder. No failure
or delay by a Party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition,
or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of
any such term, condition, or provision.


 


(h)            Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified
or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,
legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision
a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid,
illegal or unenforceable provision.


 


(i)             Specific
Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. The parties further agree that each party shall
be entitled to seek specific performance of the terms hereof and immediate injunctive relief and other equitable relief to prevent breaches,
or threatened breaches, of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond
or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity. Each party
hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure
suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the parties.
Each party hereby further acknowledges that the existence of any other remedy contemplated by this Agreement does not diminish the availability
of specific performance of the obligations hereunder or any other injunctive relief. Each party hereby further agrees that in the event
of any action by any other party for specific performance or injunctive relief, the first party will not assert that a remedy at law or
other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be
available on the grounds that money damages are adequate or any other grounds.


 






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(j)              Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject
matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly
canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the Parties
under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit
any of the rights, remedies or obligations of the Parties under any other agreement between the Holder and Pubco or any certificate or
instrument executed by the Holder in favor of Pubco, and nothing in any other agreement, certificate or instrument shall limit any of
the rights, remedies or obligations of the Parties under this Agreement.


 


(k)             Further
Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting Party’s
reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further action as may be
reasonably necessary to consummate the transactions contemplated by this Agreement.


 


(l)              Counterparts;
Facsimile.  This Agreement may also be executed and delivered by facsimile signature or by email in portable document format
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


[Remainder of Page Intentionally Left Blank; Signature Pages Follow]


 









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IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.


 


	 	Pubco:
	 	 
	 	Arqit Quantum Inc.
	 	 
	 	By:	       
	 	Name: David Williams
	 	Title: Director




 


[Signature Page to Lock-up Agreement]


 






    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.


 


	Holder:	 
	 	 
	Name of Holder:	 
	 	 
	By:	           	 
	Title: Director	 
	 	 
	Notice Information:	 
	 	 
	Address:	 
	 	 
	Email:	 




 


[Signature Page to Lock-up Agreement]