Exhibit 4.5


 


ASSIGNMENT,
ASSUMPTION AND AMENDMENT AGREEMENT


(WARRANT AGREEMENT)


 


This
Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [ ● ],
2021, by and among Centricus Acquisition Corp., an exempted limited liability company incorporated under the laws of the Cayman Islands
(the “Company”), Arqit Quantum Inc., a Cayman Islands exempted limited liability company (“Pubco”),
and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Warrant Agent”).


 


WHEREAS,
the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of February 3, 2021 and filed with the
United States Securities and Exchange Commission on February 8, 2021 (the “Existing Warrant Agreement”), pursuant
to which the Company has issued warrants (collectively, the “Warrants”) to purchase 14,891,667 Class A ordinary
shares of the Company, par value $0.0001 per share (“Ordinary Shares”);


 


WHEREAS,
the terms of the Warrants are governed by the Existing Warrant Agreement and capitalized terms used herein, but not otherwise defined,
shall have the meanings given to such terms in the Existing Warrant Agreement;


 


WHEREAS,
on May 12, 2021, the Company, Pubco, Arqit Limited, a company limited by shares incorporated in England, and certain other persons
and entities entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”);


 


WHEREAS,
pursuant to the Business Combination Agreement, among other things, the Company will merge with and into Pubco (the “Merger”),
as a result of which the separate corporate existence of the Company shall cease and Pubco shall continue as the surviving company, and
each issued and outstanding security of the Company shall no longer be outstanding and shall automatically be cancelled, in exchange for
the right of the holder thereof to receive a substantially equivalent security of Pubco;


 


WHEREAS,
upon consummation of the Merger, as provided in Section 4.5 of the Existing Warrant Agreement, the Warrants will no longer be exercisable
for Ordinary Shares but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended
hereby) for a like number of ordinary shares of Pubco, par value $0.0001 per share (“Pubco Ordinary Shares”);


 


WHEREAS,
the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined
in the Existing Warrant Agreement);


 


WHEREAS,
in connection with the Merger, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to
Pubco; and


 






    			 



     


    

 


WHEREAS,
Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement
without the consent of any Registered Holders for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing
any defective provision contained therein, or adding or changing any other provisions with respect to matters or questions arising under
the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant
Agent deem shall not adversely affect the interest of the registered holders under the Existing Warrant Agreement, or (ii) to provide
for the delivery of Alternative Issuance pursuant to Section 4.5 of the Existing Warrant Agreement.


 


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


 


1.             Assignment
and Assumption; Consent.


 


1.1           Assignment
and Assumption. The Company hereby assigns to Pubco all of the Company’s right, title and interest in and to the Existing Warrant
Agreement (as amended hereby) as of the Merger Effective Time (as defined in the Business Combination Agreement). Pubco hereby assumes,
and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations
under the Existing Warrant Agreement (as amended hereby) arising from and after the Merger Effective Time.


 


1.2           Consent.
The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to Pubco pursuant to Section 1.1
hereof effective as of the Merger Effective Time, and the assumption of the Existing Warrant Agreement by Pubco from the Company pursuant
to Section 1.1 hereof effective as of the Merger Effective Time, and to the continuation of the Existing Warrant Agreement
in full force and effect from and after the Merger Effective Time, subject at all times to the Existing Warrant Agreement (as amended
hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement.


 


2.             Amendment
of Existing Warrant Agreement. The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2,
effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in
this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered
holders under the Existing Warrant Agreement:


 


2.1            Preamble.
The preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “Centricus Acquisition Corp.”
and replacing it with “Arqit Quantum Inc.” As a result thereof, all references to the “Company” in the Existing
Warrant Agreement shall be references to Arqit Quantum Inc. rather than Centricus Acquisition Corp.


 


2.2            Recitals.
The recitals on pages one and two of the Existing Warrant Agreement are hereby deleted and replaced in their entirety as follows:


 


“WHEREAS,
on February 3, 2021, Centricus Acquisition Corp. (“Centricus”) entered into that certain Private Placement Warrants Purchase
Agreement, with Centricus Heritage LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the
Sponsor purchased 6,266,667 warrants in the aggregate simultaneously with the closing of the Public Offering (as defined below) bearing
the legend set forth in Exhibit B hereto (the “Private Placement Warrants”), at a price of $1.50 per Private
Placement Warrant, to purchase one Class A ordinary share of Centricus, par value $0.0001 per share (the “Centricus Ordinary
Shares”), at $11.50 per share, subject to adjustment as described herein; and


 






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WHEREAS, on February 8,
2021, Centricus consummated a public offering (“Public Offering”) of units, each such unit consisting of one Centricus Ordinary
Share and one-fourth of one warrant to purchase Centricus Ordinary Shares (the “Units”) and, in connection therewith, issued
and delivered 8,625,000 warrants to public investors in the Public Offering (the “Public Warrants” and, together with the
Private Placement Warrants, the “Warrants”); and


 


WHEREAS, Centricus,
the Company and Arqit Limited are parties to that certain Business Combination Agreement, dated as of May 12, 2021 (the “Business
Combination Agreement”), which provides for, among other things, the merger of Centricus with and into the Company (the “Merger”),
pursuant to which each outstanding Centricus Ordinary Share will be automatically converted into one newly issued ordinary share of the
Company, par value $0.0001 per share (the “Ordinary Shares”); and


 


WHEREAS,
on [ ● ], 20211,
the Company, Centricus and the Warrant Agent entered into an Assignment, Assumption and Amendment Agreement (the “Warrant Assumption
Agreement”), pursuant to which Centricus assigned all of Centricus’ right, title and interest in and to this Agreement to
the Company, and the Company assumed all of Centricus’ liabilities and obligations under this Agreement; and


 


WHEREAS, pursuant
to the Business Combination Agreement, the Warrant Assumption Agreement and Section 4.5 of this Agreement, each Public Warrant and
each Private Placement Warrant has been converted into the right to purchase one Ordinary Share rather than one Centricus Ordinary Share;
and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts
and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 





 






1 Insert date of Assignment, Assumption and Amendment Agreement.


 






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NOW, THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto agree as follows:”


 


2.3            Detachability
of Warrants. Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:


 


“[INTENTIONALLY OMITTED.]”


 


2.4            Duration
of Warrants. The first sentence of Section 3.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:


 


“A
Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on [ ● ],
20212, and (B) terminating at the earliest to occur
of (x) 5:00 p.m., New York City time on [ ● ],
20263, and (y) other
than with respect to the Private Placement Warrants then held by the Sponsor or its permitted transferees with respect to a redemption
pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), Section 6.2 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided
in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to
the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement
or a valid exemption therefrom being available.”


 


3.             Miscellaneous
Provisions.


 


3.1            Effectiveness
of Warrant. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject
to the occurrence of the Merger and shall automatically be terminated and shall be null and void if the Business Combination Agreement
shall be terminated for any reason.


 


3.2            Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their permitted respective successors and assigns.


 


3.3            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 and be valid and enforceable.


 





 






2
Date that is 30 days from the date of the Share Acquisition Closing (or February 8, 2022, if later).


3
Date that is five years from the date of the Share Acquisition Closing.



 






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3.4            Applicable
Law. The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of
New York, without giving effect to conflict of laws. The parties hereby agree that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


3.5            Counterparts.
This Agreement may be executed in any number of counterparts, and by facsimile or portable document format (pdf) transmission, and each
of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and
the same instrument.


 


3.6            Effect
of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.


 


3.7            Entire
Agreement. The Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties and
supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied,
relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby
canceled and terminated.


 


[Remainder of page intentionally left blank.]


 






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IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first above written.


 


	 	CENTRICUS ACQUISITION CORP.
	 	 
	 	 
	 	By:	 
	 	Name:	                        
	 	Title:	 
	 	 
	 	ARQIT QUANTUM INC.
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Assignment, Assumption
and Amendment Agreement]