REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2022 • Lilium N.V. • Aircraft • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 3, 2022 is by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Lilium N.V., a Dutch public limited liability company (the “Company”).
SHARE PURCHASE AGREEMENT Dated as of June 3, 2022 by and between LILIUM N.V. and TUMIM STONE CAPITAL LLCShare Purchase Agreement • June 6th, 2022 • Lilium N.V. • Aircraft • New York
This SHARE PURCHASE AGREEMENT is made and entered into as of June 3, 2022 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Lilium N.V., Dutch public limited liability company (the “Company”).
ContractIndemnification Agreement • June 11th, 2021 • Lilium B.V. • Aircraft
FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENT, dated [•] (this “Agreement”) between Lilium N.V., a public company under Dutch law, having its seat in Amsterdam, the Netherlands, and its address at Rhijnspoorplein 10, 1018TX Amsterdam, the Netherlands, registered with the Dutch trade register under number 82165874 (the “Company”), and [•] (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2021 • Lilium N.V. • Aircraft • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 13, 2021, is made and entered into by and among Lilium N.V., a Netherlands public limited liability company (the “Company”), Qell Partners LLC, a Cayman Islands exempted limited liability company (the “Sponsor”) and certain former stockholders of Lilium GmbH (a German limited liability company) (“Target”) set forth on Schedule 1 hereto (such stockholders, the “Target Holders” and, collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.11 of this Agreement, the “Holders” and each, a “Holder”).
WARRANT AGREEMENTWarrant Agreement • June 9th, 2023 • Lilium N.V. • Aircraft • New York
THIS WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 15, 2023, is by and between Lilium N.V., a Netherlands public limited liability company (naamloze vennootschap) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Warrants (defined below).
FORM OF WARRANTLilium N.V. • May 29th, 2024 • Aircraft • New York
THE SECURITIES REPRESENTED HEREBY AND THE UNDERLYING SECURITIES THAT MAY BE ISSUED UPON EXERCISE OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A LOCKUP FOR 10 DAYS FROM THE ORIGINAL ISSUE DATE (THROUGH [●], 2024) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, CHARGED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • May 3rd, 2024 • Lilium N.V. • Aircraft • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 3, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LILIUM N.V., a Dutch public limited liability company (the “Company”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 22nd, 2022 • Lilium N.V. • Aircraft • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2022 • Lilium N.V. • Aircraft • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 8, 2022, is made and entered into by and among Lilium N.V., a Netherlands public limited liability company (the “Company”) and Azul Linhas Aéreas Brasileiras S.A. (“Azul”). Azul and any Person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2(c) and Section 5.11 of this Agreement, shall be collectively referred to as the “Holders” and each, a “Holder”.
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • May 29th, 2024 • Lilium N.V. • Aircraft • New York
THIS WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of [●], 2024, is by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Warrants (defined below).
SHAREHOLDER SUPPORT LETTER AGREEMENTShareholder Support Letter Agreement • November 22nd, 2022 • Lilium N.V. • Aircraft • Delaware
This Shareholder Support Letter Agreement (this “Agreement”) is dated as of [•], 2022 and is delivered by one or more of the shareholders of Lilium N.V., a Dutch public limited liability company (the “Company”) named in Exhibit A hereto (individually, a “Shareholder” or if more than one entity listed thereon, the “Shareholders”).
SECURITIES PURCHASE AGREEMENT BETWEEN LILIUM N.V. AND THE INVESTORS NAMED HEREIN Dated as of November 18, 2022Securities Purchase Agreement • November 22nd, 2022 • Lilium N.V. • Aircraft • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into on November 18, 2022, by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (“Lilium”), and each Investor identified on the signature pages hereto (each an “Investor” and collectively the “Investors”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 7 hereof.
WARRANT AGREEMENTWarrant Agreement • June 14th, 2024 • Lilium N.V. • Aircraft • New York
THIS WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of May 31, 2024, is by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Warrants (defined below).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • May 29th, 2024 • Lilium N.V. • Aircraft
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into on [●], 2024, by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (“Lilium”), and each Investor identified on the signature pages hereto (each an “Investor” and collectively the “Investors”).
Lilium N.V. Public Offering of Ordinary Shares and WarrantsLetter Agreement • November 22nd, 2022 • Lilium N.V. • Aircraft
Form of Lock-up AgreementLilium N.V. • May 29th, 2024 • Aircraft
WARRANT AGREEMENTWarrant Agreement • May 29th, 2024 • Lilium N.V. • Aircraft • New York
THIS WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of May 29, 2024, is by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Warrants (defined below).
FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • May 5th, 2021 • Lilium B.V. • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2021, by and among Qell Acquisition Corp., a Cayman Islands exempted company (“Qell”), [Qell Dutchco] N.V., a Netherlands public limited liability company (“Holdco”), and Continental Stock Transfer & Trust Company, a New York corporation, a warrant agent (the “Warrant Agent”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • July 18th, 2023 • Lilium N.V. • Aircraft
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into on July 13, 2023, by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (“Lilium”), and each Investor identified on the signature pages hereto (each an “Investor” and collectively the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2024 • Lilium N.V. • Aircraft
This PURCHASE AGREEMENT (this “Agreement”) is entered into on May 23, 2024, by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (“Lilium”), and the Investor as identified on the signature page hereto (the “Investor”).
WARRANT AGREEMENTWarrant Agreement • November 22nd, 2022 • Lilium N.V. • Aircraft • New York
THIS WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of November 18, 2022, is by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Warrants (defined below).
Lilium N.V. 38,095,238 Shares of Ordinary Shares 38,095,238 Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2024 • Lilium N.V. • Aircraft • New York
SHAREHOLDER SUPPORT LETTER AGREEMENTShareholder Support Letter Agreement • May 2nd, 2023 • Lilium N.V. • Aircraft • Delaware
This Shareholder Support Letter Agreement (this “Agreement”) is dated as of April [•], 2023 and is delivered by one or more of the shareholders of Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”) named in Exhibit A hereto (individually, a “Shareholder” or if more than one entity listed thereon, the “Shareholders”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • May 29th, 2024 • Lilium N.V. • Aircraft • New York
THIS WARRANT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [June 28], 2024, is by and between Lilium N.V., a Netherlands public limited liability company (naamloze vennootschap) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Definitive Warrant Certificate (defined below).
Lilium N.V. Public Offering of Ordinary SharesLilium N.V. • July 18th, 2023 • Aircraft
Lilium N.V. Shares of Ordinary Shares FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2023 • Lilium N.V. • Aircraft • New York
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • July 18th, 2023 • Lilium N.V. • Aircraft • New York
THIS WARRANT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), dated as of July [●], 2023, is by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Warrants (defined below).
SECURITIES PURCHASE AGREEMENTWarrant Agreement • May 2nd, 2023 • Lilium N.V. • Aircraft • New York
This PURCHASE AGREEMENT (this “Agreement”) is entered into on May 1, 2023, by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (“Lilium”), and the Investor as identified on the signature page hereto (the “Investor”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2022 • Lilium N.V. • Aircraft
This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into on November , 2022, by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (“Lilium”), and each Investor identified on the signature pages hereto (each an “Investor” and collectively the “Investors”).
