Standard Contracts
WARRANT AGREEMENTWarrant Agreement • July 9th, 2021 • Vertical Aerospace Ltd. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_____], 2020, is by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
Broadstone Acquisition Corp.Underwriting Agreement • July 9th, 2021 • Vertical Aerospace Ltd.
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as d
INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • December 16th, 2021 • Vertical Aerospace Ltd. • Aircraft
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ ● ], 2021 by and between Vertical Aerospace Ltd., a Cayman Islands exempted company (the “Company”), and [ ● ], a member of the board of directors of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 9th, 2021 • Vertical Aerospace Ltd. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 10, 2020 by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2022 • Vertical Aerospace Ltd. • Aircraft • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2022, is by and between Nomura Securities International, Inc., a New York corporation (the “Investor”), and Vertical Aerospace Ltd., a Cayman Islands exempted company with limited liability (the “Company”).
VERTICAL AEROSPACE LTD. as Issuer, THE GUARANTORS PARTY HERETO, as Guarantors, and U.S. BANK NATIONAL ASSOCIATION as Trustee and Collateral Agent INDENTURE Dated as of [ ● ], 2021 7.00% / 9.00% Convertible Senior Secured PIK Toggle Notes due 2026Indenture • November 1st, 2021 • Vertical Aerospace Ltd. • Aircraft • New York
INDENTURE, dated as of [ ● ], 2021, between Vertical Aerospace Ltd., a Cayman Islands exempted company (the “Company”), and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
VERTICAL AEROSPACE LTD. and NOMURA SECURITIES INTERNATIONAL, INC.Share Purchase Agreement • March 22nd, 2023 • Vertical Aerospace Ltd. • Aircraft • New York
This AMENDED AND RESTATED SHARE PURCHASE AGREEMENT is made and entered into as of September 22, 2022 (this “Agreement”), by and between Nomura Securities International, Inc., a New York corporation (the “Investor”), and Vertical Aerospace Ltd., a Cayman Islands exempted company with limited liability (the “Company”).
FORM OF SPONSOR LETTER AGREEMENTSponsor Letter Agreement • July 9th, 2021 • Vertical Aerospace Ltd. • England and Wales
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of June __, 2021, is entered into as a deed by and among Broadstone Sponsor LLP, a United Kingdom limited liability partnership (the “Sponsor”), Broadstone Acquisition Corp., a Cayman Islands exempted company (“Broadstone”), Vertical Aerospace Group Ltd., a company limited by shares incorporated in England and Wales under registration number 12590994 (the “Company”), Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (“Pubco”) and Vertical Merger Sub Ltd., a Cayman Islands exempted company incorporated with limited liability (“Merger Sub”). The Sponsor, Broadstone and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BROADSTONE ACQUISITION CORP. Marylebone, London W1H 6AY United KingdomAdministrative Services Agreement • July 9th, 2021 • Vertical Aerospace Ltd. • New York
This letter agreement (this “Agreement”) by and between Broadstone Acquisition Corp. (the “Company”) and Broadstone Sponsor LLP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Form of Voting and SUPPORT AGREEMENTVoting and Support Agreement • July 9th, 2021 • Vertical Aerospace Ltd. • England and Wales
This Voting and Support Agreement (this “Agreement”), dated as of June __, 2021, is entered into as a deed by and among the following (each a “Party” and collectively the “Parties”): (i) Broadstone Acquisition Corp., a Cayman Islands exempted company (“Broadstone”), (ii) Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (“Pubco”), (iii) Vertical Aerospace Group Ltd., a company limited by shares incorporated in England and Wales under registration number 12590994 (the “Company”); and (iv) the parties whose names and addresses are listed on Schedule A hereto (each a “Shareholder” and collectively the “Shareholders”). Certain capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT)Warrant Agreement • September 20th, 2021 • Vertical Aerospace Ltd. • Aircraft • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [_________], 2021, by and among Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), Vertical Aerospace Ltd., a Cayman Islands exempted company (“Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2021 • Vertical Aerospace Ltd. • New York
This Registration Rights Agreement is entered into as of [ l ] 2021, by and among (i) Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”), (ii) the parties listed on Schedule A hereto (each such party, together with 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 (iii) for the limited purpose set forth in Section 5.5 of this Agreement, Broadstone Acquisition Corp., a Cayman Islands exempted company (“Broadstone”). Certain capitalized terms used and not otherwise defined herein are defined in Article 1 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2024 • Vertical Aerospace Ltd. • Aircraft
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2024, is by and between Imagination Aero Investments Limited (the “Investor”) and Vertical Aerospace Ltd., a Cayman Islands exempted company with limited liability (the “Company”).
SHARE PURCHASE AGREEMENT AUGUST 5, 2022Share Purchase Agreement • August 8th, 2022 • Vertical Aerospace Ltd. • Aircraft • New York
This SHARE PURCHASE AGREEMENT is made and entered into as of August 5, 2022 (this “Agreement”), by and between Nomura Securities International, Inc., a New York corporation (the “Investor”), and Vertical Aerospace Ltd., a Cayman Islands exempted company with limited liability (the “Company”).
AMERICAN AIRLINES, INC. (as the Vendor) and VERTICAL AEROSPACE LTD. (as the Purchaser) FORM OF CALL OPTION AGREEMENT 99 Bishopsgate London EC2M 3XF +44.20.7710.1000 (Tel) www.lw.com CONTENTSCall Option Agreement • July 9th, 2021 • Vertical Aerospace Ltd. • New York
THIS DEED is made on June 10, 2021 BETWEENDeed • July 9th, 2021 • Vertical Aerospace Ltd. • England and Wales
FORBEARANCE AGREEMENTForbearance Agreement • December 20th, 2024 • Vertical Aerospace Ltd. • Aircraft • New York
THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of December 15, 2024, by and among MUDRICK CAPITAL MANAGEMENT, L.P. (“Mudrick Capital”) on behalf of the funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates and listed hereto in Annex A (each, a “Holder” and collectively, the “Holders”), VERTICAL AEROSPACE LTD., a Cayman Islands exempted company incorporated with limited liability, with its principal executive office at Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (the “Company”), VERTICAL AEROSPACE GROUP LIMITED, a company incorporated under the laws of England and Wales, and a wholly-owned subsidiary of the Company (“VAGL”), STEPHEN FITZPATRICK and IMAGINATION AERO INVESTMENTS LIMITED (Stephen Fitzpatrick and Imagination Aero Investments Limited, and any other fund, entity or account that is affiliated with Stephen Fitzpatrick collectively, the “SF Investors”). Mudrick Capital, the Company, VAGL and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2022 • Vertical Aerospace Ltd. • Aircraft • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2022, is by and between Nomura Securities International, Inc., a New York corporation (the “Investor”), and Vertical Aerospace Ltd., a Cayman Islands exempted company with limited liability (the “Company”).
Notice to Warrant HoldersWarrant Agreement • September 16th, 2024 • Vertical Aerospace Ltd. • Aircraft
Reference is made to that certain Warrant Agreement (the “Warrant Agreement”), dated as of September 10, 2020, by and between Broadstone Acquisition Corp. (“Broadstone”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), which Warrant Agreement was assigned and assumed by Vertical Aerospace Ltd. (the “Company”) pursuant to that certain Assignment, Assumption and Amendment Agreement, dated as of December 15, 2021, by and among Broadstone, the Company and the Warrant Agent. All capitalized terms not separately defined in this Notice shall have the same meanings as defined in the Warrant Agreement.
Advanced Air Mobility (“AAM”) Partnership Memorandum of Understanding (“MOU”)Memorandum of Understanding • November 1st, 2021 • Vertical Aerospace Ltd. • Aircraft • England and Wales
Dated 22 October 2021 Vertical Aerospace Group Ltd. (as Borrower) and Stephen Fitzpatrick (as Lender) Loan AgreementLoan Agreement • November 1st, 2021 • Vertical Aerospace Ltd. • Aircraft
WHEREAS, the Lender wishes to make a loan in the aggregate amount of $5,000,000.00 available to the Borrower on the terms set out in this Agreement.
INVESTMENT AGREEMENTInvestment Agreement • December 20th, 2024 • Vertical Aerospace Ltd. • Aircraft • New York
This INVESTMENT AGREEMENT (this “Investment Agreement”) is entered into on December 20, 2024, by and between Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Issuer”), Vertical Aerospace Group Limited, a company incorporated under the laws of England and Wales, and a wholly-owned subsidiary of the Issuer (“VAGL”), Mudrick Capital Management L.P. (“Mudrick Capital” and, together with any fund, entity or account that is managed, sponsored or advised by Mudrick Capital or its affiliates, the “Mudrick Investor”) and Stephen Fitzpatrick (together with Imagination Aero Investments Limited and any other fund, entity or account that is affiliated with Stephen Fitzpatrick, the “SF Parties”).
EMI share option agreementEmi Share Option Agreement • March 24th, 2022 • Vertical Aerospace Ltd. • Aircraft • England and Wales
Partnership AgreementPartnership Agreement • August 24th, 2021 • Vertical Aerospace Ltd. • Aircraft • England and Wales
THIS AGREEMENT is made on ___________________ 2021 BETWEEN (each a “Party” and together the “Parties”).Option Agreement • March 24th, 2022 • Vertical Aerospace Ltd. • Aircraft • England and Wales
INVESTMENT AGREEMENTInvestment Agreement • February 23rd, 2024 • Vertical Aerospace Ltd. • Aircraft • New York
This INVESTMENT AGREEMENT (this “Investment Agreement”) is entered into on February 22, 2024, by and between Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Issuer”), and Imagination Aero Investments Limited, a company incorporated in England and Wales with company number 15467761 (the “Investor”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 9th, 2021 • Vertical Aerospace Ltd. • England and Wales
SF RESERVED MATTERS LETTER AGREEMENTSf Reserved Matters Letter Agreement • March 13th, 2024 • Vertical Aerospace Ltd. • Aircraft • New York
This SF RESERVED MATTERS LETTER AGREEMENT (this “Agreement”), dated as of March 13, 2024, is entered into by and between Stephen Fitzpatrick (the “Rights Holder”) and Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”). The Rights Holder and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • March 13th, 2024 • Vertical Aerospace Ltd. • Aircraft • New York
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of March 13, 2024 between Imagination Aero Investments Limited, a company incorporated in England and Wales with company number 15467761 (the “Holder”) and Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability, with its principal executive office at Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (the “Company”). The Holder and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 9th, 2021 • Vertical Aerospace Ltd. • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [ ˜ ], day of June, 2021, by and among Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Issuer”), Broadstone Acquisition Corp., a Cayman Islands exempted company (“Broadstone”) and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
