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
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”).
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).
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.
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
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 9th, 2021 • Vertical Aerospace Ltd. • England and Wales
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).
