SPONSOR LETTER AGREEMENTSponsor Letter Agreement • February 10th, 2021 • Atlas Crest Investment Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of February 10, 2021, is made by and among Atlas Crest Investment LLC, a Delaware limited liability company (the “Sponsor”), Atlas Crest Investment Corp., a Delaware corporation (“Atlas”), Archer Aviation Inc., a Delaware corporation (the “Company”) and, solely for purposes of Sections 5, 7 and 8 (and the other sections of this Agreement solely to the extent relating to Sections 5, 7 and 8), certain individuals, each of whom is a member of Atlas’s board of directors and/or management (the “Insiders”). The Sponsor, Atlas, the Company and the Insiders (solely for purposes of Sections 5, 7 and 8 (and the other sections of this Agreement solely to the extent relating to Sections 5, 7 and 8)) 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).
Description of Archer and United TransactionAircraft Purchase Agreement • February 10th, 2021 • Atlas Crest Investment Corp. • Blank checks
On January 29, 2021, Archer Aviation, Inc. (“Archer” or “we”) entered into an aircraft purchase agreement (the “Purchase Agreement”) with United Airlines, Inc. (“United”) related to the purchase of an Archer model (the “Aircraft”), and a collaboration agreement (the “Collaboration Agreement”) with United related to the development of the Aircraft and certain material terms regarding the Aircraft and the related purchase obligations. Subject to certain conditions and material terms (including those described below), the Purchase Agreement provides for the purchase by United of a given quantity of Aircraft at a fixed base purchase price per unit for an aggregate base purchase price of US$1 billion and grants United an option, at its election, to order an additional quantity of Aircraft at the same unit price for an additional aggregate base purchase price of up to US$500 million. The Collaboration Agreement provides that Archer and United will hold certain senior management team meetings
