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SUBJECT TO COMPLETION, DATED AUGUST 24, 2021

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF BROADSTONE
ACQUISITION CORP.

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PROSPECTUS FOR
38,162,876 ORDINARY SHARES AND
15,265,150 WARRANTS TO PURCHASE ORDINARY SHARES,
IN EACH CASE, OF VERTICAL AEROSPACE LTD.

The board of directors of Broadstone Acquisition Corp., a Cayman Islands exempted company (“Broadstone”) has unanimously approved the Business Combination Agreement, dated as of June 10, 2021, as it may be amended (the “Business Combination Agreement”), by and among Broadstone, Vertical Aerospace Ltd., a Cayman Islands exempted company (“Pubco”), Vertical Merger Sub Ltd., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), Vertical Aerospace Group Ltd., a private limited company incorporated under the laws of England and Wales (“Vertical”) and the shareholders of Vertical party thereto (the “Vertical Shareholders”), which, among other things, provides for (i) the Merger of Merger Sub with Broadstone, with Broadstone surviving the Merger and the shareholders of Broadstone becoming shareholders of Pubco, (ii) upon the effectiveness of such Merger, the transfer of 100% of the outstanding ordinary shares of Vertical by the Vertical Shareholders for Ordinary Shares of Pubco (collectively, the “Business Combination”) and (iii) the adoption of Pubco’s amended and restated memorandum and articles of association. As a result of and upon consummation of the Business Combination, each of Broadstone and Vertical will become a wholly owned subsidiary of Pubco, as described in this proxy statement/prospectus, and Pubco will become a new public company owned by the prior shareholders of Broadstone and the prior shareholders of Vertical.

Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination (i) each outstanding private warrant of Broadstone will be surrendered for nil consideration and cancelled; (ii) each outstanding Class A ordinary share of Broadstone will be converted into one ordinary share of Pubco; (iii) each outstanding public warrant of Broadstone will be converted into one warrant of Pubco that entitles the holder thereof to purchase one ordinary share of Pubco in lieu of one ordinary share of Broadstone and otherwise upon substantially the same terms and conditions; (iv) each outstanding Class B ordinary share of Broadstone will be transferred to Pubco in consideration for one ordinary share of Pubco; and (v) 100% of the outstanding ordinary shares of Vertical will be transferred to Pubco in consideration for ordinary shares of Pubco. Accordingly, this proxy statement/prospectus covers the issuance by Pubco of an aggregate of 38,162,876 ordinary shares, 15,265,150 warrants and 15,265,150 ordinary shares issuable upon exercise of warrants.

As a result of the Business Combination, Pubco will become a new public company, and each of Broadstone and Vertical will become a wholly-owned subsidiary of Pubco. The former shareholders of Broadstone and Vertical will become shareholders of Pubco.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Pubco and Broadstone entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Pubco agreed to issue and sell to such PIPE Investors, an aggregate of 8,900,000 Pubco Ordinary Shares at $10.00 per share for gross proceeds of $89,000,000 (the “PIPE Financing”) on the date of Closing. The Pubco Ordinary Shares to be issued under the Subscription Agreements are being issued in private placement transactions pursuant to an exemption from registration requirements of the Securities Act and have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended. Pubco will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the closing of the Business Combination.

As a result of the Business Combination, assuming that no shareholders of Broadstone elect to redeem their Class A ordinary shares of Broadstone issued as part of the Units sold in Broadstone’s initial public offering (“Public Shares”) for cash in connection therewith as permitted by Broadstone’s amended and restated memorandum and articles of association, the Vertical Shareholders (including individuals that receive Pubco Ordinary Shares upon the exercise of the Vertical Options) and the former Broadstone shareholders will own approximately 66.19% and 13.75%, respectively, of the Ordinary Shares of Pubco to be outstanding immediately after the Business Combination, provided that such numbers exclude the Earn Out Shares and include the Pubco Ordinary Shares issuable upon the exercise of the Vertical Options. If 15,430,301 of Broadstone Class A ordinary shares (the maximum number of Broadstone Class A ordinary shares that can be redeemed while still maintaining the $240 million Closing Cash in order to consummate the Business Combination) are converted into cash, such percentages will be approximately 71.14% and 7.31%, respectively.

Under the Business Combination Agreement, the closing of the Business Combination and the transactions contemplated therein is subject to a number of conditions, including (i) that Broadstone shareholders approve the Business Combination Proposal and (ii) Broadstone and Pubco having at least $240 million of cash either in or outside of the Trust Account (as defined herein), after taking into accounts payments by Broadstone to Broadstone public shareholders who exercise their redemption rights, as described herein, and any proceeds received by Pubco from the PIPE Financing. If any of the conditions to Broadstone’s, Pubco’s or Vertical’s obligation to consummate the Business Combination or any of the transactions contemplated therein are not satisfied, then the parties to the Business Combination Agreement will not be required to consummate the Business Combination and any of the transactions contemplated therein.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Extraordinary General Meeting of Broadstone scheduled to be held on            , 2021. In connection with the shareholder vote to approve the Business Combination, the Sponsor or Broadstone's directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions from shareholders who would have otherwise elected to have their shares redeemed in connection with the Business Combination.

Broadstone’s units, ordinary shares and warrants are currently listed on The New York Stock Exchange (“NYSE”) under the symbols “BSN,” “BSN-UN” and “BSN-WT,” respectively. Pubco will apply for listing, to be effective at the time of the Business Combination, of its ordinary shares and warrants on the NYSE under the symbols, “EVTL” and “EVTLW,” respectively. Pubco will not have units traded following consummation of the Business Combination.

Each of Broadstone and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

Pubco is also a “foreign private issuer,” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Pubco’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Pubco will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

This proxy statement/prospectus provides you with detailed information about the Proposed Transactions and other matters to be considered at the Extraordinary General Meeting of Broadstone. We encourage you to carefully read this entire document and the documents incorporated by reference.

You should also carefully consider the risk factors described in “Risk Factors” beginning on page 54 of the accompanying proxy statement/​prospectus.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in this proxy statement/prospectus or any of the securities to be issued in the Proposed Transactions described in this proxy statement/prospectus, passed upon the merits or fairness of the Proposed Transactions described in this proxy statement/prospectus or related transactions or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.

This proxy statement/prospectus is dated            , 2021, and is first being mailed to Broadstone shareholders on or about            , 2021.

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TABLE OF CONTENTS

​	​	​	Page				​
ABOUT THIS PROXY STATEMENT/PROSPECTUS	​	​	​	​	ii	​	​
CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS	​	​	​	​	ii	​	​
FINANCIAL STATEMENT PRESENTATION	​	​	​	​	ii	​	​
IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES	​	​	​	​	iii	​	​
INDUSTRY AND MARKET DATA	​	​	​	​	iii	​	​
FREQUENTLY USED TERMS	​	​	​	​	1	​	​
QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTIONS	​	​	​	​	7	​	​
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	​	​	​	​	28	​	​
SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS	​	​	​	​	52	​	​
RISK FACTORS	​	​	​	​	54	​	​
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	​	​	​	​	98	​	​
THE EXTRAORDINARY GENERAL MEETING OF BROADSTONE SHAREHOLDERS	​	​	​	​	100	​	​
PROPOSAL NO.1 – THE BUSINESS COMBINATION PROPOSAL	​	​	​	​	106	​	​
PROPOSAL NO.2 – THE MERGER PROPOSAL	​	​	​	​	152	​	​
PROPOSAL NO.3 – THE SHARE ISSUANCE PROPOSAL	​	​	​	​	153	​	​
PROPOSAL NO.4 – THE PUBCO INCENTIVE PLAN PROPOSAL	​	​	​	​	154	​	​
PROPOSAL NO.5 – THE ADJOURNMENT PROPOSAL	​	​	​	​	161	​	​
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION	​	​	​	​	162	​	​
INFORMATION RELATED TO PUBCO	​	​	​	​	174	​	​
INFORMATION RELATED TO BROADSTONE	​	​	​	​	175	​	​
VERTICAL’S BUSINESS	​	​	​	​	196	​	​
VERTICAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	​	​	​	​	213	​	​
MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION	​	​	​	​	226	​	​
EXECUTIVE COMPENSATION	​	​	​	​	231	​	​
BENEFICIAL OWNERSHIP OF SECURITIES	​	​	​	​	233	​	​
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	​	​	​	​	236	​	​
DESCRIPTION OF PUBCO SECURITIES	​	​	​	​	240	​	​
APPRAISAL RIGHTS	​	​	​	​	258	​	​
SHAREHOLDER PROPOSALS	​	​	​	​	258	​	​
OTHER SHAREHOLDER COMMUNICATIONS	​	​	​	​	258	​	​
EXPERTS	​	​	​	​	258	​	​
LEGAL MATTERS	​	​	​	​	259	​	​
DELIVERY OF DOCUMENTS TO SHAREHOLDERS	​	​	​	​	259	​	​
WHERE YOU CAN FIND MORE INFORMATION	​	​	​	​	260	​	​
INDEX TO FINANCIAL STATEMENTS	​	​	​	​	F-1	​	​
ANNEXES	​	​	​	​	​	​	​
ANNEX A – BUSINESS COMBINATION AGREEMENT	​	​	​	​	A-1	​	​
ANNEX B – FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PUBCO	​	​	​	​	B-2	​	​
ANNEX C – FORM OF PLAN OF MERGER	​	​	​	​	C-1	​	​
ANNEX D – FORM OF VERTICAL AEROSPACE LTD. 2021 INCENTIVE AWARD PLAN	​	​	​	​	D-1	​	​

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTIONS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting of shareholders, including with respect to the Proposed Transactions. The following questions and answers may not include all the information that is important to Broadstone’s shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

​	Q. Why am I receiving this proxy statement/prospectus?	​	​	A.   Broadstone and Vertical have agreed to a business combination under the terms of the Business Combination Agreement, dated as of June 10, 2021, that is described in this proxy statement/prospectus and to approve the Business Combination contemplated by the Business Combination Agreement. This agreement is referred to as the “Business Combination Agreement.” The Business Combination Agreement provides for, among other things, (a) the Merger of Merger Sub with Broadstone, with Broadstone surviving the Merger and each of the current shareholders of Broadstone receiving securities of Pubco, which we call the “Merger,” ​(b) the exchange of 100% of the ordinary shares of Vertical by the Vertical Shareholders for Ordinary Shares of Pubco, which we call the “Share Acquisition” and (c) the adoption of Pubco’s Amended and Restated Memorandum and Articles of Association. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.	​
​	Q. When and where is the extraordinary general meeting?	​	​	A.   The extraordinary general meeting will be held on          , 2021, at 10:00 a.m., New York time, at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, NY 10166. As a matter of Cayman Islands law, there must be a physical location for the meeting. However, given the current global pandemic it is unlikely to be practical for shareholders to attend in person. Therefore, the extraordinary general meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. Broadstone shareholders will be able to attend the extraordinary general meeting remotely, vote and submit questions during the extraordinary general meeting by visiting and entering their control number. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Broadstone’s shareholders and Broadstone, and (ii) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention (“CDC”) and the U.S. Securities and Exchange Commission (“SEC”) due to the novel coronavirus (COVID-19). The virtual meeting format allows attendance from any location in the world.	​
​	Q. What is being voted on at the Meeting?	​	​	A.   Broadstone’s shareholders are being asked to vote to approve the Business Combination Agreement and transactions contemplated thereby, including the Merger. See the sections entitled “Proposal No. 1 — The Business Combination Proposal” and “Proposal No. 2 — The Merger Proposal.”	​
​	​	​	​	In addition to the foregoing proposals, the shareholders are also asketo consider and vote upon (i) a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of Broadstone’s issued and outstanding ordinary shares in financing transactions in connection with the proposed Business	​

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​	Q. What positive and negative factors did the Broadstone board consider when determining whether or not to proceed with the Business Combination?	​	​	A.   In evaluating the Proposed Transactions and making the above determinations and its recommendation, the Broadstone board consulted with its advisors and Broadstone management and considered a number of factors, including, but not limited to, the factors discussed below. In light of the wide number and complexity of the factors considered in connection with its evaluation of the Proposed Transactions, the board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Broadstone’s board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Broadstone’s board’s reasons for the Proposed Transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”	​
​	​	​	​	The Broadstone board of directors ultimately determined that the decision to pursue a business combination with Vertical over the Other Potential Acquisitions was generally the result of, but not limited to, one or more of the following reasons: • the determination of Broadstone’s management and the Sponsor that: (i) the market opportunity was substantial, (ii) Vertical was an attractive investment opportunity because of its strategic industry backing and conditional pre-orders and has (a) ground-breaking proprietary technology, (b) a capital light business model with attractive unit economics, (c) strong growth potential and (d) an impressive management team; ​ • the determination that the combination of Broadstone and Vertical has the potential to increase substantially the likelihood of the Company achieving its growth potential and thereby create shareholder value; ​ • the determination of Broadstone’s management and the Sponsor that the Company was a more viable opportunity than the Other Potential Acquisitions; and ​ • a difference in valuation expectations between Broadstone and the senior executives or shareholders of the Other Potential Acquisitions. ​	​
​	​	​	​	Specifically, Broadstone’s board considered a number of factors pertaining to the Proposed Transactions as generally supporting its decision to approve the entry into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:	​
​	​	​	​	Potential Market.   The Broadstone board believes that certifying VA-X4 to the most stringent aerospace standards should unlock a large urban air mobility sector whose total addressable market has been estimated by Morgan Stanley to be approximately $1 trillion by 2040.	​
​	​	​	​	Strong Management Team.   The Broadstone board believes that Vertical has a strong management team, led by founder and Chief Executive Officer Stephen Fitzpatrick. Over the past five years,	​

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​	​	​	​	Broadstone and its shareholders.	​
​	Q. Why is Broadstone providing shareholders with the opportunity to vote on the Business Combination?	​	​	A.   Under its amended and restated memorandum and articles of association, Broadstone must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Broadstone’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Broadstone has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Broadstone is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow its Public Shareholders to effectuate Redemptions of their Public Shares in connection with the closing of the Business Combination.	​
​	Q. Are the proposals conditioned on one another?	​	​	A.   Unless the Business Combination Proposal is approved, the Merger Proposal, the Share Issuance Proposal and the Pubco Incentive Plan Proposal will not be presented to the shareholders of Broadstone at the Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/​prospectus. It is important for you to note that in the event that the Business Combination Proposal, the Merger Proposal or the Share Issuance Proposal do not receive the requisite vote for approval, then Broadstone will not consummate the Business Combination. If Broadstone does not consummate the Business Combination and fails to complete an initial business combination by September 15, 2022, Broadstone will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its Public Shareholders.	​
​	Q. What will happen in the Business Combination?	​	​	A.   At the Closing, Merger Sub will merge with Broadstone, with Broadstone surviving such Merger. Upon consummation of the Merger, Broadstone will become a wholly-owned subsidiary of Pubco and holders of Broadstone securities will exchange their Broadstone securities outstanding at the time of the Merger for Pubco securities. In particular, (i) each issued and outstanding security of Broadstone (other than the Founder Shares and the Private Placement Warrants) will automatically be cancelled, in exchange for the right to receive a substantially equivalent security of Pubco, (ii) each issued and outstanding Founder Share will be transferred to Pubco, in consideration for the right to one Pubco Ordinary Share and (iii) the Private Placement Warrants shall no longer be outstanding and shall automatically be cancelled prior to the Merger. In connection with the Share Acquisition, the shareholders of Vertical will exchange their ordinary shares of Vertical for Pubco Ordinary Shares, as a result of which, Vertical will become a wholly-owned subsidiary of Pubco. The cash held in the Trust Account and the proceeds from the financing transactions in connection with the Business Combination will be used by Pubco for working capital and general corporate purposes following the consummation of the Business Combination. In connection with the Closing, the board of directors and shareholders of Pubco will adopt the Amended and Restated Memorandum and Articles of Association. In addition, upon the Closing, the PIPE Investors will subscribe for and purchase 8,900,000 Pubco Ordinary Shares from Pubco for an aggregate purchase price of $89,000,000. Concurrently with Share Acquisition Closing, (a) the Loan Note Holders (having	​

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​	​	​	​	an aggregate purchase price of $89,000,000.	​
​	Q. Did the Broadstone board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?	​	​	A.   As is customary for a transaction of this nature that is on arm’s length commercial terms, Broadstone’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with Vertical. The officers and directors of Broadstone have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Broadstone’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination with Vertical. In addition, Broadstone’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Broadstone’s board of directors in valuing Vertical’s business, and assuming the risk that the board of directors may not have properly valued such business.	​
​	Q. Will Broadstone or Pubco issue additional equity securities in connection with the consummation of the Business Combination.	​	​	A.   In addition to the PIPE Financing, Pubco or Broadstone may enter into equity financing in connection with the Business Combination with their respective affiliates or any third parties if the parties determine that the issuance of additional equity is necessary or desirable in connection with the consummation of the Business Combination. The purpose of these purchases would be to increase the amount of cash available to Broadstone for use in the Business Combination. Any equity issuances could result in dilution of the relative ownership interest of the non-redeeming Broadstone public shareholders or the former equity holders of the Company.	​
​	Q. How many votes do I have at the Meeting?	​	​	A.   Broadstone shareholders are entitled to one vote on each of the proposals at the Meeting for each ordinary share of Broadstone held of record as of         , 2021, the record date for the Meeting (the “Record Date”). As of the close of business on the Record Date, there were          ordinary shares of Broadstone outstanding, of which         were Class A ordinary shares and         were Class B ordinary shares.	​
​	Q. What vote is required to approve the proposals presented at the Meeting?	​	​	A.   The approval of each of the Business Combination Proposal, the Pubco Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal requires an ordinary resolution. The approval of the Merger Proposal requires a special resolution. Assuming a quorum is established, a shareholder’s failure to vote by proxy or to vote in person at the Meeting will have no effect on the foregoing proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. Broadstone’s Sponsor, directors and officers have agreed to vote their shares in favor of the Business Combination Proposal and the Merger Proposal. As of the date of this proxy statement/prospectus, Broadstone’s Sponsor, directors and officers beneficially owned an aggregate of 7,632,575 ordinary shares of Broadstone.	​
​	Q. Do the Vertical Shareholders need to approve the Business Combination?	​	​	A.   All of the Vertical Shareholders have executed the Business Combination Agreement, and therefore no further approval of the Business Combination by the Vertical Shareholders is required. American has executed the American SPA and the Loan Note Holders have executed the LNH SPA, and therefore, no further approval of the	​

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​	​	​	​	Business Combination by such persons is required.	​
​	Q. May Broadstone, the Sponsor or Broadstone’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?	​	​	A.   In connection with the shareholder vote to approve the Business Combination, the Sponsor or Broadstone’s directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions from shareholders who would have otherwise elected to have their shares redeemed in connection with the Business Combination. None of the Sponsor or Broadstone’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or Broadstone’s directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Broadstone public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The price per share paid in any such transaction may be different from the amount per share a Broadstone public shareholder would receive if it elected to redeem its shares in connection with the Business Combination. The purpose of these purchases would be to increase the amount of cash available to Broadstone for use in the Business Combination.	​
​	Q. What constitutes a quorum at the Meeting?	​	​	A.   Holders of a majority of the Broadstone ordinary shares issued and outstanding and entitled to vote at the Meeting constitute a quorum. As of the Record Date, ordinary shares of Broadstone would be required to achieve a quorum.	​
​	Q. How do the insiders of Broadstone intend to vote on the proposals?	​	​	A.   Broadstone’s Sponsor, officers and directors beneficially own and are entitled to vote an aggregate of approximately 20% of the outstanding ordinary shares of Broadstone. These parties have agreed to vote their securities in favor of the Business Combination Proposal and the Merger Proposal. Broadstone’s Sponsor, officers and directors have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting.	​
​	Q. What interests do Broadstone’s current officers and directors have in the Proposed Transactions?	​	​	A.   Broadstone’s directors and executive officers may have interests in the Proposed Transactions that are different from, in addition to or in conflict with, yours. These interests include: • the beneficial ownership of the Initial Shareholders of 7,632,575 Founder Shares, which shares would become worthless if Broadstone does not complete a business combination within the applicable time period, as the Initial Shareholders waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $      based on the closing price of the Broadstone Class A ordinary shares of $      on the NYSE on          , 2021, the record date for the Meeting; ​	​
​	​	​	​	• the Initial Shareholders are expected to hold an aggregate of approximately 3.44% of the outstanding Pubco Ordinary Shares upon the consummation of the Business Combination after giving effect to the PIPE Financing, assuming none of Broadstone’s existing public shareholders exercise their redemption rights and excluding any Earn Out Shares; ​	​

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​	Q. What are the U.S. federal income tax consequences of the Proposed Transactions to U.S. Holders of Broadstone ordinary shares and Broadstone warrants?	​	​	A.   As discussed more fully under “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations,” Vertical has received an opinion of counsel, filed by amendment as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms a part, that the Merger, together with the election to treat Broadstone as a disregarded entity for U.S. federal income tax purposes, will constitute a tax-free reorganization under Section 368(a)(1)(F) of the Code. As a result of such election, for U.S. federal income tax purposes, Broadstone will be treated as an entity disregarded as separate from Pubco, and Pubco will be treated as the successor to Broadstone after the Merger. Assuming that the Merger so qualifies, U.S. Holders (as defined in “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations”) will not recognize gain or loss for U.S. federal income tax purposes on the Merger. All holders of Broadstone ordinary shares or warrants are urged to consult their tax advisors regarding the tax consequences to them of the Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Proposed Transactions, see “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations.”	​
​	Q. Do I have Redemption rights?	​	​	A.   Pursuant to Broadstone’s amended and restated memorandum and articles of association, holders of Public Shares may elect to have their shares redeemed for cash at the applicable Redemption price per share calculated in accordance with Broadstone’s articles of association. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $305,303,010 million (excluding interest earned and dissolution expenses), this would have amounted to approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be redeeming its ordinary shares of Broadstone for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands Redemption and delivers its share certificates (if any) and a redemption notice (either physically or electronically) to Broadstone’s transfer agent two days prior to the Meeting. See the section titled “The Extraordinary General Meeting of Broadstone Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.	​
​	Q. Will how I vote affect my ability to exercise redemption rights?	​	​	A.   No. You may exercise your redemption rights whether or not you are a holder of ordinary shares of Broadstone on the Record Date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your ordinary shares of Broadstone on the Business Combination Proposal (for or against) or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.	​
​	Q. How do I exercise my redemption rights?	​	​	A.   If you are a holder of Public Shares and wish to exercise your Redemption rights, you must demand that Broadstone redeem your shares for cash no later than 5:00 p.m. New York time on          , 2021 (two (2) business days prior to the vote on the Business	​

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​	Q. If I am a Warrant holder, can I exercise redemption rights with respect to my Warrants?	​	​	A.   No. The holders of Warrants have no redemption rights with respect to such securities.	​
​	Q. If I am a Unit holder, can I exercise redemption rights with respect to my Units?	​	​	A.   No. Holders of outstanding Units must separate the underlying ordinary shares and Warrants prior to exercising v rights with respect to the Public Shares.	​
​	​	​	​	If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, Broadstone’s transfer agent, with written instructions to separate such Units into Public Shares and Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.	​
​	​	​	​	If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, Broadstone’s transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.	​
​	Q. What are the possible sources and the extent of dilution that Broadstone’s shareholders that elect not to redeem their shares will experience in connection with the Business Combination?	​	​	A.   After the completion of the Business Combination and Proposed Transactions, Broadstone’s shareholders will own a significantly smaller percentage of the combined company than they currently own of Broadstone. Consequently, Broadstone’s shareholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in Broadstone.	​

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​	Q. What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?	​	​	A.   Unlike some other blank check companies which require Public Shareholders to vote against a business combination in order to exercise their redemption rights, Broadstone’s Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of Redemption by Public Shareholders. However, the Business Combination will not be consummated if, upon the consummation of the Business Combination, Broadstone does not have at least $5,000,001 net tangible assets after giving effect to payment of amounts that Broadstone will be required to pay to redeeming shareholders upon consummation of the Business Combination and the proceeds from any private placement investment, and (unless such condition is waived) Closing Cash of $240 million of Pubco and Broadstone at Closing. As a result, based on the current expected Broadstone cash and expenses and liabilities at Closing, holders of no more than approximately 15,430,301 million Public Shares of Broadstone (or approximately 50% of the total outstanding ordinary shares of Broadstone) could seek Redemption of their shares without triggering Vertical’s right to terminate the Business Combination Agreement. Also, with fewer public shares and public shareholders, the trading market for Pubco’s Ordinary Shares may be less liquid than the market for Broadstone’s ordinary shares were prior to the Merger and Pubco may not be able to meet the listing standards for NYSE or another national securities exchange. In addition, with fewer funds available from the Trust Account, the working capital infusion from the Trust Account into Vertical’s business will be reduced.	​
​	Q. What happens if the Business Combination is not consummated?	​	​	A.   If Broadstone does not complete the Business Combination with Vertical or another business combination by September 15, 2022, Broadstone must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (excluding interest earned and dissolution expenses).	​
​	Q. When do you expect the Business Combination to be completed?	​	​	A.   It is currently anticipated that the Business Combination will be consummated promptly following the Broadstone meeting which is set for          , 2021; however, such meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Agreement —  The Business Combination Agreement and Related Agreements — Closing Conditions.”	​
​	Q. What do I need to do now?	​	​	A.   Broadstone urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or Warrant holder of Broadstone. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.	​
​	Q. How do I vote?	​	​	A.   If you are a holder of record of ordinary shares of Broadstone on the Record Date, you may vote in person at the Meeting or by submitting a proxy for the Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold	​

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​	Q. Who can help answer my questions?	​	​	A.   If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:	​
​	​	​	​	Marcus Waley-Cohen Broadstone Acquisition Corp. 7 Portman Mews South Marylebone, London W1H 6AY, United Kingdom Email: marcus@suncap.co.uk	​
​	​	​	​	Or:	​
​	​	​	​	Ms. Erika Harris Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, New York 10004 E-mail: eharris@continentalstock.com	​
​	​	​	​	You may also obtain additional information about Broadstone from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek Redemption of your shares, you will need to deliver your share certificates for Public Shares (if any) along with the redemption forms (either physically or electronically) to Broadstone’s transfer agent at the address below at least two (2) business days prior to the vote at the Meeting. If you have questions regarding the certification of your position or delivery of your share certificates or redemption forms, please contact:	​
​	​	​	​	Ms. Erika Harris Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, New York 10004 E-mail: eharris@continentalstock.com	​

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Merger and Share Acquisition and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.”

The Parties to the Proposed Transactions

Broadstone Acquisition Corp.

Broadstone Acquisition Corp. (“Broadstone”) is a blank check company formed in order to effect a merger, share exchange, asset acquisition or other similar business combination with one or more businesses or entities. Broadstone was incorporated under the laws of the Cayman Islands on May 13, 2020.

On September 15, 2020, Broadstone closed its Initial Public Offering of 30,000,000 Units, with each Unit consisting of one ordinary share and one-half of one Public Warrant, with each whole Public Warrant exercisable for one ordinary share of Broadstone at a price of $11.50 per share. On October 14, 2020, Broadstone consummated the sale of an additional 530,301 Units which were subject to an over-allotment option granted to the underwriters of its Initial Public Offering. The Units from the Initial Public Offering (including the over-allotment option) were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $305,303,010. Simultaneously with the consummation of the Initial Public Offering, Broadstone consummated the private sale of an aggregate of 8,000,000 Private Placement Warrants to its Initial Shareholders, in each case at $1.00 per Private Placement Warrant for an aggregate purchase price of $8,000,000. Simultaneously with the exercise of the underwriters’ over-allotment option, Broadstone consummated the private sale of an aggregate of 106,060 Private Placement Warrants to its Initial Shareholders, in each case at $1.00 per Private Placement Warrant for an aggregate purchase price of $106,060. A total of $305,303,010 was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Initial Public Offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-245663) that became effective on September 10, 2020. As of June 20, 2021, there was approximately $305,324,759.76 held in the Trust Account.

After consummation of the Business Combination, the funds in the Trust Account will be used by Broadstone to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with Vertical (including fees of an aggregate of approximately $10,685,605 to certain underwriters and finders in connection with the Business Combination), and to repay any loans owed by Broadstone to Sponsor. Any remaining funds will be paid to Vertical (or as otherwise designated in writing by Vertical to Broadstone prior to the Closing) and used for working capital and general corporate purposes of Pubco and/or Vertical.

Citigroup Global Markets Inc., in its role as investment banker to Broadstone, has provided Broadstone with advice and assistance in reviewing potential targets with which to consummate a business combination and arranging meetings with and preparing materials for investors in connection with the consummation of the Business Combination, as well as providing general advice with respect to special purpose acquisition company transactions.

Broadstone’s Units, ordinary shares and Public Warrants are listed on the NYSE under the symbols “BSN-UN,” “BSN,” and “BSN-WT,” respectively.

The mailing address of Broadstone’s principal executive office is 7 Portman Mews South, Marylebone, London W1H 6AY, United Kingdom. After the consummation of the Business Combination, Broadstone will become a wholly-owned subsidiary of Pubco.

 

28

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SUMMARY FINANCIAL INFORMATION OF BROADSTONE

Broadstone is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination. Broadstone's financial statements have been prepared and are presented in accordance with U.S. GAAP.

Broadstone’s balance sheet data as of June 30, 2021 and statement of operations data for the six months ended June 30, 2021 are derived from Broadstone’s unaudited financial statements included elsewhere in this proxy statement/prospectus. Broadstone’s balance sheet data as of December 31, 2020 and statement of operations data for the period from May 13, 2020 (inception) through December 31, 2020 are derived from Broadstone’s audited financial statements included elsewhere in this proxy statement/prospectus. The financial statements of Broadstone are stated in US dollars (US$).

The information in this section is only a summary and should be read in conjunction with each of Broadstone’s financial statements and related notes and “Information Related to Broadstone — Broadstone’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Broadstone.

BROADSTONE ACQUISITION CORP. CONDENSED BALANCE SHEET

​

​

​

June 30, 2021

​

​

December 31, 2020

​

​

​

​

(unaudited)

​

​

(as restated)

​

Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

Current assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash

​

​

​

$

871,279

​

​

​

​

$

1,605,045

​

​

Prepaid expenses

​

​

​

​

124,167

​

​

​

​

​

187,865

​

​

Total current assets

​

​

​

​

995,446

​

​

​

​

​

1,792,910

​

​

Investment held in Trust Account

​

​

​

​

305,327,735

​

​

​

​

​

305,311,303

​

​

Total Assets

​

​

​

$

306,323,181

​

​

​

​

$

307,104,213

​

​

Liabilities and Shareholders’ Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

Current liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts payable

​

​

​

$

80,954

​

​

​

​

$

155,683

​

​

Accrued expenses

​

​

​

​

2,334,251

​

​

​

​

​

219

​

​

Total current liabilities

​

​

​

​

2,415,205

​

​

​

​

​

155,902

​

​

Warrant liability

​

​

​

​

28,053,559

​

​

​

​

​

26,175,756

​

​

Deferred underwriting commissions

​

​

​

​

10,685,605

​

​

​

​

​

10,685,605

​

​

Total liabilities

​

​

​

​

41,154,369

​

​

​

​

​

37,017,263

​

​

Commitments and Contingencies

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A ordinary shares; 27,489,771 and 26,508,694 shares subject to possible redemption at redemption value at March 31, 2021 and December 31, 2020, respectively

​

​

​

​

260,168,806

​

​

​

​

​

265,086,944

​

​

Shareholders’ Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

​

​

​

​

—

​

​

​

​

​

—

​

​

Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,040,530 and 4,021,607 shares issued and outstanding (excluding 27,489,771 and 26,508,694 shares subject to possible redemption) at March 31, 2021 and December 31, 2020

​

​

​

​

451

​

​

​

​

​

402

​

​

 

47

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Exhibit 8.1

 

 

August 24, 2021

Broadstone Acquisition Corp.

7 Portman Mews South

Marylebone, London W1H 6AY

United Kingdom

 

Re: United States Federal Income Tax Consequences

 

Ladies and Gentlemen:

 

We have acted as counsel to Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), in connection with the Registration Statement of the Company on Form F-4 initially filed on July 9, 2021 with the Securities and Exchange Commission, as amended and supplemented through the date hereof (the “Registration Statement”).  Capitalized terms used herein but not defined shall have the meanings set forth in the Registration Statement.

 

In preparing the opinion set forth below, we have examined and reviewed originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the Business Combination Agreement; (iii) the representation letter of an officer of the Company (the “Representation Party”) delivered to us for purposes of this opinion (the “Representation Letter”); and (iv) such other documents, certificates and records as we have deemed necessary or appropriate as a basis for our opinion.  In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or electronic copies, and the authenticity of the originals of such latter documents.

 

In rendering our opinion, we have relied upon statements and representations of officers and other representatives of the Company, and we have assumed that such statements and representations, including those set forth in the Representation Letter, are and will continue to be true and correct through the closing of the Business Combination without regard to any qualification as to knowledge, belief, intent, or otherwise.

 

In rendering our opinion, we have assumed, without any independent investigation or examination thereof, that (i) the Merger and the Business Combination will be consummated in the manner described in the Business Combination Agreement and the Registration Statement, will be effective under applicable law, and that none of the terms or conditions contained therein will be waived or modified, and (ii) the Business Combination Agreement, the Registration Statement and the Representation Letter accurately and completely reflect the facts relating to the Merger and the Business Combination.  Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy of the facts, information, covenants, representations and warranties set forth in the documents referred to above, including those set forth in the Representation Letter.

 

Our opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service (the “Service”), and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to change or differing interpretations, possibly with retroactive effect.  A change in the authorities upon which our opinion is based could affect the conclusions expressed herein.  Moreover, there can be no assurance that positions contrary to our opinion will not be taken by the Service or, if challenged, by a court.

 

Based upon the foregoing and subject to the assumptions, limitations and qualifications set forth herein and in the Registration Statement under the heading “U.S. Federal Income Tax Considerations,” we are of the opinion that, for United States federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code.

 

 

 

 

August 24, 2021 Page 2

 

Except as expressly set forth above, we express no other opinion. This opinion has been prepared solely in connection with the Registration Statement and may not be relied upon for any other purpose without our prior written consent.

 

This opinion is being delivered prior to the consummation of the Merger and the Business Combination and therefore is prospective and dependent on future events.  This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments, any factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.

 

In accordance with the requirements of Item 601(b)(23) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name under the heading “U.S. Federal Income Tax Considerations” in the Registration Statement.  In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the and Exchange Commission (the “SEC”) thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “experts” as used in the Securities Act or the rules and regulations of the SEC thereunder.

 

	Very truly yours,
	/s/ Winston & Strawn LLP

 

 

 

 

Exhibit 10.11

 

Date: ___________ 2021

 

 

VERTICAL AEROSPACE LTD.

 

 

FORM OF AMERICAN WARRANT
INSTRUMENT

 

 

 

99 Bishopsgate
London EC2M 3XF
United Kingdom
Tel: +44.20.7710.1000

 

www.lw.com

 

-1-

 

TABLE OF CONTENTS

 

Page

 

1.	DEFINITIONS AND INTERPRETATION	1
2.	EFFECTIVENESS AND CONDITIONS	6
3.	ISSUE OF THE WARRANTS	6
4.	EXERCISE OF SUBSCRIPTION RIGHTS	7
5.	ADJUSTMENT OF LONG STOP DATE	8
6.	REGISTRATION RIGHTS	8
7.	ADJUSTMENTS	13
8.	NO RIGHTS AS A SHAREHOLDER UNTIL EXERCISE	15
9.	WARRANTIES	15
10.	UNDERTAKINGS OF THE COMPANY	15
11.	LIQUIDATION	16
12.	VARIATION OF RIGHTS	16
13.	TRANSFER	17
14.	TERMINATION	17
15.	CONFIDENTIALITY	17
16.	NOTICES	18
17.	electronic execution	18
18.	INVALIDITY	18
19.	REMEDIES AND WAIVERS	18
20.	PROCESS AGENT	19
21.	GOVERNING LAW AND JURISDICTION	19
22.	THIRD PARTY RIGHTS	19

 

Schedule 1 FORM OF CERTIFICATE AND NOTICE OF EXERCISE	20
Schedule 2 REGISTER AND NOTICES	23
Schedule 3	25

 

i

 

This instrument (the “Deed”) is made on _______________ 2021

 

BY:

 

VERTICAL AEROSPACE LTD., a Cayman Islands exempted company incorporated with limited liability, with its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”)

 

WHEREAS

 

A.

(1) the Company; (2) Broadstone Acquisition Corp., a Cayman Islands exempted company (“Purchaser”); (3) Broadstone Sponsor LLP, a United Kingdom limited liability partnership, solely in its capacity as the Purchaser Representative; (4) Vertical Merger Sub Ltd., a Cayman Islands exempted company incorporated with limited liability (“Merger Sub”); (5) Vertical Aerospace Group Ltd., a company limited by shares incorporated in England under registration number 12590994 (“Target”); (6) Vincent Casey; and (7) the Company Shareholders (as defined in the BCA) entered into a business combination agreement (the “BCA”) on [ ● ] June 2021, pursuant to which, among other things, (a) Purchaser will merge with and into Merger Sub (the “Merger”), as a result of which (i) the separate corporate existence of Merger Sub shall cease and Purchaser shall continue as the surviving company and (ii) each issued and outstanding security of Purchaser immediately prior to the Merger Effective Time (as defined in the BCA) 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 the Company, and (b) Purchaser will acquire all of the issued and outstanding securities of Target in exchange for the right of the holders thereof to receive a substantially equivalent security of the Company (the “Share Acquisition”).

 

B.

American Airlines Inc., a Delaware corporation (“AA”), and Target entered into an aircraft purchase agreement dated [ ● ] 2021 (the “Aircraft Purchase Agreement”), in connection with which, among other things, Target agreed to issue certain equity warrants to AA.

 

C.

In connection with the transactions contemplated by the BCA, AA has agreed to subscribe for equity in the Company pursuant to a subscription agreement dated [ ● ] June 2021 (the “PIPE” and, together with the Merger, the Share Acquisition and the other transactions contemplated by the BCA, the “Transactions”).

 

D.

In connection with the Transactions, the Company has, by resolution of the Directors passed on or around the date hereof, resolved to create and issue the Warrants to the Warrantholder to subscribe for the Warrant Shares on the terms set out in this Deed.

 

E.

The requisite number of Shareholders have irrevocably waived all pre-emption rights conferred on them (whether by the Act, the Articles or otherwise) in relation to the Company’s issue of the Warrants to the Warrantholder to subscribe for the Warrant Shares and the Company’s Shareholder(s) have given the Directors authority to allot the Warrant Shares, in each case on the terms set out in this Deed.

 

IT IS AGREED THAT

 

1.

DEFINITIONS AND INTERPRETATION

 

1.1

In this Deed, unless the context otherwise requires, each of the following words and expressions shall have the following meanings:

 

“Act” means the Companies Act (as revised) of the Cayman Island;

 

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person;

 

1

 

“Aircraft” means any VA-X4 aircraft or derivative or successor aircraft developed by the Company Group;

 

“Aircraft Purchase Agreement” has the meaning set forth in Recital B above;

 

“Articles” means the articles of association of the Company (as amended from time to time);

 

“Beneficially Own” and “Beneficial Owner” have the meaning given to such terms in Rule 13d-3 under the Exchange Act;

 

“Binding Commitment” means a firm, legally-binding commitment pursuant to which AA or any of its Affiliates has placed a firm order for fifty (50) Aircraft, or any combination of such commitments that results in an order, without duplication, for fifty (50) Aircraft, in each case pursuant to the terms and conditions of the Aircraft Purchase Agreement;

 

“Binding Commitment Notice” has the meaning ascribed to such term in Clause 3.2;

 

“Business Day” means a day on which the English clearing banks are ordinarily open for the transaction of normal banking business in the City of London and New York, New York, U.S.A. (other than a Saturday or Sunday);

 

“Certificate” means a certificate evidencing a Warrantholder’s entitlement to Warrant A, Warrant B, Warrant C, Warrant D, Warrant E or Warrant F (as applicable) (together with the Subscription Rights and all additional rights attached thereto) in the form, or substantially in the form, set out in Part 1 of Schedule 1;

 

“Certification Date Notice” means a notice in writing, to be sent by the Company to the Warrantholders notifying them of the Expected Certification Date, pursuant to Clause 5.2

 

“Change of Control” means the occurrence of any of the following: (a) the Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of any person or Group, becoming in a single transaction or a series of transactions, by way of merger, consolidation or other business combination, purchase or otherwise, the Beneficial Owner of more than 50.0% of the voting power of all of the Company’s then-outstanding capital stock; or (b) the consummation of (1) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any person or Group or (2) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Shares is exchanged for, converted into, acquired for or constitutes solely the right to receive, other securities, cash or other property; provided, however, that any transaction in which the Company or any direct or indirect parent entity of the Company becomes a subsidiary of another person, or any transaction described in clause (b)(2) above, will not constitute a Change of Control if the persons beneficially owning all of the voting power of the common equity of the Company or such parent entity immediately prior to such transaction Beneficially Own, directly or indirectly through one or more intermediaries, more than 50.0% of all voting power of the common equity of the Company or such parent entity or the surviving, continuing or acquiring company or other transferee, as applicable, immediately following the consummation of such transaction, in substantially the same proportions vis-à-vis each other immediately before such transaction (other than changes to such proportions solely as a result of the exercise of stock and/or cash elections in any merger or combination providing for elections), provided that, any transaction or event described in both clause (a) and in clause (b)(1) or (b)(2) of this definition will be deemed to occur solely pursuant to clause (b);

 

“Commercial Warrant” means each of Warrant B, Warrant C, Warrant D, Warrant E and Warrant F;

 

“Commission” means the U.S. Securities and Exchange Commission;

 

“Company Group” means the Company and each of its subsidiaries from time to time;

 

“Completion” means completion of the Share Acquisition Closing pursuant to the BCA;

 

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“Completion Date” means the Share Acquisition Closing Date;

 

“Control” of the relevant entity means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (i) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the relevant entity; (ii) appoint or remove all, or the majority, of the directors or other equivalent officers of the relevant entity; or (iii) give directions with respect to the operating and financial policies of the relevant entity with which the directors or other equivalent officers of such relevant entity are obliged to comply;

 

“Directors” means the duly appointed directors of the Company from time to time;

 

“Encumbrance” means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement (including a title transfer or retention arrangement) having similar effect;

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

 

“Expected Certification Date” has the meaning ascribed to such term in Clause 5.2(a);

 

“Fair Market Value” of any asset as of any date of determination means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm’s length transaction;

 

“Group” shall mean any group of one or more persons if such group would be deemed a “group” as such term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act;

 

“Holder” means the holder of a Registrable Security;

 

“Indemnity” means, where a Certificate has been mutilated, defaced, lost, stolen or destroyed, an indemnity in the place thereof in a form as the Directors may decide (in their sole discretion) against all losses which may be suffered or incurred directly or indirectly in connection with the mutilation, defacement, loss, theft or destruction of such Certificate;

 

“Initial Registrable Securities” has the meaning ascribed to such term in Clause 6.2;

 

“Long Stop Date” has the meaning ascribed to such term in Clause 4.3;

 

“New Long Stop Date” has the meaning ascribed to such term in Clause 5.2;

 

“Notice of Exercise” means a notice in the form set out in Part 2 of Schedule 1;

 

“Ordinary Shares” means the ordinary shares, with $0.0001 par value, in the capital of the Company from time to time having the rights set out in the Articles;

 

“Outstanding Options” means, at the relevant time, all outstanding options, warrants or other outstanding rights (whether or not conditional or contingent and assuming full performance of any performance linked rights), to subscribe for equity shares of the Company or securities which are convertible into equity shares of the Company, including any agreement or commitment of the Company to issue or grant any such options, warrants or right;

 

“Person” means an individual, company, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organisation, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof;

 

“Register” means the register of the Warrants maintained by the Company at its Registered Office;

 

“Registered Office” means the registered office of the Company from time to time;

 

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“Registrable Security” shall mean the Warrant Shares (including any shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Warrant Shares); provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker, dealer or Underwriter in a public distribution or other public securities transaction;

 

“Registration Expenses” shall mean the out-of-pocket expenses relating to a Registration, including, without limitation, the following:

 

a)

all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;

 

b)

fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters, if any, in connection with blue sky qualifications of Registrable Securities);

 

c)

printing, messenger, telephone and delivery expenses;

 

d)

reasonable fees and disbursements of counsel for the Company;

 

e)

reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

 

f)

reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration;

 

“Shareholder(s)” means all of the registered holders of the Shares from time to time;

 

“Shares” means the issued share capital of the Company from time to time;

 

“Share Acquisition Closing” has the meaning ascribed to such term in the BCA;

 

“Share Acquisition Closing Date” has the meaning ascribed to such term in the BCA;

 

“Subscription Price” means $0.0001 per Warrant Share subject to any adjustments pursuant to Clause 7.1;

 

“Subscription Rights” means, in the case of: (i) Warrant A, the right to subscribe in cash at the Subscription Price for the Warrant A Shares; (ii) Warrant B, the right to subscribe in cash at the Subscription Price for the Warrant B Shares; (iii) Warrant C, the right to subscribe in cash at the Subscription Price for the Warrant C Shares; (iv) Warrant D, the right to subscribe in cash at the Subscription Price for the Warrant D Shares; (v) Warrant E, the right to subscribe in cash at the Subscription Price for the Warrant E Shares; and (vi) Warrant F, the right to subscribe in cash at the Subscription Price for the Warrant F Shares;

 

“Type Certification” means type certification by the European Union Aviation Safety Agency of the Aircraft as a small category (up to nine (9) passengers and a MTOW of 3,175 kilograms/7,000 pounds) vertical take-off and landing aircraft powered by an electric propulsion system;

 

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities;

 

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to one or more Underwriters in a firm commitment underwriting for distribution to the public;

 

“Warrant A” means the warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in respect of the Warrant A Shares;

 

“Warrant A Shares” means 2,625,000 Ordinary Shares;

 

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“Warrant B” means the warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in respect of the Warrant B Shares;

 

“Warrant B Shares” means 1,750,000 Ordinary Shares;

 

“Warrant C” means the warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in respect of the Warrant C Shares;

 

“Warrant C Shares” means 1,750,000 Ordinary Shares;

 

“Warrant D” means the warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in respect of the Warrant D Shares;

 

“Warrant D Shares” means 1,750,000 Ordinary Shares;

 

“Warrant E” means the warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in respect of the Warrant E Shares;

 

“Warrant E Shares” means 1,750,000 Ordinary Shares;

 

“Warrant F” means the warrant issued by the Company in accordance with this Deed and all rights conferred by it, including the Subscription Rights, in respect of the Warrant F Shares;

 

“Warrant F Shares” means 1,750,000 Ordinary Shares;

 

“Warrant Shares” means, in the case of: (i) Warrant A, the Warrant A Shares; (ii) Warrant B, the Warrant B Shares; (iii) Warrant C, the Warrant C Shares; (iv) Warrant D, the Warrant D Shares; (v) Warrant E, the Warrant E Shares; and (vi) Warrant F, the Warrant F Shares;

 

“Warrantholder(s)” means the relevant person(s) whose name(s) appear(s) in the Register as the respective holder(s) of the Warrants (as applicable) and, for any period during which the Warrants are not issued and outstanding under this Deed, means AA; and

 

“Warrants” means Warrant A, Warrant B, Warrant C, Warrant D, Warrant E and Warrant F.

 

1.2

In this Deed, unless the context otherwise requires:

 

(a)

references to:

 

(i)

statutes or statutory provisions include references to any orders or regulations made thereunder and references to any statute, provision, order or regulation include references to that statute, provision, order or regulation as amended, modified, re-enacted or replaced from time to time whether before or after the date hereof (subject as otherwise expressly provided herein) and to any previous statute, statutory provision, order or regulation amended, modified, re-enacted or replaced by such statute, provision, order or regulation;

 

(ii)

“dollars” or “$” are references to the lawful currency from time to time of the United States of America;

 

(iii)

clauses and schedules are references to clauses of, and the schedules to, this Deed;

 

(iv)

writing shall include any modes of reproducing words in a legible and non-transitory form; and

 

(v)

this Deed include this Deed as amended or varied in accordance with its terms;

 

(b)

the index to and the headings to clauses and paragraphs of this Deed are for information only and shall not form part of the operative provisions of, and shall be ignored in construing, this Deed;

 

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(c)

words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders and words denoting persons shall include bodies corporate and unincorporated, associations, partnerships and individuals;

 

(d)

the schedules form part of the operative provisions of this Deed and references to this Deed shall include references to the schedules;

 

(e)

words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things; and

 

(f)

general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the words “includes” and “including” shall be construed without limitation.

 

2.

EFFECTIVENESS AND CONDITIONS

 

2.1

The issuance of the Warrants and the Warrantholders’ right to exercise the Subscription Rights shall be subject to the terms and conditions of this Deed.

 

2.2

When issued, the Warrants are subject to the Articles and the terms and conditions of this Deed, which are binding upon the Company and the Warrantholders. In the event of a conflict between the terms and conditions of this Deed and the Articles, this Deed shall prevail.

 

3.

ISSUE OF THE WARRANTS

 

Warrant A

 

3.1

Subject to Clause 2.1, immediately after Completion, the Company shall:

 

(a)

issue Warrant A to AA, in each case with the Subscription Rights attached thereto;

 

(b)

provide AA with a copy of the Articles and copies of Director and Shareholder resolutions and consents regarding:

 

(i)

the Shareholders’ waiver of all pre-emption rights in relation to the Company’s issue of Warrant A; and

 

(ii)

the Directors’ authority to issue Warrant A;

 

(c)

enter the name of AA in the Register as the holder of Warrant A; and

 

(d)

within five (5) Business Days of entering the name of AA in the Register: (i) deliver to AA a copy of the Register; and (ii) issue to AA, without charge, a Certificate which shall be evidence of the entitlement to all rights attaching to Warrant A.

 

Commercial Warrants

 

3.2

Within ten (10) Business Days of a Binding Commitment being entered into, AA shall send to the Company notice specifying the date on which the Binding Commitment was entered into with proof of the Binding Commitment (the “Binding Commitment Notice”). Failure to send the Company the Binding Commitment Notice within such 10 Business Day period shall not cause AA to lose the right to receive any portion of the Commercial Warrant.

 

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3.3

Within five (5) Business Days of receipt of a Binding Commitment Notice, the Company shall:

 

(a)

issue a Commercial Warrant to AA with the Subscription Rights attached thereto as follows:

 

(i)

with respect to the first Binding Commitment Notice, Warrant B shall be issued;

 

(ii)

with respect to the second Binding Commitment Notice, Warrant C shall be issued;

 

(iii)

with respect to the third Binding Commitment Notice, Warrant D shall be issued;

 

(iv)

with respect to the fourth Binding Commitment Notice, Warrant E shall be issued; and

 

(v)

with respect to the fifth Binding Commitment Notice, Warrant F shall be issued;

 

(b)

enter the name of AA in the Register as the holder of the Commercial Warrant issued; and

 

(c)

(i) deliver to AA a copy of the Register; and (ii) issue to AA, without charge, a Certificate which shall be evidence of the entitlement to all rights attaching to such Commercial Warrant (as applicable).

 

4.

EXERCISE OF SUBSCRIPTION RIGHTS

 

4.1

The Subscription Rights in respect of each Warrant, shall become exercisable immediately upon receipt of the relevant Certificate in respect of such Warrant pursuant to Clause 3.

 

4.2

Each Warrantholder agrees that it shall exercise the Subscription Rights in respect of each Warrant (as applicable) within ten (10) Business Days of the Subscription Rights becoming exercisable in respect of such Warrant pursuant to Clause 3.

 

4.3

Subject to the extension of the Long Stop Date to the New Long Stop Date in accordance with Clause 5, if and to the extent unexercised, the Subscription Rights in respect of all Warrants shall automatically be deemed to lapse on the date that is five (5) years after the date of Type Certification (the “Long Stop Date”), and the Warrants shall automatically be deemed to be cancelled upon termination of this Deed.

 

4.4

Subject to the terms of this Deed, the Warrantholders may exercise the Subscription Rights in respect of a Warrant by:

 

(a)

delivering to the Registered Office: (i) a duly completed and irrevocable Notice of Exercise in order to exercise the Subscription Rights in respect of the Warrants (as applicable); and (ii) its Certificate, or, as the case may be, an Indemnity in respect thereof; and

 

(b)

paying the Subscription Price payable for the Warrant Shares in cash to the Company by such mode as the Company and the Warrantholder shall have previously agreed (including, but not limited to, wire transfer),

 

the delivery and payment of which is irrevocable.

 

4.5

Within five (5) Business Days of receipt of the Notice of Exercise, the Company shall instruct the transfer agent for the Shares (the “Transfer Agent”) to record the issuance of the Warrant Shares subscribed for pursuant to the Notice of Exercise to the Warrantholder in book-entry form pursuant to the Transfer Agent’s regular procedures. The Warrant Shares will be deemed to have been issued, and the Warrantholder will be deemed to have become a holder of record of such shares for all purposes, as of the date the Transfer Agent records such issuance.

 

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5.

ADJUSTMENT OF LONG STOP DATE

 

5.1

The Long Stop Date shall be adjusted to a later date if:

 

(a)

the Company publicly announces or discloses a change to the expected date of Type Certification, which, as at the date of this Deed, is 31 December 2024; and/or

 

(b)

the Company’s board of directors determine, acting in good faith, that a change to the expected date of Type Certification is reasonably likely.

 

5.2

Within five (5) Business Days of the date of any announcement, disclosure and/or determination (as applicable) referred to in Clause 5.1, the Company shall send the Warrantholders a Certification Date Notice specifying:

 

(a)

the new expected date of Type Certification (the “Expected Certification Date”); and

 

(b)

the new Long Stop Date, which shall be the date that is twenty-seven (27) months after the Expected Certification Date (the “New Long Stop Date”).

 

5.3

Upon receipt of the Certification Date Notice all references to “Long Stop Date” in this Deed shall be replaced by “New Long Stop Date”.

 

5.4

For the purpose of making any announcement, disclosure and/or determination pursuant to Clause 5.1 about any change to the expected date of Type Certification, the Company’s board of directors shall monitor and actively consider any potential changes to the expected date of Type Certification. Furthermore, the Expected Certification Date shall be consistent with the most recent public announcements or disclosures made by the Company in respect of the date of Type Certification.

 

5.5

If a Warrantholder disagrees with: (i) the Company’s assessment of the expected date of the Type Certification; (ii) an announcement, disclosure and/or determination made by the Company’s board of directors pursuant to Clause 5.1; or (iii) the Expected Certification Date set out in a Certification Date Notice, the Warrantholder and the Company shall jointly appoint a suitably qualified independent assessor (who shall act as an expert and not an arbitrator) to determine the Expected Certification Date and, if the assessor’s determination is different to that of the Company’s board of directors, the Company’s board of directors shall be required to accept such assessor’s determination in recording and agreeing the Expected Certification Date pursuant to this Clause 5.

 

6.

REGISTRATION RIGHTS

 

6.1

For purposes of this Clause 6, the Warrant A Shares included in the Registration Statement shall include, as of any date of determination, the Warrant A and any other equity security of the Company issued or issuable with respect to the Warrant A Shares by way of share division, stock split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise.

 

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6.2

The Company agrees that, within thirty (30) calendar days after Completion (the “Filing Date”), the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of the Warrant A Shares (the “Initial Registrable Securities”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but not later than the earlier of: (i) sixty (60) calendar days following the consummation of the Transactions; and (ii) ninety (90) calendar days following the consummation of the Transactions if the Commission notifies the Company that it will “review” the Registration Statement (such date, the “Effectiveness Date”); provided, however, that the Company’s obligations to include the Initial Registrable Securities in the Registration Statement are contingent upon the holders of the Warrant A Shares (the “Warrant A Shareholders”) furnishing a completed and executed selling shareholders questionnaire in customary form to the Company that contains the information required by Commission rules for a Registration Statement regarding the Warrant A Shareholders, the securities of the Company held by the Warrant A Shareholders, and the intended method of disposition of the Initial Registrable Securities to effect the registration of the Initial Registrable Securities, and the Warrant A Shareholders shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement as permitted hereunder; provided that Warrant A Shareholders shall not, in connection with the foregoing, be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Initial Registrable Securities. Any failure by the Company to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth above in this Clause 6. Unless required under applicable laws and Commission rules, in no event shall the Warrant A Shareholders be identified as a statutory underwriter in the Registration Statement; provided, that if the Warrant A Shareholders are required to be so identified as a statutory underwriter in the Registration Statement, each Warrant A Shareholder will have an opportunity to withdraw its Initial Registrable Securities from the Registration Statement.

 

6.3

In the case of registration effected by the Company pursuant to this Deed, the Company shall, upon reasonable request, inform the Warrant A Shareholders as to the status of such registration. At its expense, the Company shall:

 

(a)

except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption, or compliance under state securities laws which the Company determines to obtain, continuously effective with respect to the Warrant A Shareholders, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (i) each Warrant A Shareholder ceases to hold any Initial Registrable Securities; (ii) the date all Initial Registrable Securities held by each Warrant A Shareholder may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and (iii) two (2) years from the date of the effectiveness of the Registration Statement;

 

(b)

advise each Warrant A Shareholder as promptly as practicable, but in any event within five (5) Business Days:

 

(i)

when a Registration Statement or any post-effective amendment thereto has become effective;

 

(ii)

after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

 

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(iii)

of the receipt by the Company of any notification with respect to the suspension of the qualification of the Initial Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

 

(iv)

subject to the provisions in this Deed, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

 

Notwithstanding anything to the contrary set forth herein, the Company shall not, when so advising the Warrant A Shareholders of such events, provide the Warrant A Shareholders with any material, nonpublic information regarding the Company other than to the extent that providing notice to the Warrant A Shareholders of the occurrence of the events listed in (i) through (iv) above may constitute material, nonpublic information regarding the Company; the Warrant A Shareholders hereby consent to receipt of any material, non-public information with respect to the occurrence of the events listed in (i) through (iv) of this Clause 6.3(b);

 

(c)

use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

 

(d)

upon the occurrence of any event contemplated in Clause 6.3(b), except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document, so that, as thereafter delivered to purchasers of the Initial Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

 

(e)

use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which the Company’s Ordinary Shares are then listed;

 

(f)

use its commercially reasonable efforts to allow any Warrant A Shareholder to review disclosure regarding such Warrant A Shareholder in the Registration Statement and consider in good faith proposed revisions from such Warrant A Shareholder (provided, that the use of such revisions in the Registration Statement shall always remain at the sole discretion of the Company); and

 

(g)

use its commercially reasonable efforts to (x) take all other steps reasonably necessary to effect the registration of the Initial Registrable Securities contemplated herein and (y) take such further action as any Warrant A Shareholder may reasonably request, all to the extent required from time to time to enable such Warrant A Shareholder to sell Ordinary Shares held by such Warrant A Shareholder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to the Company).

 

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6.4

Notwithstanding anything to the contrary in this Deed, if the Commission prevents the Company from including in the Registration Statement any or all of the Shares due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares by the Warrant A Shareholders, the Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission. In such event, the number of Shares to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, the Company shall use commercially reasonable efforts to amend the Registration Statement or file a new Registration Statement to register such Shares not included in the initial Registration Statement.

 

6.5

Notwithstanding anything to the contrary in this Deed, the Company shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require the Warrant A Shareholders not to sell under the Registration Statement or to suspend the effectiveness thereof, (i) if it determines that in order for the Registration Statement to not contain any untrue statement of a material fact or omission of a material fact necessary to make the statements contained therein not misleading, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act and is materially prejudicial or onerous for the Company to include, (ii) if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred (which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel (which may be in-house counsel), would require additional disclosure by the Company in the Registration Statement of material information) that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel (which may be in-house counsel), to cause the Registration Statement to fail to comply with applicable disclosure requirements or (iii) in the good faith judgment of the majority of the Company’s board of directors, such filing or effectiveness or use of such Registration Statement, would be seriously detrimental to the Company and the majority of the Company’s board of directors conclude as a result that it is essential to defer such filing because it would (x) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act (each such circumstance in subclauses (i) – (iii), a “Suspension Event”); provided, however, that the Company may not delay or suspend the Registration Statement on more than three (3) occasions or for more than ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days, in each case during any twelve (12) month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Warrant A Shareholder agrees that (a) it will immediately discontinue offers and sales of the Shares under the Registration Statement until such Warrant A Shareholder receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (b) it will maintain the confidentiality of any information included in such written notice delivered by the Company, except for disclosure to any Warrant A Shareholder’s employees, agents and professional advisors who need to know such information and are obligated to keep it confidential, unless otherwise required by law or court order. If so directed by the Company, each Warrant A Shareholder will deliver to the Company or, in such Warrant A Shareholder’s sole discretion destroy, all copies of the prospectus covering the Shares in such Warrant A Shareholder’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (1) to the extent such Warrant A Shareholder is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory, or professional requirements, or (B) in accordance with a bona fide pre-existing document retention policy, or (2) to copies stored electronically on archival servers as a result of automatic data back-up.

 

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6.6

Indemnification.

 

(a)

The Company agrees to indemnify and hold harmless, to the extent permitted by law, the Warrantholder, its directors, officers, employees, advisers and agents, and each person who controls the Warrantholder (within the meaning of the Securities Act or the Exchange Act) and each affiliate of the Warrantholder (within the meaning of Rule 405 under the Securities Act) from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation, any reasonable attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are contained in any information furnished in writing to the Company by or on behalf of the Warrantholder expressly for use therein.

 

(b)

The Warrantholder agrees, severally and not jointly with any other selling shareholder under the Registration Statement, to indemnify and hold harmless the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by the Warrantholder expressly for use therein. In no event shall the liability of the Warrantholder be greater in amount than the dollar amount of the net proceeds received by the Warrantholder upon the sale of the Shares giving rise to such indemnification obligation.

 

(c)

Any person entitled to indemnification herein shall (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (b) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

 

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(d)

The indemnification provided for under this Deed shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person of such indemnified party and shall survive the transfer of the Shares received pursuant to this Deed.

 

(e)

If the indemnification provided under this Clause 6.6 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in this Clause 6.6, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Clause 6.6(e) from any person who was not guilty of such fraudulent misrepresentation. In no event shall the liability of the Warrantholder (together with any indemnification obligation under this Clause 6.6) be greater in amount than the dollar amount of the net proceeds received by the Warrantholder upon the sale of the Shares giving rise to such contribution obligation.

 

7.

ADJUSTMENTS

 

7.1

Stock Dividends, Subdivision, Combinations and Consolidations. If the Company, at any time on or after the date of this Deed: (i) pays a stock dividend or makes a distribution on the Shares in the form of Shares, (ii) subdivides outstanding Shares into a larger number of shares, or (iii) combines or consolidates (including, without limitation, by reverse stock split) outstanding Shares into a smaller number of shares, then, in each case, the number of Shares issuable after such event upon exercise of the Subscription Rights in respect of the Warrants will be equal to the number of Shares issuable upon exercise of the Subscription Rights in respect of the Warrants prior to such event multiplied by a fraction of which the numerator will be the number of Shares outstanding immediately after such event and of which the denominator will be the number of Shares outstanding immediately before such event, and the Subscription Price will be proportionately adjusted such that the aggregate Subscription Price of the Warrant Shares will remain unchanged. Any adjustment made pursuant to this Clause 7.1 shall be certified in writing by the Company’s auditors (at the Company’s expense) and the Warrantholders and will become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and will become effective immediately after the effective date in the case of a subdivision, combination or consolidation. The Company shall procure that the Register is updated accordingly within ten (10) Business Days of the date on which the adjustment became effective.

 

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7.2

The Company shall procure that its auditors carry out the certification referred to in Clause 7.1 and that in carrying out the certification: (i) the Company’s auditors shall act as an expert and not an arbitrator; (ii) the costs of the Company’s auditors shall be borne by the Company; and (iii) the certification of the Company’s auditors shall, except in the case of manifest error, be final and binding on the Company and the Warrantholders.

 

7.3

Reclassifications, Reorganizations, Consolidations and Mergers. In the event of (i) any capital reorganization of the Company, (ii) any reclassification or recapitalization of the stock of the Company (other than (A) a change in par value or from par value to no par value or from no par value to par value or (B) as a result of a stock dividend, subdivision, combination or consolidation of shares as to which Clause 7.1 will apply), or (iii) any Change of Control, consolidation or merger of the Company with or into another Person (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Shares then issuable upon exercise of the Subscription Rights in respect of the Warrants), the Warrants will, after such reorganization, reclassification, recapitalization, Change of Control, consolidation or merger, be exercisable for the kind and number of shares of stock or other securities or property (“Alternate Consideration”) of the Company or of the successor corporation resulting from such consolidation or surviving such merger, if any (and/or the issuer of the Alternate Consideration, as applicable) to which the holder of the number of Shares underlying the Warrants (at the time of such reorganization, reclassification, recapitalization, consolidation or merger) would have been entitled upon such reorganization, reclassification, recapitalization, Change of Control, consolidation or merger. In such event, the aggregate Subscription Price otherwise payable for the Shares issuable upon exercise of the Subscription Rights in respect of the Warrants will be allocated among the Alternate Consideration receivable as a result of such reorganization, reclassification, recapitalization, Change of Control, consolidation, or merger in proportion to the respective Fair Market Value of such Alternate Consideration, but in a manner in which the aggregate Subscription Price of the Warrant Shares will remain materially unchanged. If and to the extent that the holders of Shares have the right to elect the kind or amount of consideration receivable upon consummation of such reorganization, reclassification, recapitalization, Change of Control, consolidation or merger, then the consideration that the Warrantholders will be entitled to receive upon exercise will be specified by each Warrantholder, which specification will be made by the Warrantholders by the later of (A) ten (10) Business Days after the Warrantholders are provided with a final version of all material information concerning such choice as is provided to the holders of Shares and (B) the last time at which the holders of Shares are permitted to make their specifications known to the Company; provided, however, that if a Warrantholder fails to make any specification within such time period, such Warrantholder’s choice will be deemed to be whatever choice is made by a plurality of all holders of Shares that are not affiliated with the Company (or, in the case of a consolidation or merger, any other party thereto) and affirmatively make an election (or of all such holders if none of them makes an election). From and after any such reorganization, reclassification, recapitalization, Change of Control, consolidation or merger, all references to “Warrant Shares” and similar references herein will be deemed to refer to the Alternate Consideration to which the Warrantholders are entitled pursuant to this Clause 7.3. In the event of any Change of Control, consolidation or merger in which the Company is not the continuing or surviving corporation or entity (or is not the issuer of the Alternate Consideration), proper provision will be made so that such continuing or surviving corporation or entity (and/or the issuer of the Alternate Consideration) will agree to carry out and observe the obligations of the Company under the Warrants such that the provisions of this Clause 7.3 will similarly apply with respect to the Alternate Consideration and similarly apply to successive reorganizations, reclassifications, recapitalizations, Change of Control, consolidations, or mergers.

 

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7.4

Calculations. All calculations under this Clause 7 will be made to the nearest cent or the nearest 1/100th of a Share, as the case may be. For the purposes of this Clause 7, the number of Shares deemed to be issued and outstanding as of a given date will be the sum of the number of Shares (excluding treasury shares, if any) issued and outstanding on such date.

 

7.5

Notice of adjustment. The Company shall send the Warrantholders notice of any adjustment made pursuant to Clause 7.1 as soon as practicable (and in any event within thirty (30) calendar days) following the relevant resolution of the Directors giving effect to or sanctioning the adjustment.

 

8.

NO RIGHTS AS A SHAREHOLDER UNTIL EXERCISE

 

Except as expressly set forth in this Deed, the Warrants do not entitle the Warrantholders to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise of the Subscription Rights in respect of the Warrants as set forth in Clause 4.

 

9.

WARRANTIES

 

9.1

The Company warrants to the Warrantholder that, as at the date of this Deed:

 

(a)

the Company is validly incorporated, in existence and duly registered under the laws of the Cayman Islands;

 

(b)

the Company’s board of directors has authorised the execution of this Deed and has obtained the requisite authority, pursuant to the Act and the Articles, to issue the Warrants and to allot and issue the Warrant Shares as fully paid in accordance with its terms and, pursuant to that authorisation, the Company’s board of directors may allot and issue the Warrant Shares as fully paid and free from pre-emption rights and any other Encumbrance upon exercise of the Subscription Rights;

 

(a)

immediately following Completion, and assuming no redemptions in connection with the Merger: (1) the entire issued equity share capital of the Company; and (2) all of those shares in the capital of the Company which the Company is obliged to issue upon the exercise in full of all Outstanding Options shall be as set forth in columns 1 and 2, respectively on Schedule 3; and

 

(b)

the copies of the Articles provided to the Warrantholders are true, accurate and complete.

 

10.

UNDERTAKINGS OF THE COMPANY

 

10.1

For so long as the Subscription Rights have not lapsed, the Company undertakes to:

 

(a)

comply with the terms and conditions of this Deed and specifically, but without limitation, to do all such things and execute all such documents so far as it is lawfully able to the extent legally required in order to give effect to the Subscription Rights in accordance with the terms of this Deed;

 

(b)

ensure that the Company has all necessary authorisations and approvals as will enable the Subscription Rights of the Warrantholders to be satisfied in full at any time;

 

(c)

ensure that the Company’s board of directors have the requisite authority from time to time to allot, free from pre-emption rights and any other Encumbrance or Outstanding Options such number of Shares from time to time required in order to satisfy the exercise of all outstanding Subscription Rights in respect of the Warrants in full;

 

(d)

maintain the Register in accordance with the provisions of Schedule 2;

 

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(e)

replace, without charge, a Certificate at the request of a Warrantholder if it is mutilated, defaced, lost, stolen or destroyed, provided that:

 

(i)

the Warrantholder provides the Company with such evidence in respect of the mutilation, defacement, loss, theft or destruction as the Company may reasonably require;

 

(ii)

the mutilated or defaced Certificate in respect of which a replacement is being sought is surrendered; and

 

(iii)

the Warrantholder shall indemnify the Company on demand through the delivery of an Indemnity;

 

(f)

not modify the rights attached to any Warrant Shares or Shares in a way which could reasonably be expected to have a material adverse effect on the rights of the Warrantholders relative to the rights of the other Shareholders or the value of the Warrants or of the Warrant Shares;

 

(g)

notify the Warrantholders prior to allotting, issuing or granting any right to subscribe for, or to convert securities into, equity share capital of the Company not less than five (5) Business Days prior to such date;

 

(h)

notify the Warrantholders prior to passing an effective resolution for liquidating, winding up or dissolving the Company not less than five (5) Business Days prior to such date; and

 

(i)

not purchase, and procure that no member of the Company Group will purchase, Warrants unless an offer to purchase is made pro rata to all Warrantholders.

 

11.

LIQUIDATION

 

If, prior to the exercise of the Subscription Rights, an effective resolution is passed for winding up or dissolution of the Company, then the Warrantholders: (i) will be treated as if, immediately before the date of such order or resolution, the Warrantholders had exercised all the Subscription Rights; and (ii) shall be entitled to receive out of the assets, which would otherwise be available in the liquidation, such sum (if any) as the Warrantholders would have received had the exercise in full of the Subscription Rights entitled the Warrantholders to subscribe for Warrant Shares, after deducting from such sum an amount equal to the Subscription Price which would have been payable upon such exercise.

 

12.

VARIATION OF RIGHTS

 

12.1

Subject to Clause 12.2, none of the rights attached to the Warrants (including the Subscription Rights) nor any other provision of this Deed may (whether or not the Company is being wound up) be altered or abrogated without the prior written consent of the Company and the Warrantholders. An agreed alteration may be effected by an instrument by way of deed executed by the Company and expressed to be supplemental to this Deed.

 

12.2

Modifications to this Deed which are of a purely formal, minor or technical nature which do not prejudice in any way the rights of the Warrantholders, may be made by deed and signed as a deed by the Company, and a copy of such deed shall be provided to the Warrantholders within five (5) Business Days of the date of its execution.

 

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13.

TRANSFER

 

13.1

Upon prior written notice to the Company, the Warrantholder may sell, assign, transfer, pledge or dispose of all or any portion of any Warrant hereunder: (i) to any Affiliate of the Warrantholder; (ii) for the purposes of granting a pledge or as security or collateral in connection with any borrowing or the incurrence of any indebtedness by the Warrantholder; or (iii) to any assignee of the Warrantholder (or its Affiliate) under the Aircraft Purchase Agreement.

 

13.2

Upon the prior written consent of the Company, which such consent shall not be unreasonably withheld, conditioned or delayed, the Warrantholder may sell, assign, transfer, pledge or dispose of all or any portion of any Warrant hereunder to a bona fide business partner of the Warrantholder.

 

14.

TERMINATION

 

14.1

Subject to Clause 14.2 below, this Deed shall cease and terminate immediately upon the earlier of:

 

(a)

the date that is five (5) years after the date of Type Certification;

 

(b)

the date the Subscription Rights lapse and/or the Warrants are cancelled pursuant to the terms of this Deed or as otherwise agreed in writing by the Company and the Warrantholders; or

 

(c)

the date the Warrantholders receive the sum (if any) it would be entitled to pursuant to Clause 11 or notice that such sum is nil.

 

14.2

Any cessation and determination pursuant to Clause 14.1 shall:

 

(a)

be without prejudice to the rights, obligations or liabilities of any party which shall have accrued or arisen prior to such cessation and determination; and

 

(b)

not affect the rights and obligations of the Company or the Warrantholders under Clauses 1, 14, 15, 16, 19, 21, and 22.

 

15.

CONFIDENTIALITY

 

15.1

The Warrantholders shall not use any confidential information relating to the Company for any purpose other than to perform its obligations, or to exercise their rights, under this Deed.

 

15.2

The Warrantholders shall keep confidential any information received by them in their capacity as Warrantholders which is of a confidential nature, including the existence of or contents of this Deed, or any confidential information relating to the business, affairs, customers, clients or suppliers of the Company or the Group except:

 

(a)

to the extent the information is in the public domain through no fault of the Warrantholders;

 

(b)

as shall be required by law or by any regulatory authority to which the Warrantholders are subject or by the rules of any stock exchange upon which the Warrantholders’ securities are listed or traded;

 

(c)

to the beneficiaries of any trust or nominee arrangement on whose behalf the Warrants may be held; and

 

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(d)

as shall be required by:

 

(i)

any lender to the Company;

 

(ii)

the Company’s auditors and/or any other professional advisers of the Company; and

 

(iii)

the Warrantholders’ professional advisers and to the professional advisers of any person to whom the Warrantholders are entitled to disclose information pursuant to this Deed,

 

provided that the recipient is subject to an obligation to keep the information confidential on the same basis as is required by the Warrantholders pursuant to this Deed.

 

15.3

The Company shall keep confidential any information received by it in connection with this Deed, or any confidential information relating to a Warrantholder except:

 

(a)

as shall be required by law or by any regulatory authority to which the Company is subject or by the rules of any stock exchange upon which the Company’s securities are listed or traded; and

 

(b)

as shall be required by:

 

(i)

any lender to the Company;

 

(ii)

the Company’s auditors and/or any other professional advisers of the Company; and

 

(iii)

the professional advisers of any person to whom the Company is entitled to disclose information pursuant to this Deed,

 

provided that the recipient is subject to an obligation to keep the information confidential on the same basis as is required by the Company pursuant to this Deed.

 

16.

NOTICES

 

Any notice to be given to or by a party for the purposes of this Deed shall be given in accordance with the provisions of Schedule 2.

 

17.

electronic execution

 

This Deed and any Certificate issued hereunder may be executed by way of third party internationally recognised electronic signature software programs, such as DocuSign.

 

18.

INVALIDITY

 

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, then such provision shall be deemed to be severed from this Deed and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the Company and the Warrantholders and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of this Deed.

 

19.

REMEDIES AND WAIVERS

 

Except as otherwise provided under this Deed, no failure to exercise, nor any delay in exercising, on the part of any party, any right or remedy under this Deed shall operate as a waiver of any such right or remedy or constitute an election to affirm this Deed. No election to affirm this Deed on the part of any party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

 

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20.

PROCESS AGENT

 

20.1

Without prejudice to any other permitted mode of service, the parties agree that service of any claim form, notice or other document for the purpose of or in connection with any action or proceeding in England or Wales arising out of or in any way relating to this Deed shall be duly served upon:

 

(a)

the Company if it is delivered personally or sent by recorded or special delivery post (or any substantially similar form of mail) to Vertical Aerospace Group Ltd., 140-142 Kensington Church Street, London, England W8 4BN, marked for the attention of Legal Department or such other person and address in England or Wales as such party shall notify the Warrantholders in writing from time to time; and

 

(b)

a Warrantholder if it is delivered personally or sent by recorded or special delivery post (or any substantially similar form of mail) to the Warrantholder Process Agent (as defined in Schedule 2 attached hereto) of such Warrantholder entered into the Register or such other person and address in England or Wales as such party shall notify the Company in writing from time to time,

 

in each case whether or not such claim form, notice or other document is forwarded to the relevant party or received by such party.

 

21.

GOVERNING LAW AND JURISDICTION

 

This Deed and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum. For the purposes of this Clause 21, “Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Deed, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Deed or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Deed.

 

22.

THIRD PARTY RIGHTS

 

Save for the Warrantholders, a person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed except and to the extent (if any) that this Deed expressly provides for such act to apply to any of its terms.

 

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Schedule 1
FORM OF CERTIFICATE AND NOTICE OF EXERCISE

 

Part 1

 

FORM OF CERTIFICATE

 

VERTICAL AEROSPACE LTD.

 

(the “Company”)

 

WARRANT CERTIFICATE

 

WARRANT [A][B][C][D][E][F]

 

Warrant Certificate Number ____

 

This is to certify that the person named below is the Warrantholder for the purpose of the warrant instrument issued by the Company on ................................ 2021 (the “Warrant Instrument”) and has the right to subscribe in cash at the Subscription Price for [ ● ]² Warrant [A][B][C][D][E][F] Shares on the terms set out in the Warrant Instrument. This Warrant [A][B][C][D][E][F] is issued with the benefit of, and subject to, the provisions contained in the Warrant Instrument. Unless the context otherwise requires, terms defined in the Warrant Instrument shall have the same meanings in this certificate.

 

Warrantholder in respect of Warrant [A][B][C][D][E][F]:

 

Name:

 

American Airlines Inc., a Delaware corporation

 

Address:

 

[1 Skyview Drive, Fort Worth, Texas 76155, United States of America]

 

Date of Issue: _________________ 2021

 

	EXECUTED and DELIVERED as a DEED by VERTICAL AEROSPACE LTD., acting by two directors:
	[ ● ] Director		[ ● ] Director

 

Notes:

 

(1)            The Subscription Rights are not transferable except in accordance with the Warrant Instrument.

 

² Note to draft: Number of Warrant Shares to be included here.

 

20

 

(2)          A copy of the Warrant Instrument may be obtained on request from Vertical Aerospace Ltd. at the Registered Office.

 

(3)          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES FOR THE BENEFIT OF THE COMPANY THAT: (I) IT HAS ACQUIRED A “RESTRICTED” SECURITY WHICH HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT; (II) IT WILL OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) OUTSIDE OF THE UNITED STATES IN AN OFFSHORE TRANSACTION (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) MEETING THE REQUIREMENTS OF RULE 904 OF THE SECURITIES ACT, (C) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (III) IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (II) ABOVE. EACH OFFER, SALE OR OTHER DISPOSITION PURSUANT TO THE FOREGOING CLAUSES (II) (B), (C) AND (D) IS SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION ACCEPTABLE TO IT IN FORM AND SUBSTANCE.

 

21

 

Part 2

 

FORM OF EXERCISE NOTICE

 

NOTICE OF EXERCISE

 

To:      The Directors

 

VERTICAL AEROSPACE LTD.

 

140-142 Kensington Church Street, London, England W8 4BN

 

Capitalised terms used but not defined in this Notice of Exercise shall have the meaning given to them in the warrant instrument issued by the Company on ................................ 2021.

 

We hereby exercise the Subscription Rights in respect of the Warrant [A][B][C][D][E][F] Shares represented by the Certificate (or an indemnity in the place thereof in a form as the Directors may decide (in their sole discretion)) appended hereto and attach [insert method of payment agreed by the Company] for [$] being the aggregate Subscription Price payable in respect of the Subscription Rights we are exercising. We agree that the Warrant [A][B][C][D][E][F] Shares are accepted subject to the Articles.

 

We direct the Company to allot to us the ordinary shares to be issued pursuant to this exercise in the following numbers:

 

No of Ordinary Shares	Name of Warrantholder	Address of Warrantholder
	American Airlines Inc.	[1 Skyview Drive, Fort Worth, Texas 76155, United States of America]

 

[We request that a Certificate for any balance of our Warrants be sent to [address], marked for the attention of [name].]

 

Signed
Print Name
Address

 

22

 

Schedule 2
REGISTER AND NOTICES

 

1.

REGISTER

 

1.1

The Company shall keep the Register at the Registered Office, or such other location as it may in its absolute discretion determine, and enter in the Register:

 

(a)

the names, addresses and email addresses of the Warrantholder;

 

(b)

the name and address of the Warrantholder’s process agent located in England or Wales (a “Warrantholder Process Agent”) as notified to the Company in writing prior to receipt of a Certificate, which shall be used for the service of any claim form, order, judgment or other document relating to or in connection with any proceeding, suit or action arising out of or in connection with this Deed;

 

(c)

the number of the Warrants held by the Warrantholder;

 

(d)

the number of Warrant Shares to which the Warrantholder is entitled if the Subscription Rights were exercised as adjusted in accordance with this Deed from time to time;

 

(e)

the date on which the name of the Warrantholder is entered in the Register in respect of the Warrants (as applicable);

 

(f)

the date on which the Warrantholder exercises the Subscription Rights; and

 

(g)

any transfer of the Warrants duly made in accordance with this Deed (as applicable).

 

1.2

Any change in the name or address of the Warrantholder shall be notified as soon as practicable to the Company, which shall cause the Register to be altered accordingly. The Warrantholder or any person authorised by the Warrantholder shall be at liberty at all reasonable times during office hours and upon five (5) Business Days’ notice to inspect the Register and to take copies of it.

 

1.3

The Company shall be entitled to treat the persons whose names are shown in the Register as the absolute owners of the Warrants (as applicable) and, accordingly, shall not, except as ordered by a court of competent jurisdiction or as required by law, be bound to recognise any equitable or other claim to, or interest in, the Warrants (as applicable) on the part of any other person whether or not it shall have express or other notice thereof.

 

1.4

The Warrantholder shall be recognised by the Company as entitled to his/her Warrants free from any equity, set off or cross claim on the part of the Company against the original or any intermediate holder of such Warrants.

 

2.

NOTICES

 

2.1

Any notice to be given under this Deed shall be in writing, in English and shall be delivered by hand, by courier or by e-mail to:

 

(a)

if within the United Kingdom, by first class pre-paid post, in which case it shall be deemed to have been given two (2) Business Days after the date of posting;

 

(b)

if from or to any place outside the United Kingdom, by air courier, in which case it shall be deemed to have been given two (2) Business Days after its delivery to a representative of the courier; and

 

23

 

(c)

by e-mail, in which case it shall be deemed to have been given when despatched subject to confirmation of delivery by a delivery receipt,

 

provided that in the case of any notice despatched other than on a Business Day between the hours of 9:30 a.m. to 5:30 p.m. London time shall be deemed to have been given at 9:30 a.m. on the next Business Day.

 

2.2

Notices under this Deed shall be sent for the attention of the person and to the address, or e-mail address, subject to paragraph 2.3 of this Schedule 2, as set out below:

 

	(a)	in the case of the Company:
		Name:	[ ● ]
		For the attention of:	[ ● ]
		Address:	[ ● ]
		E-mail address:	[ ● ]

 

(b)

in the case of the Warrantholder, to the address of the Warrantholder shown in the Register or, if no address is shown in the Register, to their last known place of business or residence.

 

2.3

The Company may notify the Warrantholder, and the Warrantholder may notify the Company, of any change to their address or other details specified in this paragraph 2 of Schedule 2 provided that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later.

 

2.4

If no address has been notified to the Company by the Warrantholder, any notice, demand or other communication given or made under or in connection with the matters contemplated by this Deed may be given to the Warrantholder by the Company by exhibiting it for three (3) Business Days at the Registered Office.

 

2.5

Any person who becomes entitled to the Warrants (as applicable) (whether by operation of law, transfer or otherwise) shall be bound by every notice given in respect of the Warrants before its name and address is entered on the Register.

 

24

 

Schedule 3

 

	(1) Issued	(2) Outstanding Options
Shares	[ ● ]	[ ● ]

 

25

 

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

 

	EXECUTED and DELIVERED as a DEED by VERTICAL AEROSPACE LTD., acting by two directors:
	[ ● ] Director		[ ● ] Director

 

(Signature page to the American Warrant Instrument)

 

 

 

 

Exhibit 10.15

 

Strictly Private & Confidential

 

Partnership Agreement

 

THIS TERM SHEET is made on 16 March 2021 between the following parties:

 

(A)

Vertical Aerospace Group Ltd, (registered number 08330792), whose registered office is at 140-142 Kensington Church Street, London, England, W8 4BN (“Vertical”); and

 

(B)

Avolon Aerospace Leasing Limited, (registered number MC-236969), whose registered office is at Number One Ballsbridge, Building One, Shelbourne Rd, Ballsbridge, Dublin 4 (“Avolon”);

 

(each a “Party” and together, the “Parties”).

 

Part 1 – General

 

1. BACKGROUND	(A)	Vertical is a leading designer and manufacturer of electric, zero carbon emission, vertical take off and landing (“eVTOL”) aircraft.
	(B)	Avolon is a global leader in aircraft leasing, with 840+ owned, managed and committed aircraft deployed in 60+ countries serving 140+ airlines.
	(C)	Vertical has developed the VA-X4 (the “Aircraft”), a piloted eVTOL capable of carrying 4 passengers with a top speed of up to 200 mph and a range of up to 100-120 miles.
	(D)	A new entity will be incorporated, “Avolon E”, an electric aircraft leasing company. The company will be owned 40% by Avolon and the remaining portion initially owned by key Avolon partners (“Avolon Partners”).
	(E)	Avolon E plans to pre-order $1.25 billion of the Aircraft and has an option to acquire a further $750 million of the Aircraft by 2027.
	(F)	On 03.03.2021 the Parties signed a Mutual Non-Disclosure Agreement (the “NDA”).
	(G)	This Term Sheet outlines:
		(1)	the terms and conditions of the aircraft pre-order;
		(2)	the terms and conditions around the formation of a working group to begin commercial aircraft operations as soon as possible;
		(3)	the terms and conditions regarding the issuance of equity warrants in Vertical to Avolon and the Avolon Partners; and
		(4)	the terms and conditions regarding investment by Avolon in Vertical.
2. BINDING NATURE	This Term Sheet is legally binding
3. CONFIDENTIALITY	It is agreed that this Term Sheet is and all discussions relating to it or the transactions envisaged in it (and any documents or data arising in relation to the same) shall be confidential information for the purposes of the NDA.

 

Page 1 of 6

 

 

Strictly Private & Confidential

 

	This Term Sheet and the transactions contemplated in it as well as the identity of the Parties will be kept strictly confidential by the Parties except:
	(A)	If the other Parties consent in writing to the release of any such information (such consent not to be unreasonably withheld or delayed), and on the basis that a draft is provided for the other relevant Party’s prior review and approval.  The Parties have a common intent to make a jointly agreed public  announcement  about the  transactions  envisaged  by  this  TermSheet shortly after execution;
	(B)	If the other Party is obligated by law, the rules of a recognised stock exchange or regulatory inspection to disclose such information; or
	(C)	for disclosure to such party’s affiliates and its and their directors, officers, employees, members, potential investors and advisors who have a need to know.
4. EXCLUSIVITY	Neither party shall be bound in any way by exclusivity
5. GOVERNING LAW     AND     JURISDICTION	This Term Sheet and any non-contractual obligations arising out of or in connection with it or its subject matter shall be governed and construed in accordance with the laws of England and Wales and the Parties hereby submitto the exclusive jurisdiction of the courts of England to settle any dispute or claim arising out of or in connection with this Term Sheet or its subject matter or formation.
6. EXPENSES	Each Party shall be liable for its own costs and expenses in connection with the preparation, review and negotiation of this Term Sheet and any transaction documents.

 

Part 2 – Aircraft Master Purchase Agreement

 

7.	SELLER	Vertical (“Seller”)
8.	PURCHASER	Avolon E or a related body corporate (“Purchaser”)
9.	PRODUCT	VA-X4
10.	PRODUCT	The product shall meet the following specification
	SPECIFICATION
		●	Type: Piloted
		●	Passengers: Pilot + 4
		●	Top Speed: 202mph
		●	Range: 100miles
		●	Payload: 450kg in piloted mode
		●	Fuel: Electric
		●	Noise: 45db cruise / <70db hover
		●	Default Exterior Branding: Vertical
11.	PRODUCT CUSTOMISATION	The Seller and the Purchaser to agree standardised product specification and variant document to be produced by the Seller by 30 June 2023.

 

Page 2 of 6

 

 

Strictly Private & Confidential

 

12.	PRODUCT	Product will be certified with the following authorities:
	CERTIFICATION
	AND	●	Civil Aviation Authority (“CAA”)
	REGISTRATION	●	European Union Aviation Safety Agency (“EASA”)
		●	Federal Aviation Administration (“FAA”)
		Additional validations will follow to enable the Aircraft to be operated in other jurisdictions.
		The Purchaser shall be responsible for the registration, filing and/or recording of any documents and interests relating to the Aircraft with the relevant aviation authorities.
13.	PRODUCT PRICE	The pricing strategy continues to be developed, and Avolon E shall purchase aircraft according to Vertical’s pricing at the time of contracting a firm order on a most favoured nation basis. (details including application of discounts or credits to be discussed as part of long form documentation). The parties will also agree overall caps on the proportion of aircraft to be sold to lessors on a speculative basis in any given time period, as well as the level of co-operation in placing from the lessor order book to operators versus direct sales from Vertical.
14.	FIRST AVAILABLE DELIVERY DATE	1 October 2024
15.	PURCHASE ORDER DURATION	3 years from First Available Delivery Date, extendable at the Purchaser’s request by 2 years.
16.	PRE-DELIVERY PAYMENTS	None
17.	PAYMENT AND DELIVERY	On delivery. The Parties shall discuss in good faith and mutually agree who bears responsibility for customs duties, taxes and the delivery destination of each aircraft.
	DESTINATION
18.	INITIAL PURCHASE ORDER COMMITMENT	The Purchaser shall purchase $1.25bn of Aircraft (i.e. approximately 300 Aircraft) over the Purchase Order Duration. The Purchaser shall have the option to acquire a further $750m of Aircraft (i.e. approximately a further 180 Aircraft).
		Purchaser shall have conversion rights into any more recent developed variants or design iterations which may be launched by the Seller.
19.	LEASE CONDITIONS	The Purchaser may lease an Aircraft to a third party provided (a) the proposed lessee is a solvent party with  the required credentials to be a credible operator of the aircraft, (b) such lease or any related financing does not impose any greater liability, obligation or cost to the Seller at the time of such lease /related financing and (c) the Purchaser shall reimburse any reasonable external costs (including legal to the Seller) connected with the lease.

  

Page 3 of 6

 

 

Strictly Private & Confidential

 

20.	PURCHASE ORDER NOTICE	The Purchaser shall provide notice to the Seller in writing of its firm order for Aircraft under this purchase order at least 12 months prior to the month in which aircraft are to be delivered.
21.	MAINTENANCE AND SUPPORT	In addition to manufacturing and delivering the Aircraft, the Seller will provide various ancillary goods and services to the Purchaser, the specific nature of which shall be agreed by June 30 2023. These ancillary goods and services include operations and field services engineering, technical support and training, spare parts support, smart charging systems, training of flight crews in the operation of aircraft, a complete set of technical manuals, software and other materials (including subsequent revisions) and a maintenance regime (including locations and entities accredited to perform such maintenance) with respect to each aircraft. The scope of such services shall be developed by the Joint Working Group described below.
22.	ASSIGNMENT	No rights of assignment shall be afforded to the Purchaser without the prior written consent of the Seller other than to related parties and affiliates where Avolon holds at least 40% of the share capital.
23.	TERMINATION FOR CONVENIENCE	The Purchaser shall be entitled to terminate this Purchase order for convenience without penalty by providing written notice to the Seller by 1 July 2023.  Thereafter the Purchaser shall be bound to purchase the stated Initial Purchase Order Commitment.
		In the event the Purchaser elects to terminate for convenience they shall retain any vested issued equity warrants (as outlined in Part 4).

 

Part 3 – Vertical – Avolon Joint Working Group

 

24.	PURPOSE	Vertical and Avolon to establish a joint working group to enable the prompt certification and deployment of Vertical Aircraft in commercial operations with Avolon’s customers
25.	CERTIFICATION	Avolon to provide access to airline carriers and help establish a network of expertise to assist Vertical in its certification programme.
26.	GO TO MARKET STRATEGY	The Purchaser shall commit to the joint marketing of Vertical and the Aircraft to its existing customer base, in particular with the aim to create early demonstrator hubs in core urban air mobility (“UAM”) markets with prime carriers. In addition, both parties shall commit to a joint marketing campaign of 24 months to take place over the course of October 2023 to October 2025, subject to the achievement of the target initial delivery.

 

Page 4 of 6

 

 

Strictly Private & Confidential

 

Part 4 – Equity Warrants

 

27.	PURPOSE	Vertical is a new aircraft company pioneering technology in UAM. Vertical is currently undertaking a public market listing via a special acquisition company (“SPAC”) in order to raise the capital required to bring our product to market. In recognition of Avolon’s commitment to Vertical to bring product to market, Vertical will issue Avolon with equity warrants in Vertical.
28.	WARRANTS	Vertical will issue 7% equity warrants in Vertical with a zero strike price, distributed in proportion to the Avolon E shareholding.
29.	EXERCISE AND	3% of Warrants to vest at completion of Vertical’s de-SPAC;
	VESTING
		2% of Warrants to vest in the event Avolon E enters into a firm commitment to place or sell 100 aircraft with a prime carrier by 31 March 2022 or 1% of Warrants in the event Avolon E enters into a firm commitment to place or sell 100 aircraft with a prime carrier between 1 April 2022 and 30 September 2022; 2% of Warrants to vest proportionately on binding contractual commitment to acquire the first $1.25bn of the purchase order (e.g. a $625m fulfilment would result in 1%).
		Exercise will be linked to each of the vesting milestones above.
30.	TERM	The Warrants will remain outstanding for 5 years.

 

Part 5 – Avolon Equity Investment

 

31.	Investment	Avolon to invest $15m in Vertical as part of the PIPE
32.	Governance	Domhnal Slattery of Avolon to join the board of Vertical as non-exec director Avolon E’s commitment, use of Avolon brand and Avolon’s investment remain at all times subject to satisfactory review and input into selection of SPAC sponsor and PIPE marketing process. On signing of this term sheet, Vertical will ensure full transparency in the marketing and selection process for Avolon executive team.
		The transaction in its entirety remains subject to Avolon’s Board approvals.

 

Part 6 – Next Steps

 

33.	PROPOSED NEXT STEPS	Following execution of this Term Sheet, the Parties anticipate the next steps to be as follows:
		(A)	Each of Vertical and Avolon to assign deal leads for the collaboration;
		(B)	The drafting, negotiation and entering into:

 

Page 5 of 6

 

 

Strictly Private & Confidential

 

		(1)	A long form Master Purchase Order Agreement
		(2)	A Working Group Collaboration Agreement;
		(3)	An Equity Warrant Agreement;
		(4)	An equity Subscription Agreement;
		(together, the “Transaction Documents”); and
	(C)	The parties to announce a joint press release regarding their transaction, or as required for regulatory reasons, at a time to be agreed.

 

Each Party hereby confirms its acceptance and agreement to the terms contained in this Term Sheet.

/s/
Director,
Duly authorised for and on behalf of Avolon Aerospace Leasing Limited
Date:	16 March 2021
/s/
Director,
Duly authorised for and on behalf of Vertical Aerospace Group Ltd
Date:	16 March 2021

 

Page 6 of 6

 

 

Exhibit 10.16

 

 

15 July, 2021

  

Rent deposit deed
relating to 

Unit 1, Camwal Court, Chapel Street, St Philips Marsh, Bristol BS2 0UW

  

Anthony Nigel Sampson ⁽¹⁾

Vertical Aerospace Group Ltd ⁽²⁾ and 

Imagination Industries Limited ⁽³⁾

 

Womble Bond Dickinson (UK) LLP

Tel +44(0)345 415 0000 

www.womblebonddickinson.com

 

 

 

 

CONTENTS

 

Clause		Page
1.	DEFINITIONS AND INTERPRETATION	1
2.	DEPOSIT AND ACCOUNT	3
3.	BALANCE	3
4.	REPAYMENT OF THE BALANCE	4
5.	INTEREST	4
6.	INDEMNITY	5
7.	CHARGE	5
8.	NOVATION	5
9.	MISCELLANEOUS	6
10.	GUARANTOR’S OBLIGATIONS	6
11.	PROPER LAW	6
12.	SEVERANCE	6
13.	EXECUTION	6

 

 

 

 

 

DATE 15 July 2021

 

PARTIES

 

(1)	Anthony Nigel Sampson of ####### # ###### ##### ########### #### ###### #### ####### ### ### (Landlord).

 

(2)	Vertical Aerospace Group Ltd (Company No. 12590994 of 140-142 Kensington Church Street, London W8 4BN (Tenant).

 

(3)	Imagination Industries Limited (Company No. 06890468) of 140-142 Kensington Church Street, London W8 4BN (Guarantor).]

 

AGREED TERMS

 

1.       DEFINITIONS AND INTERPRETATION

 

1.1      The definitions and rules of interpretation in Clause 1 apply in this Deed:

 

	Account	interest-bearing account opened in the name of the Landlord with the Bank.
	Balance	balance from time to time standing to the credit of the Account.
	Bank	Barclays Bank Plc or such other bank as the Landlord may from time to time direct.
	Covenants	obligations and conditions in the Lease to be complied with by a tenant of the Lease, including the obligation to pay the rent.
	Deposit	Eighty Seven Thousand Five Hundred Pounds (£87,500).
	Event of Default	one or more of the following events:

 

(a)       the disclaimer of the Lease;

 

(b)       if the Tenant is a company, the Tenant is struck off the register of companies or otherwise ceases to exist;

 

(c)       the surrender of the lease in the event of administration of the Tenant; and

 

(d)       the forfeiture of the Lease.

 

	Lease	lease of the Premises the same date as this Deed made between (1) Landlord and (2) Tenant and (3) Guarantor together with any documents varying or supplemental or ancillary to it.
	Liabilities	payment of all sums, whether actual or contingent, required for one or more of the following:

 

(a)       to make good any loss or damage to the Landlord arising from any breach by the Tenant of the Covenants;

 

(b)       to make good any dilapidations to the Premises at the end of the term of the Lease;

 

(c)       to make good any loss or damage to the Landlord arising from any breach by the Tenant of the terms of this Deed;

 

1 

 

 

(d)       to make good any loss or damage to the Landlord arising from an Event of Default, including any sums for which             the Landlord is entitled to prove in the winding up or bankruptcy of the Tenant whether or not following a             disclaimer of the Lease; and

 

(e)       to pay all legal and other costs, charges and expenses incurred by the Landlord in relation to paragraphs (a) to (d) of             this definition.

 

	Minimum Balance	6 months’ rent (calculated by dividing the annual rent from time to time payable into 12 equal fractions and multiplying appropriately and including any prospective increase following a review of the annual rent (together with an amount equal to Value Added Tax to the extent due on the yearly rent ).
	New Landlord	any person who is a successor in title to the Landlord’s interest in the Premises.
	Premises	premises known as Unit 1 Camwal Court,Chapel Street, St Philips Marsh, Bristol, BS2 0UW described in more detail in the Lease.
	Release Date	the date one month after the Tenant provides Satisfactory Accounts to the Landlord for each of the three immediately preceding accounting periods (none of which is to be a period of less than one year).
	Repayment Date	The earlier of:

 

(a)       the date on which the Tenant assigns the Lease with the Landlord’s consent; or

 

(b)      the first date on which the following conditions are satisfied:

 

(i)        the Lease and any statutory continuation of it has come to an end, other than by an Event of Default; and

 

(ii)       the Landlord has been given vacant possession of the Premises; and

 

(c)       the Release Date.

 

Satisfactory Accounts

certified copies of audited accounts showing that the Tenant’s net profits after tax and ignoring profits arising from exceptional or extraordinary items are in excess of three times the yearly rent payable under the Lease at the date of receipt of those accounts(but if there is an outstanding rent review under the Lease which has not been agreed or determined when the Landlord receives the Satisfactory Accounts then the yearly rent will be calculated by reference to the reviewed rent and the Release Date will be postponed to the date one month after the rent review has been agreed or determined).

 

1.2

In this Deed unless the context otherwise requires:

 

1.2.1

reference to a Clause or Schedule are to a clause of, or schedule to this Deed, references to this Deed include its Schedule, and references in a Schedule to a paragraph are to a paragraph of that Schedule;

 

2 

 

 

1.2.2

references to this Deed or any other document are to this Deed or that document as amended from time to time;

 

1.2.3

words denoting the singular include the plural and vice versa;

 

1.2.4

words denoting any gender include every gender;

 

1.2.5

reference to a "person" include any corporate or unincorporated body;

 

1.2.6

the table of contents and headings in this Deed do not affect its interpretation;

 

1.2.7

"writing" or "written" does not include e-mail or any other form of electronic communication, other than fax where explicitly stated;

 

1.2.8

the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

 

1.2.9

unless otherwise specified, a reference to a statutory provision is a reference to that provision as amended, consolidated, extended or re-enacted from time to time (whether before or after the date of this Lease) and to any subordinate legislation made under it;

 

1.2.10

any obligation on the Landlord or Tenant not to do or omit to do anything shall include an obligation not to permit or suffer that thing to be done or omitted to be done whether by any undertenant of that party or by any employee servant agent invitee or licensee of that party or its undertenant or otherwise;

 

1.2.11

where any obligation is undertaken by two or more persons they shall be jointly and severally liable in respect of that obligation;

 

1.3

The parties to this Deed do not intend that any of its terms will be enforceable by virtue of Contracts (Rights of Third Parties) Act 1999.

 

2.           DEPOSIT AND ACCOUNT

 

2.1

The Landlord acknowledges receipt of the Deposit from the Tenant and agrees to pay it into the Account.

 

2.2

Unless it has already done so, the Landlord shall open the Account as soon as reasonably practicable after the date of this Deed.

 

2.3

The Landlord may transfer the Balance into another Account at the Bank or at another bank for retention on the terms of this Deed and if the transfer is to another bank, the replacement bank will become “the Bank” for the purposes of this Deed.

 

2.4

The Landlord shall not close the Account before the Repayment Date unless another Account has been opened in accordance with Clause 2.3.

 

2.5

The Bank’s costs for opening and operating the Account are to be deducted from the Account and any balance of those costs is to be paid by the Tenant within ten working days of written demand.

 

3.           BALANCE

 

3.1

The Landlord acknowledges that:

 

3.1.1

the Balance is and remains beneficially the property of the Tenant subject to the terms of this Deed; and

 

3 

 

 

 

3.1.2

it will not make any withdrawals from the Account except on the terms of this Deed.

 

3.2

The Tenant acknowledges that the Landlord is entitled to make withdrawals from the Account on the terms of this Deed and that any money withdrawn will become the Landlord’s property.

 

3.3

The Landlord may notify the Tenant in writing that the Balance is to be reduced by such sum as may be specified in the notice to settle any of the Liabilities. If the Tenant does not pay to the Landlord the sums specified in the notice within seven days after the date of the notice, the Landlord may withdraw those sums from the Account.

 

3.4

The Tenant shall pay the Landlord on demand such further sums as may be required to ensure that the Balance is at all times no less than the Minimum Balance.

 

3.5

The Landlord shall promptly pay any sums received from the Tenant under Clause 3.4 into the Account and they will form part of the Balance.

 

4.	REPAYMENT OF THE BALANCE

 

4.1

The Landlord shall pay the Tenant an amount equal to the Balance on the Repayment Date together with any interest due up to the Repayment Date but not paid under Clause 5.4 within 21 working days after the Repayment Date but after deducting:

 

4.1.1

any outstanding Liabilities at the Repayment Date; and

 

4.1.2

any outstanding costs of the Bank, including any costs payable on the closure of the Account.

 

4.2

If any Liabilities are due at the Repayment Date but are unquantified at this date:

 

4.2.1

the Landlord may deduct under Clause 4.1.1 an amount equal to the Landlord’s reasonable estimate of those Liabilities;

 

4.2.2

any sums so deducted will be held in the Account on the terms of this Deed until the relevant Liabilities have been quantified;

 

4.2.3

when the relevant Liabilities have been quantified, the Landlord is to deduct the amount of those Liabilities from the Account and will pay any credit balance on the Account to the Tenant within 21 working days of the Liabilities having been quantified; and

 

4.2.4

if the monies retained on the Account are insufficient to pay the relevant Liabilities, the Tenant is to pay the balance to the Landlord on demand.

 

4.3

The Landlord may close the Account following the repayment of the whole of the Balance.

 

5.

INTEREST

 

5.1

The interest accruing on the Deposit is to be left in the Account and is to form part of the Deposit subject to Clause 5.4.

 

5.2

The Tenant covenants that it will pay all tax due in respect of the Balance and shall discharge such tax liability out of its own funds.

 

5.3

The Landlord shall be entitled (but not obliged) to make withdrawals from the Account that represent any tax that may lawfully be due and to pay such sums to the appropriate tax authority.

 

5.4

The Landlord agrees that it will from time to time at the request of the Tenant (but not more frequently than once in every 12 months), unless the Tenant is in breach of any of its obligations under the Lease or under this Deed, withdraw from the Account and pay to the Tenant (net of any tax required to be deducted by the Landlord before the Landlord accounts to the Tenant) any interest which has accrued on the Deposit and which has not been appropriated by the Landlord.

 

4 

 

 

6.

INDEMNITY

 

The Tenant will make good to the Landlord on demand and indemnify the Landlord against all losses damages costs expenses and claims arising from any breach of the terms of this Deed.

 

7.

CHARGE

 

7.1

The Tenant warrants to the Landlord that:

 

7.1.1

it has the necessary power and authority to enter into this Deed and will at all times have the necessary power and authority to comply with its obligations under this Deed;

 

7.1.2

no person having any charge or other form of security over the assets of the Tenant is required to consent to the Tenant entering into this Deed or has the benefit of any covenant preventing the Tenant entering into this Deed; and

 

7.1.3

the Deposit is and any further sums paid into the Account will be free from any charge, lien or incumbrance in favour of any third party, whether legal or equitable.

 

7.2

The Tenant with full title guarantee and as continuing security for the Liabilities charges the Balance by way of first fixed equitable charge to the Landlord as a continuing security for the payment and discharge of the Liabilities.

 

7.3

The Tenant is not to create any other legal or equitable charge (whether fixed or floating), lien or encumbrance over the Balance whether ranking in priority to, equal with or behind the security created by this Deed.

 

7.4

The Tenant is promptly and at its own cost to execute any document and take any action which the Landlord at any time reasonably requires in order to protect and preserve the security created by this Deed and for the priority of that security.

 

7.5

The Tenant by way of security irrevocably appoints the Landlord and the persons deriving title under it to be its attorney in its name and on its behalf and as its act and deed or otherwise to sign or otherwise execute all such deeds instruments and documents relating to the Account and the Balance and to do all such acts and things as may be required for the perfection and/or the full exercise of the rights or powers hereby conferred.

 

8.

NOVATION

 

8.1

At the Landlord’s request, the Tenant shall enter into a deed of covenant at its own cost with the Landlord and the New Landlord containing the following provisions:

 

8.1.1

a covenant by the New Landlord with the Tenant to comply with the Landlord’s obligations in this Deed;

 

8.1.2

a covenant by the Tenant with the New Landlord to comply with the Tenant’s obligations in this Deed; and

 

8.1.3

a release by the Tenant of the Landlord from its obligations in this Deed.

 

8.2

Subject to the completion of the deed of covenant in accordance with Clause 8.1:

 

8.2.1

the Landlord may give a mandate to the Bank authorising the Bank to accept the New Landlord as the signatory to the Account and the person entitled to operate the Account; or

 

8.2.2

the New Landlord may open a new Account and the Landlord may transfer the Balance to it to be held on the terms of this Deed.

 

5 

 

 

9.

MISCELLANEOUS

 

9.1

The provisions of the Lease shall apply to all notices served pursuant to this Deed.

 

9.2

The right of re-entry in the Lease will be exercisable if any covenant or condition contained in this deed failing to be complied with by the Tenant is breached as well as if any of the events stated in the provision for re-entry in the Lease occur.

 

10.

GUARANTOR’S OBLIGATIONS

 

In the event of any breach of any covenant or condition failing to be complied with by the Tenant in this deed, the Guarantor will remedy any such breach and make good to the Landlord on demand and indemnify the Landlord against all losses, damages, costs, expenses and claims arising from any such breach.

 

11.

PROPER LAW

 

11.1

This Deed shall be governed by English law and the Landlord and the Tenant irrevocably submit to the exclusive jurisdiction of the English Courts.

 

12.

SEVERANCE

 

12.1

Any provision of this Deed rendered void by virtue of section 25 Landlord and Tenant (Covenants) Act 1995 is to be severed from all remaining provisions and the remaining provisions are to be preserved.

 

12.2

If any provision in this Deed extends beyond the limits permitted by section 25 Landlord and Tenant (Covenants) Act 1995 that provision is to be varied so as not to extend beyond those limits.

 

13.

EXECUTION

 

This Deed has been executed by the parties to it as a Deed and it is delivered on the date stated at the beginning of it.

 

6 

 

 

Signed as a deed by Anthony Nigel Sampson in

the presence of:

Signature

 

Signature (Witness)

 

Print Name

Darren Ling

 

Address	#, ### ###,
	#######,
	##### #######, #######,

 

Occupation

Carpenter

 

Executed as a deed by Vertical Aerospace Group Ltd acting by            , a director, in the presence of:
	Director

 

Signature (Witness)

 

Print Name

 

Address

 

Occupation

 

Executed as a deed by Imagination Industries Limited acting by            , a director, in the presence of:
	Director

 

Signature (Witness)

 

Print Name

 

Address

 

Occupation

 

7 

 

Exhibit 10.17

 

 

  

15 July 2021

 

Licence to assign
relating to 

Unit 1, Camwal Court, Chapel Street, St Philips Marsh, Bristol BS2 0UW

 

Anthony Nigel Sampson ⁽¹⁾

Vertical Aerospace Limited ⁽²⁾

Imagination Industries Limited ⁽³⁾

Vertical Aerospace Group Ltd ⁽⁴⁾ and 

Imagination Industries Limited ⁽⁵⁾

 

Womble Bond Dickinson (UK) LLP

Tel +44(0)345 415 0000 

www.womblebonddickinson.com

 

 

 

 

CONTENTS

 

Clause		Page
1.	DEFINITIONS AND INTERPRETATION	2
2.	CONSENT TO ASSIGN	3
3.	TENANT'S AND ASSIGNEE’S OBLIGATIONS RELATING TO THE ASSIGNMENT	4
4.	TENANT'S GUARANTOR	4
5.	GUARANTEE AND INDEMNITY BY ASSIGNEE'S GUARANTOR	4
6.	COSTS	5
7.	RIGHT OF RE-ENTRY IN THE LEASE	5
8.	LIABILITY	5
9.	INDEMNITY	5
10.	AGREEMENTS	5
11.	NOTICES	5
12.	THIRD PARTY RIGHTS	5
13.	GOVERNING LAW AND JURISDICTION	5
SCHEDULE 1		7
	Authorised Guarantee Agreement	7
SCHEDULE 2		12
	Guarantee and indemnity by Assignee's Guarantor	12

 

 

 

 

DATE 15 July 2021

 

PARTIES

 

(1)	Anthony Nigel Sampson of ####### # ###### ##### ########### #### ###### #### ####### ### ### (Landlord).

 

(2)	Vertical Aerospace Limited (Company No. 083330792) of 140-142 Kensington Church Street, London W8 4BN (Tenant).

 

(3)	Imagination Industries Limited (Company No. 06890468) of 140-142 Kensington Church Street, London W8 4BN (Tenant's Guarantor).

 

(4)	Vertical Aerospace Group Ltd (Company No. 12590994 of 140-142 Kensington Church Street, London W8 4BN (Assignee).

 

(5)	Imagination Industries Limited (Company No. 06890468) of 140-142 Kensington Church Street, London W8 4BN (Assignee's Guarantor).

 

BACKGROUND

 

(A)	This Licence is supplemental and collateral to the Lease.

 

(B)	The Landlord is entitled to the immediate reversion to the Lease.

 

(C)	The residue of the Term is vested in the Tenant.

 

(D)	The Tenant intends to assign the Lease to the Assignee and, under the terms of the Lease, requires the consent of the Landlord to that assignment.

 

(E)	In the Lease the Tenant's Guarantor entered into a guarantee and other covenants in respect of the tenant covenants of the Lease.

 

(F)	The Assignee's Guarantor has agreed to enter into a guarantee and other covenants in respect of the tenant covenants of the Lease.

 

AGREED TERMS

 

1.       DEFINITIONS AND INTERPRETATION

 

1.1       The definitions and rules of interpretation in Clause 1 apply:

 

1954 Act		Landlord and Tenant Act 1954.
1995 Act		Landlord and Tenant (Covenants) Act 1995.
Authorised Guarantee Agreement		authorised guarantee agreement set out in Schedule 1.
Assignment		assignment of the Lease by the Tenant to the Assignee permitted under Clause 2.
Assignment Date		date of the deed of assignment of the Lease to the Assignee.
Guarantee		authorised guarantee agreement set out in Schedule 2.
Lease		lease of the Property dated 1 August 2018 and made between Anthony Nigel Sampson (1) Vertical Aerospace Limited (2) and Imagination Industries Limited (3) and all documents supplemental or collateral to that lease.

 

2

 

 

Liability Period		from and including the Assignment Date until the end of the Term or until the Assignee is released from the tenant covenants of the Lease by virtue of the 1995 Act, if earlier.
Property		Unit 1, Camwal Court, Chapel Street, St Philips Marsh, Bristol BS2 0UW as demised by the Lease.
Rent Deposit Deed		rent deposit deed set out in Schedule 3.
Term		term granted by the Lease including any extension or holding over by the Tenant (whether by statute, agreement or otherwise).
VAT		value added tax and any similar replacement tax and any similar additional tax.

 

1.2	In this Licence, unless the context requires otherwise:

 

1.2.1

references to a Clause or Schedule are to a clause of or schedule to this Licence, references to this Licence include its schedules, and references in a schedule to a Paragraph are to a paragraph of that schedule;

 

1.2.2

references to this Licence or any other document are to this Licence or that document as amended from time to time;

 

1.2.3

words denoting the singular include the plural and vice versa;

 

1.2.4

words denoting any gender include every gender;

 

1.2.5

reference to a person includes any corporate or unincorporated body;

 

1.2.6

the table of contents and headings in this Licence do not affect its interpretation;

 

1.2.7

unless otherwise specified, writing or written does not include e-mail or any other form of electronic communication;

 

1.2.8

the terms including, include, in particular or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms;

 

1.2.9

unless otherwise specified, a reference to a statutory provision is a reference to that provision as amended, consolidated extended or re-enacted from time to time (whether before or after the date of this Licence) and to any subordinate legislation made under it;

 

1.2.10

the Landlord includes the Landlord’s successors in title and any other person who is or becomes entitled to the reversion (whether immediate or not) expectant on the Term;

 

1.2.11

the expressions tenant covenant and authorised guarantee agreement have the meanings given to them by the 1995 Act.

 

2.       CONSENT TO ASSIGN

 

2.1	In consideration of the obligations of the Tenant and the Assignee in this Licence, the Landlord consents to the Tenant assigning the Lease to the Assignee on the terms of this Licence.

 

2.2

This consent is valid for three months from and including the date of this Licence. If the Assignment Date has not occurred within that time, the Landlord may give notice to the Tenant extending the period of validity. If this consent ceases to be valid and the Landlord has not given notice extending its validity, all the terms of this Licence except Clause 2.1 will remain in force.

 

3

 

 

2.3

It is a condition of this consent that:-

 

2.3.1

the Assignee and the Assignee's Guarantor enters into the Rent Deposit Deed.

 

2.3.2

the Assignee's Guarantor enters into the Guarantee.

 

3.       TENANT'S AND ASSIGNEE’S OBLIGATIONS RELATING TO THE ASSIGNMENT

 

3.1	The Assignee will not occupy, and the Tenant will not allow the Assignee to occupy, the Property or any part of it before completion of the Assignment.

 

3.2	Within seven days from and including the Assignment Date the Tenant will notify the Landlord (or its managing agents) of the name and address of the person to whom future demands for rent should be sent.

 

3.3	Within one month from and including the Assignment Date the Assignee will notify the Landlord's solicitors of completion, send the Landlord's solicitors a certified copy of the Assignment and pay the Landlord's solicitors' registration fee of £50 plus VAT.

 

3.4	The Assignee will:

 

3.4.1

procure the registration of the Assignment at the Land Registry as soon as reasonably practicable after the Assignment Date; and

 

3.4.2

within one month of completion of the registration of the Assignment produce to the Landlord's solicitors an official copy of the register of title showing the Assignee as the registered proprietor of the Lease.

 

4.       TENANT'S GUARANTOR

 

4.1	The Tenant's Guarantor consents to the Tenant entering into this Licence.

 

4.2	The Tenant's Guarantor agrees that its guarantee and other obligations under the Lease will remain fully effective and:

 

4.2.1

to the extent that any provision of this Licence varies the terms of the Lease, will apply to the Lease as varied; and

 

4.2.2

subject to Clause 4.2.1 will not be released or diminished by any provision of this Licence.

 

4.3	Nothing in this Licence will prevent or limit the operation of section 18 1995 Act.

 

5.       GUARANTEE AND INDEMNITY BY ASSIGNEE'S GUARANTOR

 

5.1	The provisions of Schedule 2 apply.

 

5.2

If any of the events mentioned in Schedule 7 of the Lease occur in relation to the Assignee's Guarantor (or any of the individuals who together comprise the Assignee's Guarantor), the Assignee will, if the Landlord requests, procure that a person of standing acceptable to the Landlord enters into a replacement or additional guarantee and indemnity relating to the tenant covenants of the Lease in the same form as that set out in Schedule 2.

 

5.3	For so long as the Assignee's Guarantor remains liable to the Landlord, the Assignee will, if the Landlord requests, procure that the Assignee's Guarantor joins in any consent or approval required under the Lease and consents to any variation of the tenant covenants of the Lease.

 

5.4	For the avoidance of doubt, references in Schedule 2 to the Lease are to the Lease as varied by this Licence.

 

4

 

 

6.

COSTS

 

On completion of this Licence the Tenant will pay the reasonable costs and disbursements of the Landlord's solicitors and its managing agents in connection with this Licence including any costs and disbursements incurred or to be incurred in registering this Licence. This obligation extends to costs and disbursements assessed on a full indemnity basis, and to any VAT in respect of those costs and disbursements except to the extent that the Landlord is able to recover such VAT.

 

7.	RIGHT OF RE-ENTRY IN THE LEASE

 

The right of re-entry in the Lease will be exercisable if any covenant or condition of this Licence is breached, as well as if any of the covenants stated in the provision for re-entry in the Lease occurs.

 

8.

LIABILITY

 

Where the Tenant, Assignee, Tenant's Guarantor or Assignee's Guarantor is more than one person then, in each case, those persons will be jointly and severally liable for their respective obligations and liabilities arising by virtue of this Licence or the Assignment. The Landlord may take action against, or release or compromise the liability of, or grant time or other indulgence to, any one of those persons, without affecting the liability of any other of those persons.

 

9.

INDEMNITY

 

The Tenant and the Assignee will indemnify the Landlord against all liabilities, costs, expenses, damages and losses caused to the Landlord by any breach of their respective obligations in this Licence.

 

10.	AGREEMENTS

 

10.1	Nothing in this Licence will:

 

10.1.1

be deemed to authorise any action other than as expressly authorised in Clause 2;

 

10.1.2

release or reduce any liability to the Landlord of the Tenant or any guarantor or other party to the Lease; or

 

10.1.3

waive or be deemed to waive any breach of the tenant covenants that may have occurred before the date of this Licence.

 

11.

NOTICES

 

Any notices to be served under this Licence will be validly served if served in accordance with the notice provisions in the Lease.

 

12.	THIRD PARTY RIGHTS

 

No third party (as defined in the Contracts (Rights of Third Parties) Act 1999) has any rights under that Act to enforce any term of this Licence.

 

13.	GOVERNING LAW AND JURISDICTION

 

13.1	This Licence will be governed by and construed in accordance with the law of England and Wales.

 

13.2	The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).

 

5

 

 

This Licence has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

 

6

 

 

 

SCHEDULE 1

 

Authorised Guarantee Agreement

 

1.           TENANT'S GUARANTEE AND INDEMNITY

 

1.1	The Tenant guarantees to the Landlord that:

 

1.1.1

the Assignee will throughout the Liability Period pay the rents reserved by the Lease and observe and perform the tenant covenants of the Lease; and

 

1.1.2

if the Assignee fails to pay any of those rents or to observe and perform any of those tenant covenants the Tenant will pay or observe and perform them.

 

1.2	The Tenant covenants with the Landlord as a separate and independent primary obligation to indemnify the Landlord against any failure during the Liability Period to pay any of the rents reserved by the Lease or any failure to observe or perform any of the tenant covenants of the Lease.

 

1.3	Nothing in this Authorised Guarantee Agreement will impose liability on the Tenant in respect of any time after the Assignee is released from the tenant covenants of the Lease.

 

2.           TENANT'S LIABILITY

 

2.1	The liability of the Tenant will not be affected by:

 

2.1.1

any time, indulgence or concession granted by the Landlord to the Assignee or to any person to whom the Assignee has assigned the Lease by an assignment that is an excluded assignment under section 11 1995 Act;

 

2.1.2

any delay or forbearance by the Landlord in enforcing the payment of any of the rents reserved by or the observance or performance of any of the tenant covenants of the Lease or in making any demand in respect of any of them or in taking or perfecting any other security in respect of any of them;

 

2.1.3

any refusal by the Landlord to accept any rent or other payment due under the Lease where the Landlord believes that the acceptance of such rent or payment may prejudice its ability to re-enter the Property;

 

2.1.4

the Landlord exercising any right or remedy against the Assignee for any failure to pay the rents reserved by the Lease or to observe or perform the tenant covenants of the Lease;

 

2.1.5

the Landlord taking any action or refraining from taking any action in connection with any other security held by the Landlord in respect of the Assignee's liability to pay the rents reserved by the Lease and observe and perform the tenant covenants of the Lease (including the release of any such security);

 

2.1.6

where the Tenant is more than one person, a release or compromise of the liability of any one of the persons who is the Tenant or the grant of any time or concession to any one of them;

 

2.1.7

any legal limitation or disability on the Assignee or any invalidity or irregularity of any of the tenant covenants of the Lease or any unenforceability of any of them against the Assignee;

 

2.1.8

any change in the name, style or constitution of the Assignee or the Landlord;

 

2.1.9

without prejudice to Paragraph 4, the disclaimer of the liability of the Assignee under the Lease;

 

7

 

 

2.1.10

the surrender of the Lease in respect of part of the Property, except that the Tenant will not be under any liability in relation to the surrendered part in respect of any period after the surrender;

 

2.1.11

the existence of any of the matters referred to in Paragraph 2.2; or

 

2.1.12

any other act or omission except an express written release of the Tenant by the Landlord.

 

2.2	The matters referred to in Paragraph 2.1.11 are:

 

2.2.1

any Law of Property Act 1925, administrative, court-appointed or other receiver or similar officer is appointed over the whole or any part of the assets of the Assignee or the Assignee enters into any scheme or arrangement with its creditors in satisfaction or composition of its debts under the 1986 Act;

 

2.2.2

if the Assignee is a company or a limited liability partnership:

 

(a)

the Assignee enters into liquidation within the meaning of section 247 1986 Act;

 

(b)

the Assignee is wound up or a petition for winding up is presented against the Assignee;

 

(c)

a meeting of the Assignee's creditors or any of them is summoned under Part I 1986 Act;

 

(d)

a moratorium in respect of the Assignee comes into force under section 1(A) and Schedule A1 1986 Act;

 

(e)

an administrator is appointed to the Assignee; or

 

(f)

the Assignee is struck off the register of companies;

 

2.2.3

if the Assignee is a partnership, it is subject to an event similar to any listed in Paragraph 2.2.2 with appropriate modifications so as to relate to a partnership;

 

2.2.4

if the Assignee is an individual:

 

(a)

a receiving order is made against the Assignee;

 

(b)

an interim receiver is appointed over or in relation to the Assignee's property;

 

(c)

the Assignee makes an application to be declared bankrupt, the Assignee is the subject of a bankruptcy petition or the Assignee becomes bankrupt;

 

(d)

the Assignee applies for or becomes subject to a debt relief order or the Assignee proposes or becomes subject to a debt management plan; or

 

(e)

an interim order is made against the Assignee under Part VIII 1986 Act or the Assignee otherwise proposes an individual voluntary arrangement;

 

2.2.5

any event similar to any listed in Paragraphs 2.2.1 to 2.2.4 occurs in any jurisdiction (whether it be England and Wales or elsewhere); and

 

2.2.6

any event similar to any listed in Paragraphs 2.2.1 to 2.2.5 occurs in relation to the Tenant.

 

2.3	Any sum payable by the Tenant under this Authorised Guarantee Agreement will be paid without any deduction, set-off or counter-claim against the Landlord or the Assignee.

 

8

 

 

3.           VARIATIONS

 

3.1

The Tenant will, at the Landlord's request, join in and give its consent to the terms of any licence, consent, variation or other document that may be entered into by the Assignee in connection with the Lease or for the purpose of acknowledging the Tenant's liabilities under this Authorised Guarantee Agreement.

 

3.2

Whether or not the Landlord has requested that the Tenant join in any such document and whether or not the Tenant has done so, the Tenant will not be released by any variation of the rents reserved by or the tenant covenants of the Lease, whether or not the variation is material or prejudicial to the Tenant and whether or not it is made in any document.

 

3.3	Except to the extent that the liability of the Tenant is affected by section 18 1995 Act, the liability of the Tenant under this Authorised Guarantee Agreement will apply to the rents reserved by and the tenant covenants of the Lease as varied whether or not:

 

3.3.1

the variation is material or prejudicial to the Tenant;

 

3.3.2

the variation is made in any document; or

 

3.3.3

the Tenant has consented to the variation.

 

4.           NEW LEASE

 

4.1	If the liability of the Assignee under the Lease is disclaimed and the Landlord gives the Tenant written notice within six months of the Landlord receiving notice of that disclaimer, the Tenant will enter into a new lease of the Property on the terms set out in this Paragraph 4.

 

4.2	The rights and obligations under the new lease will take effect from and including the date of the disclaimer and the new lease will:

 

4.2.1

be granted subject to the right of any person to have the Lease vested in them by the court and to the terms on which any such order may be made and subject to the rights of any third party existing at the date of the grant;

 

4.2.2

be for a term that expires on the same date as the end of the contractual term of the Lease had there been no disclaimer;

 

4.2.3

subject to Paragraphs 4.6 and 4.8 reserve as an initial annual rent an amount equal to the annual rent which is reserved by the Lease on the date of the disclaimer and which is subject to review on the same terms and dates provided by the Lease; and

 

4.2.4

be excluded from sections 24 to 28 1954 Act; and

 

4.2.5

otherwise be on the same terms as the Lease (as varied if there has been any variation, save to the extent that the Tenant is not bound by any such variation by virtue of section 18 1995 Act).

 

4.3

In relation to the new lease the Landlord served a notice on the Tenant, as required by section 38A(4)(a) 1954 Act, not less than 14 days before this Authorised Guarantee Agreement was entered into and the Tenant, who was duly authorised by the Tenant to do so, made a statutory declaration dated [ ● ] in accordance with the requirements of section 38(4)(b) 1954 Act.

 

4.4

The Tenant will pay the Landlord's solicitors' costs and disbursements on a full indemnity basis and any VAT on them in relation to the disclaimer and the new lease and will execute and deliver to the Landlord any licence required for the grant of the new lease and a counterpart of the new lease within one month after service of the Landlord's notice under Paragraph 4.1.

 

9

 

 

4.5	The grant of a new lease and its acceptance by the Tenant will be without prejudice to any other rights which the Landlord may have against the Tenant or against any other person or in respect of any other security that the Landlord may have in connection with the Lease.

 

4.6	If at the date of the disclaimer there is a rent review pending under the Lease then:

 

4.6.1

the initial annual rent to be reserved by the new lease will be subject to review on the date on which the term of the new lease commences on the same basis as a review of the annual rent under the Lease, such review date to be included in the new lease; and

 

4.6.2

the provisions in the new lease relating to the payment of any shortfall and interest following agreement or determination of a rent review will apply in relation to any shortfall between the annual rent reserved under Paragraph 4.2.3 and the revised annual rent agreed or determined under Paragraph 4.6.1, in respect of the period after the date of the disclaimer.

 

4.7	If Paragraph 5.6 applies then the rent review for which it provides will be in addition to any rent reviews required under Paragraph 4.2.3.

 

4.8

If at the date of disclaimer there is any abatement or suspension of the rent reserved by the Lease then for the purposes of this Licence that rent will be deemed to be the amount which would be payable but for the abatement or suspension, but without prejudice to the provisions relating to abatement or suspension to be contained in the new lease.

 

4.9

If the liability of the Assignee under the Lease is disclaimed and the Landlord does not give notice pursuant to Paragraph 4.1 then the Tenant is to pay to the Landlord on demand any arrears of the rents, outgoings and all other sums due under the Lease together with an amount equal to the rents, outgoings and other sums that would have been payable (but for the disclaimer) for the period of six months from and including the date of disclaimer or until the date on which the Landlord re-lets the Property if earlier.

 

5.           SECURITIES

 

5.1

Any payment or dividend that the Landlord receives from the Assignee (or its estate) or any other person in connection with any insolvency proceedings or arrangement involving the Assignee will be taken and applied as a payment in gross and will not prejudice the right of the Landlord to recover from the Tenant to the full extent of the obligations that are the subject of this Authorised Guarantee Agreement.

 

5.2

The Tenant will not claim in competition with the Landlord in any insolvency proceedings or arrangement of the Assignee in respect of any payment made by the Tenant pursuant to this Authorised Guarantee Agreement. If it otherwise receives any money in such proceedings or arrangement it will hold that money on trust for the Landlord to the extent of its liability to the Landlord.

 

5.3	The Tenant warrants that it has not taken and covenants that it will not take any security from or over the assets of the Assignee in respect of any liability of the Assignee to the Tenant. If the Tenant does take or hold any such security it will hold it for the benefit of the Landlord.

 

5.4

This Authorised Guarantee Agreement is in addition to and independent of any other security that the Landlord may at any time hold from the Tenant or the Assignee or any other person in respect of the liability of the Assignee to pay the rents reserved by the Lease and to observe and perform the tenant covenants of the Lease. It will not merge in or be affected by any other security.

 

5.5

The Tenant will not be entitled to claim or participate in any other security held by the Landlord in respect of the liability of the Assignee to pay the rents reserved by the Lease or to observe and perform the tenant covenants of the Lease. The Tenant will not exercise its rights of subrogation, reinstatement and indemnity against the Assignee or any other person liable.

 

10

 

 

5.6

Any money received in connection with this Authorised Guarantee Agreement (whether before or after the liquidation or bankruptcy of the Assignee) may be placed to the credit of a suspense account with a view to preserving any claim against the Assignee or may be applied by the Landlord in or towards satisfaction of the obligations that are the subject of this Authorised Guarantee Agreement as the Landlord in its absolute discretion may from time to time conclusively determine.

 

5.7

Any release or settlement between the Landlord and the Tenant is conditional on any security payment or money received by the Landlord not being invalid or voidable or ordered to be refunded pursuant to any laws relating to insolvency or bankruptcy. If the security payment or monies received is void then the Landlord may enforce this Authorised Guarantee Agreement as if such release or settlement had not occurred or such payment had not been made.

 

5.8	In the absence of manifest error the Tenant confirms to the Landlord that any statement by the Landlord of the amount due under this Authorised Guarantee Agreement is to be treated as conclusive of the amount owed by the Assignee.

 

5.9

The Tenant represents that it has the corporate power to enter into this Authorised Guarantee Agreement and that this Authorised Guarantee Agreement creates a valid and legally binding obligation of the Tenant. The Tenant confirms that this Authorised Guarantee Agreement does not conflict with any other obligations the Tenant may have and that all necessary consents have been obtained.

 

5.10	Where the Tenant consists of more than one person then the failure of any party to execute this Authorised Guarantee Agreement will not affect the liability of any party who has executed this Authorised Guarantee Agreement.

 

6.	SEVERABILITY

 

Each provision of this Authorised Guarantee Agreement is severable and distinct from the others. If any provision of this Authorised Guarantee Agreement is or becomes to any extent invalid, illegal or unenforceable but would be valid, legal and enforceable if the provision were modified, that provision will apply with whatever modification is necessary to make it valid, legal and enforceable. If such modification is not possible, it will to that extent be severed from the remainder of this Authorised Guarantee Agreement and in either case the validity, legality and enforceability of the remaining provisions will not be affected.

 

11

 

 

SCHEDULE 2

 

Guarantee and indemnity by Assignee's Guarantor

 

1.

GUARANTEE AND INDEMNITY

 

1.1

The Assignee's Guarantor guarantees to the Landlord that the Assignee will:

 

1.1.1

during the Liability Period pay the rents reserved by and observe and perform the tenant covenants of the Lease and that if the Assignee fails to pay any of those rents or to observe or perform any of those tenant covenants the Assignee's Guarantor will pay or observe and perform them; and

 

1.1.2

observe and perform any obligations the Assignee enters into under an authorised guarantee agreement and that if the Assignee fails to do so the Assignee's Guarantor will observe and perform those obligations.

 

1.2

The Assignee's Guarantor covenants with the Landlord as a separate and independent primary obligation to indemnify the Landlord against any failure by the Assignee:

 

1.2.1

to pay any of the rents reserved by or to observe or perform any of the tenant covenants of the Lease; or

 

1.2.2

to observe and perform any of the obligations the Assignee enters into under an authorised guarantee agreement.

 

2.           ASSIGNEE'S GUARANTOR'S LIABILITY

 

2.1

The liability of the Assignee's Guarantor will not be affected by:

 

2.1.1

any time, indulgence or concession granted by the Landlord to the Assignee;

 

2.1.2

any delay or forbearance by the Landlord in enforcing the payment of any of the rents reserved by or the observance or performance of any of the tenant covenants of the Lease or the Assignee's obligations under an authorised guarantee agreement or in making any demand in respect of any of them or in taking or perfecting any other security in respect of any of them;

 

2.1.3

any refusal by the Landlord to accept any rent or other payment due under the Lease where the Landlord believes that the acceptance of such rent or payment may prejudice its ability to re-enter the Property;

 

2.1.4

the Landlord exercising any right or remedy against the Assignee for any failure to pay the rents reserved by the Lease or to observe and perform the tenant covenants of the Lease or the Assignee's obligations under an authorised guarantee agreement;

 

2.1.5

the Landlord taking any action or refraining from taking any action in connection with any other security held by the Landlord in respect of the Assignee's ability to pay the rents reserved by the Lease or observe and perform the tenant covenants of the Lease or the Assignee's obligations under an authorised guarantee agreement (including the release of any such security);

 

2.1.6

where the Assignee's Guarantor is more than one person, a release or compromise of the liability of any one of the persons who is the Assignee's Guarantor or the grant of any time or concession to any one of them;

 

2.1.7

any legal limitation or disability on the Assignee or any invalidity or irregularity of any of the tenant covenants of the Lease or the Assignee's obligations under an authorised guarantee agreement or any unenforceability of any of them against the Assignee;

 

12

 

 

2.1.8

any change in the name, style or constitution of the Assignee or the Landlord;

 

2.1.9

without prejudice to Paragraph 4, the disclaimer of the Assignee's liability under the Lease or the forfeiture of the Lease;

 

2.1.10

the surrender of the Lease in respect of part of the Property, except that the Assignee's Guarantor will not be under any liability in relation to the surrendered part in respect of any period after the surrender;

 

2.1.11

the existence of any of the matters referred to in Paragraph 2.2; or

 

2.1.12

any other act or omission except an express written release of the Assignee's Guarantor by the Landlord.

 

2.2

The matters referred to in Paragraph 2.1.11 are:

 

2.2.1

any Law of Property Act 1925, administrative, court-appointed or other receiver or similar officer is appointed over the whole or any part of the assets of the Assignee or the Assignee enters into any scheme or arrangement with its creditors in satisfaction or composition of its debts under the 1986 Act;

 

2.2.2

if the Assignee is a company or a limited liability partnership:

 

(a)

the Assignee enters into liquidation within the meaning of section 247 1986 Act;

 

(b)

the Assignee is wound up or a petition for winding up is presented against the Assignee;

 

(c)

a meeting of the Assignee's creditors or any of them is summoned under Part I 1986 Act;

 

(d)

a moratorium in respect of the Assignee comes into force under section 1(A) and Schedule A1 1986 Act;

 

(e)

an administrator is appointed to the Assignee; or

 

(f)

the Assignee is struck off the register of companies;

 

2.2.3

if the Assignee is a partnership, it is subject to an event similar to any listed in Paragraph 2.2.2 with appropriate modifications so as to relate to a partnership;

 

2.2.4

if the Assignee is an individual:

 

(a)

a receiving order is made against the Assignee;

 

(b)

an interim receiver is appointed over or in relation to the Assignee's property;

 

(c)

the Assignee makes an application to be declared bankrupt, the Assignee is the subject of a bankruptcy petition or the Assignee becomes bankrupt;

 

(d)

the Assignee applies for or becomes subject to a debt relief order or the Assignee proposes or becomes subject to a debt management plan; or

 

(e)

an interim order is made against the Assignee under Part VIII 1986 Act or the Assignee otherwise proposes an individual voluntary arrangement;

 

2.2.5

any event similar to any listed in Paragraphs 2.2.1 to 2.2.4 occurs in any jurisdiction (whether it be England and Wales or elsewhere); and

  

2.2.6

any event similar to any listed in Paragraphs 2.2.1 to 2.2.5 occurs in relation to the Assignee's Guarantor.

 

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2.3

Any sum payable by the Assignee's Guarantor will be paid without any deduction, set-off or counter-claim against the Landlord or the Assignee.

  

3.           VARIATIONS

 

3.1

The Assignee's Guarantor will, at the Landlord's request, join in and give its consent to the terms of any consent, approval, variation or other document that may be entered into by the Assignee in connection with the Lease or an authorised guarantee agreement or for the purpose of acknowledging the Assignee's Guarantor's liabilities under this guarantee and indemnity.

 

3.2

Whether or not the Landlord has requested that the Assignee's Guarantor join in any such document and whether or not the Assignee's Guarantor has done so, the Assignee's Guarantor will not be released by any variation of the rents reserved by or the tenant covenants of the Lease or the Assignee's obligations under an authorised guarantee agreement, whether or not the variation is material or prejudicial to the Assignee's Guarantor and whether or not it is made in any document.

 

3.3

Except to the extent that the liability of the Assignee's Guarantor is affected by section 18 1995 Act, the liability of the Assignee's Guarantor will apply to the rents reserved by and the tenant covenants of the Lease and the Assignee's obligations under an authorised guarantee agreement as varied whether or not:

 

3.3.1

the variation is material or prejudicial to the Assignee's Guarantor;

 

3.3.2

the variation is made in any document; or

 

3.3.3

the Assignee's Guarantor has consented to the variation.

 

4.           NEW LEASE

 

4.1

If the Lease is forfeited or the liability of the Assignee under the Lease is disclaimed and the Landlord gives the Assignee's Guarantor notice not later than six months after the forfeiture or the Landlord having received notice of the disclaimer the Assignee's Guarantor will enter into a new lease of the Property on the terms set out in this Paragraph 4.

 

4.2

The rights and obligations under the new lease will take effect from and including the date of the forfeiture or disclaimer and the new lease will:

 

4.2.1

be granted subject to the right of any person to have the Lease vested in them by the court and to the terms on which any such order may be made and subject to the rights of any third party existing at the date of the grant;

 

4.2.2

be for a term that expires on the same date as the end of the Term had there been no forfeiture or disclaimer;

 

4.2.3

subject to Paragraphs 4.6 and 4.8, reserve as an initial annual rent an amount equal to the annual rent which is reserved by the Lease on the date of the forfeiture or disclaimer and which is subject to review on the same terms and dates provided by the Lease; and

 

4.2.4

be excluded from sections 24 to 28 1954 Act; and

 

4.2.5

otherwise be on the same terms as the Lease (as varied if there has been any variation, save to the extent that the Assignee's Guarantor is not bound by any such variation by virtue of section 18 1995 Act).

 

14

 

 

 

4.3

In relation to the new lease the Landlord served a notice on the Assignee's Guarantor, as required by section 38A(4)(a) 1954 Act, not less than 14 days before this guarantee and indemnity was entered into and the Assignee's Guarantor who was duly authorised by the Assignee's Guarantor to do so, made a statutory declaration dated 6 July, 2021 in accordance with the requirements of section 38(4)(b) 1954 Act.

 

4.4

The Assignee's Guarantor will pay the Landlord's solicitors' costs and disbursements on a full indemnity basis and any VAT on them in relation to the forfeiture or disclaimer and the new lease and will execute and deliver to the Landlord any licence required for the grant of the new lease and a counterpart of the new lease within one month after service of the Landlord's notice.

 

4.5

The grant of the new lease and its acceptance by the Assignee's Guarantor will be without prejudice to any other rights which the Landlord may have against the Assignee's Guarantor or against any other person or in respect of any other security that the Landlord may have in connection with the Lease.

 

4.6

If at the date of the forfeiture or disclaimer there is a rent review pending under the Lease then:

 

4.6.1

the initial annual rent to be reserved by the new lease will be subject to review on the date on which the term of the new lease commences on the same basis as a review of the annual rent under the Lease, such review date to be included in the new lease; and

 

4.6.2

the provisions in the new lease relating to the payment of any shortfall and interest following agreement or determination of a rent review will apply in relation to any shortfall between the annual rent reserved under Paragraph 4.2.3 and the revised annual rent agreed or determined under Paragraph 4.6.1, in respect of the period after the date of the forfeiture or disclaimer.

 

4.7

If Paragraph 4.6 applies then the rent review for which it provides will be in addition to any rent reviews required under Paragraph 4.2.3.

 

4.8

If at the date of forfeiture or disclaimer there is any abatement or suspension of the rent reserved by the Lease then for the purposes of this Licence that rent will be deemed to be the amount which would be payable but for the abatement or suspension of the rent, but without prejudice to the provisions relating to abatement or suspension to be contained in the new lease.

 

4.9

If the Lease is forfeited or the liability of the Assignee under the Lease is disclaimed and the Landlord does not give notice pursuant to Paragraph 4.1 then the Assignee's Guarantor is to pay to the Landlord on demand any arrears of the rents, outgoings and other sums due under the Lease together with an amount equal to the rents, outgoings and other sums that would have been payable (but for the forfeiture or disclaimer) for the period of six months from and including the date of forfeiture or disclaimer or until the date on which the Landlord re-lets the Property if earlier.

 

5.

SECURITIES

 

5.1

Any payment or dividend that the Landlord receives from the Assignee or its estate or any other person in connection with any insolvency proceedings or arrangement involving the Assignee will be taken and applied as a payment in gross and will not prejudice the right of the Landlord to recover from the Assignee's Guarantor to the full extent of the obligations that are the subject of this guarantee and indemnity.

 

5.2

The Assignee's Guarantor will not claim in competition with the Landlord in any insolvency proceedings or arrangement of the Assignee in respect of any payment made by the Assignee's Guarantor pursuant to this guarantee and indemnity. If the Assignee's Guarantor otherwise receives any money in such proceedings or arrangement it will hold that money on trust for the Landlord to the extent of its liability to the Landlord.

 

5.3

The Assignee's Guarantor will not without the consent of the Landlord exercise any right or remedy that it may have whether against the Assignee or any other person in respect of any amount paid or other obligation performed by the Assignee's Guarantor under this guarantee and indemnity unless and until all the obligations of the Assignee's Guarantor under this guarantee and indemnity have been fully performed.

 

15 

 

 

5.4

The Assignee's Guarantor warrants that it has not taken and covenants that it will not take any security from or over the assets of the Assignee in respect of any liability of the Assignee to the Assignee's Guarantor. If the Assignee's Guarantor does take or hold such security it will hold it for the benefit of the Landlord.

 

5.5

The obligations of the Assignee's Guarantor under this schedule are in addition to any other security that the Landlord may at any time hold from the Assignee's Guarantor or the Assignee or any other person in respect of the liability of the Assignee to pay the rents reserved by the Lease and to observe and perform the tenant covenants of the Lease. It will not merge in or be affected by any other security.

 

5.6

The Assignee's Guarantor will not be entitled to claim or participate in any other security held by the Landlord in respect of the liability of the Assignee to pay the rents reserved by or to observe and perform the tenant covenants of the Lease. The Assignee's Guarantor will not exercise its rights of subrogation, reimbursement and indemnity against the Assignee or any other person liable.

 

5.7

Any money received in connection with this guarantee and indemnity (whether before or after the liquidation or bankruptcy of the Assignee) may be placed to the credit of a suspense account with a view to preserving any claim against the Assignee or may be applied by the Landlord in or towards satisfaction of the obligations that are the subject of this schedule as the Landlord in its absolute discretion may from time to time conclusively determine.

 

5.8

Any release or settlement between the Landlord and the Assignee's Guarantor is conditional on any security payment or money received by the Landlord not being invalid or voidable or ordered to be refunded pursuant to any laws relating to insolvency or bankruptcy. If the security payment or monies received is void then the Landlord may enforce this guarantee and indemnity as if such release or settlement had not occurred or such payment had not been made.

 

5.9

In the absence of manifest error the Assignee's Guarantor confirms to the Landlord that any statement by the Landlord of the amount due under this guarantee is to be treated as conclusive of the amount owed by the Assignee.

 

5.10

The Assignee's Guarantor represents that it has the corporate power to enter into this Licence and that this Licence creates a valid and legally binding obligation of the Assignee's Guarantor. The Assignee's Guarantor confirms that this Licence does not conflict with any other obligations the Assignee's Guarantor may have and that all necessary consents have been obtained.

 

6.

SEVERABILITY

 

Each provision of this schedule is severable and distinct from the others. If any provision of this schedule is or becomes to any extent invalid, illegal or unenforceable but would be valid, legal and enforceable if the provision were modified, that provision will apply with whatever modification is necessary to make it valid, legal and enforceable. If such modification is not possible, it will to that extent be severed from the remainder of this schedule and in either case the validity, legality and enforceability of the remaining provisions will not be affected.

 

16 

 

 

Signed as a deed by Anthony Nigel Sampson in the presence of:
		Signature

 

Signature (Witness)

 

Print Name

Darren Ling

 

Address	#, ### ###,
	#######,
	##### ########, #######

 

Occupation

Carpenter

 

17 

 

 

 

Executed as a deed by Vertical Aerospace Limited acting by
, a director, in the presence of:		Director

 

Signature (Witness)

 

Print Name

 

Address

 

Occupation

 

Executed in its capacity as both Tenant's Guarantor and Assignee's Guarantor

 

Executed as a deed by Imagination Industries Limited acting by
, a director, in the presence of:		Director

 

Signature (Witness)

 

Print Name

 

Address

 

Occupation

 

18 

 

 

Executed as a deed by Vertical Aerospace Group Ltd acting by
, a director, in the presence of:		Director

 

Signature (Witness)

 

Print Name

 

Address

 

Occupation

 

19 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Registration Statement on Form F-4 of Vertical Aerospace Ltd. of our report dated July 9, 2021 relating to the financial statements of Vertical Aerospace Group Ltd., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ PricewaterhouseCoopers LLP

Bristol, United Kingdom

August 24, 2021

 

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Proxy Statement/Prospectus constituting a part of this Amendment No. 1 to the Registration Statement on Form F-4 of our report dated June 9, 2021, relating to the financial statements of Broadstone Acquisition Corp. (as restated), which is contained in that Proxy Statement/Prospectus. We also consent to the reference to our Firm under the caption “Experts” in the Proxy Statement/Prospectus.

 

/s/ WithumSmith+Brown, PC
New York, New York
August 24, 2021