Exhibit 10.1

EXECUTION VERSION

[***] = Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

MANUFACTURING COLLABORATION AGREEMENT

This Manufacturing Collaboration Agreement, effective as of January 3, 2023 (the “Effective Date”) is made by and between Archer Aviation Inc. (“AAI”) and Stellantis N.V. (“STLA”). AAI and STLA are each referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, STLA and its Affiliates design, develop, manufacture, and market automotive vehicles and components;

WHEREAS, AAI is designing and developing an electrically-powered vertical takeoff and landing (“eVTOL”) aircraft for use in urban environments;

WHEREAS, STLA’s Affiliate, FCA US LLC (“FCA US”), and AAI have completed a project, pursuant to a Nondisclosure and IP Rights Agreement between them, to design an eVTOL cockpit design concept;

WHEREAS, FCA US and AAI have completed a series of fixed duration collaboration projects pursuant to a Collaboration Agreement entered into between them on November 6, 2020;

WHEREAS, in connection with AAI’s September 2021 initial public offering pursuant to a Business Combination Agreement with Atlas Crest Investment Corp. (“Atlas”), STLA’s Affiliate, FCA Italy S.p.A. (“FCA Italy”), invested $75 million in AAI pursuant to a Subscription Agreement between FCA Italy and Atlas dated February 10, 2021;

WHEREAS, FCA Italy and AAI have completed a series of fixed duration manufacturing consulting projects pursuant to a Manufacturing Consulting Agreement entered into between them on July 19, 2021 (the “Manufacturing Consulting Agreement”);

WHEREAS, in addition to the foregoing agreements, the Parties have agreed to the undertakings as described on Exhibit A with respect to the Phase 1 Plan at the AAI Plant (the “Collaboration”); and

WHEREAS, contemporaneously with the execution of this Agreement, the Parties are executing the Warrant, the Forward Purchase Agreement, and the Registration Rights Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:

AGREEMENT

Article I
Definitions

“AAI” has the meaning set forth in the preamble.

“AAI Aircraft” means eVTOL aircraft products designed and developed by AAI or its Affiliates.

“[***]” has the meaning [***].

“AAI Co-Location Facility” has the meaning set forth in Section 6.01 (Co-Location Facilities).

“AAI Indemnified Parties” means any of AAI and its parents, subsidiaries, and Affiliates, and any of their respective shareholders, officers, directors, members, employees, Supplemental Workers, trustees, agents, successors, and assigns.

“AAI Personnel” means all Personnel of AAI.

“AAI Phase 1 Plant” means the manufacturing or assembly plant to be built at a greenfield site in Covington, Georgia (or such other site as may be determined by AAI) at which AAI will execute its Phase 1 Plan.

“AAI Technology” has the meaning set forth on Exhibit A.

“AAI Undertakings” means, collectively, the responsibilities and obligations undertaken by AAI as set forth on Exhibit A.

“AAI Work” means, collectively, any engineering, design, development, testing, consulting, evaluation or other work, as applicable, performed by or on behalf of AAI in the course of the execution of the Collaboration during the Term under this Agreement.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, for so long as the control exists.

“Agreement” means this Manufacturing Collaboration Agreement and all Exhibits attached hereto, which Exhibits are hereby incorporated by reference into this Agreement.

“Applicable Law” means any applicable U.S. or non-U.S. federal, state, local or other constitution, law, statute, ordinance, rule, regulation, published administrative position, or principle of common law, or any Order, in any case issued, enacted, adopted, promulgated, implemented, or otherwise put into legal effect by or under the authority of any Authority (including all applicable import and export laws and trade sanction regulations, all applicable commercial and public anti-bribery laws, all applicable employment and occupational health and safety laws and regulations, and all applicable tax laws and regulations).

“Authority” means any Governmental Entity or other statutory, public, or quasi-public authority at any level (including central, state, local government or municipal) of the applicable jurisdiction.

“Automotive OEM” means any Person, foreign or domestic, (i) that is engaged (or whose Affiliate is engaged) in the research, development, design, manufacture, marketing, or sale of motor vehicles, and (ii) whose end products primarily consist of fully-built up motor vehicles that compete with any of the motor vehicles manufactured or provided by STLA (or its Affiliates).

“Automotive OEM Change of Control” has the meaning set forth in Section 15.02(a) (Termination for Automotive OEM Change of Control or Liquidation Event).

“[***]” means [***].

“Background IP” means all Intellectual Property owned, controlled, or licensed by a Party that is developed, created, conceived, obtained, licensed, or acquired prior to such Party’s performance of work on the Collaboration or is created or developed outside of such Party’s work on the Collaboration.

“Business Day” means a day on Monday through Friday on which the banks in California and Michigan are open.

“Claim” means any claim, demand, suit, action, or proceeding (legal or otherwise) of whatever kind.

“Co-Location Facilities” has the meaning set forth in Section 6.01 (Co-Location Facilities).

“Collaboration” has the meaning set forth in the recitals.

“Confidential Information” has the meaning set forth in Section 12.01(a) (Definition of Confidential Information).

“Confidentiality Period” has the meaning set forth in Section 12.01(a) (Definition of Confidential Information).

“[***]” means [***].

“Disclosing Party” has the meaning set forth in Section 12.01(a) (Definition of Confidential Information).

“[***]” has the meaning [***].

“Effective Date” has the meaning set forth in the preamble.

“eVTOL” has the meaning set forth in the recitals.

“[***]” means [***].

“Exclusive Period” means [***].

“FCA Italy” has the meaning set forth in the recitals.

“FCA US” has the meaning set forth in the recitals.

“Force Majeure Event” means acts which are beyond the reasonable control of a Party, including: (a) acts of God; (b) flood, fire, or explosion; (c) war, invasion, riot, acts of terrorism, or other civil unrest; (d) actions, embargoes, or blockades in effect on or after the Effective Date; (e) national or regional emergency; (f) strikes, labor stoppages or slowdowns, or other industrial disturbances; (g) compliance with any Applicable Law, including imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; (h) shortage of adequate power or telecommunications or transportation facilities; or (i) any other event which is beyond the reasonable control of such Party.

“Foreground IP” means all Intellectual Property created, developed, or acquired in connection with or derived from Work Results.

“Form of Contract Manufacturing Agreement” has the meaning set forth in Exhibit B.

“Forward Purchase Agreement” means that certain Forward Purchase Agreement, of even date herewith, executed by the Parties and pursuant to which STLA has made available to AAI up to $150 million in exchange for additional shares of AAI.

“[***]” has the meaning [***].

“[***]” has the meaning [***].

“Governmental Entity” means a court, administrative agency, or commission or other federal, state, county, local, or other foreign governmental authority, instrumentality, agency, or commission.

“Indemnifiable Claim” has the meaning set forth in Section 13.03(a) (Notice of Claims).

“Intellectual Property” means any and all rights or forms of protection or other intellectual property rights existing from time to time under any law or regulations, including any patent, utility model, rights in designs, copyrights (including rights in computer software), moral right, trade secret, rights under unfair competition law, rights under semiconductor chip protection law, and any right or form of protection of a similar nature or having equivalent effect to any of the foregoing which may subsist anywhere in the world (but excluding trademarks, service marks and the like), and applications, renewals, extensions, and restorations for any of the foregoing now or hereinafter in force or effect. For purposes of this definition, rights under patent law shall include rights under any and all patent applications and patents anywhere in the world, including any provisional patent applications, substitutions, extensions, supplementary patent certificates, reissues, renewals, divisions, continuations-in-part (or in whole), continued prosecution applications, requests for continued examination, and other similar filings or stages thereof provided for under the laws of the United States, or of any other country.

“Joint Foreground IP” has the meaning set forth in Section 11.01(c) (Ownership).

“Liabilities” means any and all liabilities, damages or losses (including direct, consequential, indirect, incidental, special, exemplary, punitive or enhanced damages or losses), costs, expenses, penalties, fines, interest, awards, liens, judgments, or settlements, including reasonable attorney and other professional fees and other defense costs.

“Licensee” has the meaning set forth in Section 11.02(a) (Rights of Use).

“Licensor” has the meaning set forth in Section 11.02(a) (Rights of Use).

“Liquidation Event” has the meaning set forth in the Warrant.

“Manufacturing Consulting Agreement” has the meaning set forth in the recitals.

“Order” means any order, judgment, injunction, ruling, edict, writ, or other decree, whether temporary, preliminary, or permanent, enacted, issued, promulgated, enforced, or entered by any Governmental Entity or other Authority.

“Party” and “Parties” have the meaning set forth in the preamble.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Authority, unincorporated organization, trust, association or other entity.

“Personnel” means all employees and Supplemental Workers of a Party (or its Affiliates) in performance of that Party’s obligations under this Agreement.

“Phase 1 Plan” has the meaning set forth on Exhibit A.

“Receiving Party” has the meaning set forth in Section 12.01(a) (Definition of Confidential Information).

“Registration Rights Agreement” means that certain Registration Rights Agreement, of even date herewith, executed by the Parties in the form attached as Exhibit B to the Forward Purchase Agreement.

“Residuals” has the meaning set forth in Section 12.01(a) (Definition of Residuals).

“Replacement Request” has the meaning set forth on Exhibit A.

“Resource Request” has the meaning set forth on Exhibit A.

“Sole Foreground IP” has the meaning set forth in Section 11.01(b) (Ownership).

“Steering Team” has the meaning set forth in Section 7.01 (Governance).

“STLA” has the meaning set forth in the preamble.

“STLA Assistance Scope” has the meaning set forth on Exhibit A.

“STLA Co-Location Facility” has the meaning set forth in Section 6.01 (Co-Location Facilities).

“[***]” has the meaning [***].

“STLA Indemnified Parties” means any of STLA and its parents, subsidiaries, and Affiliates, and any of their respective shareholders, officers, directors, members, employees, Supplemental Workers, trustees, agents, successors and assigns.

“[***]” has the meaning [***].

“STLA Personnel” means all Personnel of STLA.

“STLA Undertakings” means, collectively, the responsibilities and obligations undertaken by STLA as set forth on Exhibit A.

“STLA Work” means, collectively, any engineering, design, development, testing, consulting, evaluation or other work, as applicable, performed by or on behalf of STLA in the course of the execution of the Collaboration during the Term under this Agreement.

“Supplemental Worker” means an individual who is employed by a Third Party supplemental resources supplier engaged by a Party (or its Affiliates) to perform services for that Party (or its Affiliates) through the assigned individual.

“Supplier” means a Third Party supplier or contractor engaged by a Party (or its Affiliates) to perform a Party’s obligations under this Agreement.

“Term” has the meaning set forth in Article VIII (Term).

“Third Party” means any Person other than AAI or STLA, their respective Affiliates, and the respective members, directors, officers, and employees thereof.

“Third Party Claim” means any Claim by a Third Party.

“[***]” means [***].

“Timing Requirement” means any timing set forth on Exhibit A that specifies when any event or task is expected to begin or end (as applicable).

“Warrant” means that certain Warrant, of even date herewith, executed by the Parties and pursuant to which AAI granted to STLA 15 million warrants to purchase shares of AAI common stock at an exercise price of $0.01 per share.

“Work Results” means any result of STLA Work or AAI Work that is created in the course of the execution of the Collaboration during the Term under this Agreement.

In this Agreement, except to the extent that the context otherwise requires: (a) when a reference is made in this Agreement to a section or exhibit, such reference is to a section of, or an exhibit to, this Agreement unless otherwise indicated; (b) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (f) any Applicable Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Applicable Law as from time to time amended, modified or supplemented, including by succession of comparable successor Applicable Laws; (g) references to a Person are also to its permitted successors and assignees; (h) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and (j) any references to this Agreement, any exhibit hereto, means this Agreement, or such exhibit, as from time to time amended, modified or supplemented in accordance with this Agreement.

Article II
Performance; Exclusivity; Contract Manufacturing

Section 2.01      STLA Undertakings. STLA will perform the STLA Undertakings in accordance with the terms and conditions of this Agreement.

Section 2.02      AAI Undertakings. AAI will perform the AAI Undertakings in accordance with the terms and conditions of this Agreement.

Section 2.03      Timing Requirements. Each Party will use commercially reasonable efforts to meet all Timing Requirements for which it is responsible under this Agreement.

Section 2.04      Exclusivity.

(a)            Automotive OEM Exclusivity.

(i)            During the Exclusive Period, [***].

(ii)            Notwithstanding the foregoing Section 2.04(a)(i), [***].

(b)            Contract Manufacturing Exclusivity. During the Exclusive Period, [***].

Section 2.05      Contract Manufacturing. During the Exclusive Period, [***].

(a)            AAI Phase 1 Plant. Upon STLA’s written request to AAI [***].

(b)            Further Industrialization. If, at any time during the Exclusive Period, [***].

Section 2.06      Non-Solicitation. During the Exclusive Period, AAI will not (and will cause its Affiliates not to), directly or indirectly, encourage any employee of STLA (or its Affiliates) with whom AAI (or its Affiliates) has had contact in connection with the Collaboration to leave his or her employment, except pursuant to a general solicitation which is not directed specifically to any such employees. During the Exclusive Period, STLA will not (and will cause its Affiliates not to), directly or indirectly, encourage any employee of AAI (or its Affiliates) with whom STLA (or its Affiliates) has had contact in connection with the Collaboration to leave his or her employment, except pursuant to a general solicitation which is not directed specifically to any such employees.

Article III
STLA’s Obligations

Section 3.01      STLA Obligations. STLA will:

(a)            cooperate with AAI in all matters relating to the AAI Undertakings;

(b)            comply, and cause the STLA Personnel and Suppliers of STLA to comply, with all Applicable Laws (including obtaining and maintaining all necessary licenses and consents required by Applicable Laws) relating to STLA’s performance of its obligations under this Agreement; and

(c)            respond promptly to any AAI request to provide direction, recommendations or information reasonably necessary for AAI to perform the AAI Undertakings in accordance with the requirements of this Agreement, and ensure that any such information provided is complete and accurate in all material respects.

Section 3.02      STLA Personnel. STLA is responsible for all STLA Personnel and, with respect to STLA’s employees, for the payment of their compensation, including, if applicable, wages, benefits, withholding of income taxes, payment and withholding of social security and other payroll taxes and deductions, unemployment insurance, workers’ compensation insurance payments, disability benefits, and any other benefits or compensation of any kind.

Section 3.03      Third Party Suppliers. STLA will be solely responsible for the selection of, and all communications with, Suppliers with respect to its performance of the STLA Undertakings; provided, however, that to the extent commercially practicable as reasonably determined by STLA, STLA will permit AAI to participate in discussions with such Suppliers.

Article IV
AAI’s Obligations

Section 4.01      AAI Obligations. AAI will:

(a)            cooperate with STLA in all matters relating to the STLA Undertakings;

(b)            comply, and cause the AAI Personnel and Suppliers of AAI to comply, with all Applicable Laws (including obtaining and maintaining all necessary licenses and consents required by Applicable Laws) relating to AAI’s performance of its obligations under this Agreement; and

(c)            respond promptly to any STLA request to provide direction, recommendations or information reasonably necessary for STLA to perform the STLA Undertakings in accordance with the requirements of this Agreement, and ensure that any information provided is complete and accurate in all material respects.

Section 4.02      AAI Personnel. AAI is responsible for all AAI Personnel and, with respect to AAI’s employees, for the payment of their compensation, including, if applicable, wages, benefits, withholding of income taxes, payment and withholding of social security and other payroll taxes and deductions, unemployment insurance, workers’ compensation insurance payments, disability benefits, and any other benefits or compensation of any kind.

Section 4.03      Third Party Suppliers. AAI will be solely responsible for the selection of, and all communications with, Suppliers with respect to its performance of the AAI Undertakings; provided, however, that to the extent commercially practicable as reasonably determined by AAI, AAI will permit STLA to participate in discussions with such Suppliers.

Article V

Changes

Section 5.01      Other Party’s Failure or Delay, Violation of Law. In the event a Party fails to fulfill or perform, or is delayed in fulfilling or performing, any term of or obligation under this Agreement (including any failure to meet any Timing Requirement) as a result of the other Party’s failure to fulfill or perform, or delay in fulfilling or performing, any term of or obligation under this Agreement, the first Party will not be deemed to have defaulted under or breached this Agreement and will not be liable or responsible to the other Party for any costs, charges, or losses sustained or incurred by such other Party, in each case, to the extent resulting from such failure or delay of such other Party. In addition, a Party will not be required to perform any obligation under this Agreement if doing so could violate any Applicable Law, as determined by such Party in its reasonable discretion, and such Party will not be deemed to have defaulted under or breached this Agreement and will not be liable or responsible to the other Party for any costs, charges or losses sustained or incurred by such other Party, in each case, to the extent resulting from any such non-performance. For the avoidance of doubt, in the event either Party fails to meet any Timing Requirement notwithstanding using its commercially reasonable efforts to do so, such Party will not be deemed to have defaulted under or breached this Agreement and will not be liable or responsible to the other Party for any costs, charges or losses sustained or incurred by the other Party, in each case, to the extent resulting from such failure to meet such Timing Requirement. In any such event, as well as in the event of any Force Majeure Event, the Parties will work together in good faith to discuss and agree upon a recovery plan or other changes to this Agreement.

Section 5.02      Updating Exhibit A. The Parties authorize the Steering Team to update Exhibit A in accordance with the provisions of this Section 5.02 (Updating Exhibit A). If at any time the Steering Team agrees in writing to update the STLA Assistance Scope or the Initial STLA Resources as described on Exhibit A, or the Steering Team agrees in writing to a Resource Request or a Replacement Request, the Parties agree that Exhibit A will be updated in accordance with such agreement of the Steering Team without any further action of the Parties. The Steering Team or its appointed representative will be responsible for updating Exhibit A (including recording thereon the agreed-upon updates and the dates thereof) and maintaining a change record of all such updates which is signed by one member of the Steering Team from each of STLA and AAI.

Article VI

Co-Location of Personnel

Section 6.01      Co-Location Facilities. Unless otherwise agreed to by the Parties, during the Term: (a) STLA will make available to AAI (and its Affiliates) secure office space (including telecommunications and internet access) at an STLA (or an STLA Affiliate) facility(ies) in [***] (collectively, the “STLA Co-Location Facility”), and will provide a mutually agreed upon number of AAI Personnel with unescorted, badged access to such STLA Co-Location Facility subject to STLA’s (or STLA’s Affiliate’s) existing reasonable security regulations; and (b) AAI will make available to STLA (and its Affiliates) secure office space (including telecommunications and internet access) at an AAI (or an AAI Affiliate) facility(ies) in the United States (collectively, the “AAI Co-Location Facility” and together with the “STLA Co-Location Facility”, the “Co-Location Facilities”), and will provide a mutually agreed upon number of STLA Personnel with unescorted, badged access to such AAI Co-Location Facility subject to AAI’s (or AAI’s Affiliate’s) existing reasonable security regulations.

Section 6.02      Lease Costs and Expenses. Each Party will be responsible for all lease costs and other expenses related to its own Co-Location Facility. Each Party will make its respective Co-Location Facility available to the other Party and its applicable Personnel at no cost.

Section 6.03      Control of Employees. Each Party will have sole and exclusive control over its own Personnel using or occupying the Co-Location Facility of the other Party in connection with the STLA Undertakings or AAI Undertakings, as applicable. Employees of a Party will at all times be considered employees of the Party employing such individuals. Each employee will be subject to employment, discharge, discipline, and control solely by his or her employing Party and will continue to be bound by all applicable policies and procedures of the Party employing such individuals. Further, each Party will cause its Personnel using or occupying the Co-Location Facility of the other Party to comply with the facility and safety procedures of the other Party for that Co-Location Facility.

Article VII
Governance

The Parties hereby establish a project organization comprised of a steering team (the “Steering Team”) to provide appropriate governance and management of the activities under this Agreement in accordance with Exhibit C.

Article VIII
Term

The term of this Agreement (the “Term”) will commence as of the Effective Date and will continue thereafter until January 3, 2026 unless earlier terminated pursuant to Article XV (Termination; Effect of Termination).

Article IX
Costs and Expenses

STLA will be responsible for funding, and will not seek any reimbursement from AAI for, all costs and expenses accrued or incurred by STLA in connection with STLA’s performance of the STLA Undertakings. AAI will be responsible for funding, and will not seek any reimbursement from STLA for, all costs and expenses accrued or incurred by AAI in connection with AAI’s performance of the AAI Undertakings or for any other costs and expenses otherwise required to implement AAI’s Phase 1 Plan.

Article X

Public Communications

Section 10.01      Public Communications. Except as pursuant to a written communication plan regarding the Collaboration mutually agreed upon by the Parties, neither Party will issue any public or general marketing communications concerning the Collaboration or this Agreement without the other Party’s prior written approval; provided, however, that either Party may disclose the Collaboration, this Agreement, the Forward Equity Purchase Agreement, the Registration Rights Agreement, or the Warrant if such Party determines in good faith that such disclosure is required by Applicable Law or by any stock exchange or Authority.

Section 10.02      Termination of Collaboration. In the event that this Agreement is terminated by either Party (prior to its expiration in accordance with its terms), the Parties will work together in good faith to mutually agree on public communications and messaging regarding such early termination.

Article XI
Intellectual Property

Section 11.01      Ownership.

(a)            Background IP. Each Party retains ownership of its own Background IP.

(b)            Sole Foreground IP. Each Party will remain the owner of any solely created Work Results and any Foreground IP therein (collectively, “Sole Foreground IP”).

(c)            Joint Foreground IP. The Parties will jointly own any jointly created Work Results and any Foreground IP therein (collectively, “Joint Foreground IP”). Each jointly owning Party has full rights of use in, and full rights to license to Third Parties and Affiliates (with the further right to sublicense), such Joint Foreground IP, without any duty to seek the other jointly owning Party’s consent or any duty of accounting (including financial compensation) between the jointly owning Parties in connection therewith.

Section 11.02      Rights of Use.

(a)            Sole Foreground IP. Each Party (“Licensor”) hereby grants to the other Party (and agrees to grant to the other Party and its present and future Affiliates) (each a “Licensee”) a non-exclusive, world-wide, fully paid-up, irrevocable, and perpetual license under any of Licensor’s solely created Sole Foreground IP to use such Sole Foreground IP to make, have made, sell, offer for sale, use, and import any Work Results in connection with the present or future business of Licensee or its Affiliates, and, in connection therewith, to distribute, copy, or make derivative works of any copyrighted work, as reasonably required for the full enjoyment of the rights granted in this Agreement.

(b)            Background IP. Licensor hereby grants to Licensee (and agrees to grant to Licensee and its present and future Affiliates) a non-exclusive license under any of Licensor’s Background IP to use such Background IP to the extent necessary to make, have made, sell, offer for sale, use, and import any Work Results in connection with the present or future business of Licensee or its Affiliates, and, in connection therewith, to distribute, copy, or make derivative works of any copyrighted work, as reasonably required for the full enjoyment of the rights granted in this Agreement.

Section 11.03      General Restrictions.

(a)            All rights not expressly granted to STLA herein are reserved by AAI. All rights not expressly granted to AAI herein are reserved by STLA. No licenses are to be implied from any term of this Agreement and neither Party will have any license to any Confidential Information or Intellectual Property of the other Party except to the extent set forth in this Agreement.

(b)            Nothing in this Agreement will be construed as a grant of any license, right, or interest in any trademark, trade name, or service mark of either Party.

Article XII
Confidential Information

Section 12.01      Definitions.

(a)            Definition of Confidential Information. “Confidential Information” means all: (i) confidential, non-public, trade secret, proprietary, commercially or personally sensitive, technical, business or financial information or know-how; and (ii) information related to the relationship of the Parties or the Collaboration (including the existence, terms, and conditions of this Agreement), which, during the period beginning on the first date following the last day of the term of the Manufacturing Consulting Agreement and continuing through the Term (the “Confidentiality Period”), a Party or its Affiliates (“Receiving Party”) receives from or is given access to by the other Party or its Affiliates (“Disclosing Party”) in connection with the Collaboration (in any form, including oral, written, graphic, machine recognizable or sample form). To the extent the Receiving Party receives it or is given access to it by the Disclosing Party: (i) AAI Confidential Information includes inventions, ideas, discoveries, developments, data, know-how, samples, prototype parts and all technical, marketing, performance and cost information pertaining to the Collaboration that is included in AAI Background IP and AAI Sole Foreground IP; (ii) STLA Confidential Information includes inventions, ideas, discoveries, developments, data, know-how, samples, prototype parts and all technical, marketing, performance and cost information pertaining to the Collaboration that is included in STLA Background IP and STLA Sole Foreground IP; and (iii) to the extent that ownership of the Intellectual Property rights in any Work Results are deemed owned by a given Party in accordance with Section 11, such Work Results will also be deemed Confidential Information of the Party that owns those Intellectual Property rights.

(b)            Definition of Residuals. “Residuals” means Confidential Information that is retained in the unaided memories of a Receiving Party’s Personnel as permitted herein who have had access to the Disclosing Party’s Confidential Information. Memory is unaided if the Personnel has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it.

Section 12.02      Handling of Confidential Information.

(a)            Except as otherwise provided in Article XI (Intellectual Property), during the Confidentality Period and for a period of [***] years thereafter, a Receiving Party will maintain in confidence all Confidential Information of the Disclosing Party provided by the Disclosing Party to the Receiving Party under this Agreement and not use it except for the Collaboration. The Receiving Party will not disclose any such Confidential Information to any other Person other than to its employees, financial, technical and legal advisors, Suppliers and contractors who have a need to know for the Collaboration, who have been informed of the confidential nature of the Confidential Information, and who are bound by written confidentiality provisions with respect to the Confidential Information at least comparable to the confidentiality obligations imposed upon the Receiving Party by this Agreement. A Receiving Party may also disclose Confidential Information of the Disclosing Party on a need to know basis to any of its Affiliates provided that they are subject to confidentiality obligations at least comparable to those imposed upon the Receiving Party by this Agreement. The standard of care imposed upon the Receiving Party for protecting such Confidential Information of the Disclosing Party shall be that degree of care that the Receiving Party uses to protect its own confidential information of like importance, but not less than reasonable care.

(b)            A Receiving Party will have the right to disclose any Confidential Information of the Disclosing Party if such is required to be disclosed to an Authority by law, pursuant to any Order, in any judicial or administrative proceeding, or by any stock exchange. Prior to disclosing any Confidential Information under this Article XII (Confidential Information), the Receiving Party will notify the Disclosing Party sufficiently in advance of the disclosure to give the Disclosing Party adequate time to contest the request and in any event, make commercially reasonable efforts to have the Confidential Information received in confidence or, in the case of a judicial or administrative proceeding or by any stock exchange, disclosed pursuant to an appropriate protective order, and reasonably cooperate with the Disclosing Party to limit the disclosure in a manner which attempts to maintain the confidentiality of such Confidential Information, to the extent permitted by law.

(c)            Subject to Section 15.06 and upon written request from the Disclosing Party, a Receiving Party will promptly return or destroy all Confidential Information of the Disclosing Party in its possession, custody or control, including all copies, summaries or extracts, and provide written acknowledgement that all such Confidential Information has been returned or destroyed.

Section 12.03      Exceptions. Confidential Information of the Disclosing Party will not include any information of a Disclosing Party that the Receiving Party can show: (i) was rightfully in the possession of the Receiving Party at the time of its disclosure to the Receiving Party; (ii) becomes publicly known through no wrongful act on the part of the Receiving Party; (iii) is independently developed by the Receiving Party without any reliance on the Confidential Information; or (iv) is rightfully received from a third party who is not under an obligation to the Disclosing Party to treat the information confidentially.

Section 12.04      Ownership of Confidential Information. All Confidential Information of a Disclosing Party (and all Intellectual Property therein) disclosed to a Receiving Party under this Agreement will remain the property of the Disclosing Party.

Section 12.05      Independent Development. Subject to Sections 2.04 (Exclusivity) and 2.05 (Contract Manufacturing), the Parties agree that nothing in this Agreement will prohibit a Party from developing, or having developed for it, products, concepts, systems or techniques that compete with the products, concepts, systems or techniques contemplated by or embodied in Confidential Information disclosed to it by the other Party under this Agreement, provided that the Receiving Party does not do so in breach of this Agreement.

Section 12.06      Residuals. A Receiving Party may use Residuals for any purpose, including use in the acquisition, development, manufacture, promotion, sale, or maintenance of products and services; provided that, except as otherwise explicitly stated, this right to Residuals does not represent a license under any Intellectual Property rights of the Disclosing Party.

Article XIII
Indemnification

Section 13.01      AAI Indemnification. AAI will indemnify, hold harmless and defend the STLA Indemnified Parties from and against any and all Liabilities arising out of, relating to or in connection with:

(a)            any Third Party Claim or any Claim by any STLA Personnel arising out of, relating to or in connection with any actual or alleged actions or omissions of any AAI Personnel or Suppliers of AAI or its Affiliates in the performance of the Collaboration or this Agreement which causes property damage, personal injury, or death, but only to the extent that such Liabilities arise out of, relate to or are in connection with such actions or omissions; or

(b)            any Third Party Claim arising out of, relating to or in connection with any actual or alleged:

(i)            gross negligence, willful misconduct, or fraud of AAI in performance of AAI's obligations under this Agreement, but only to the extent that such Liabilities arise out of, relate to or are in connection with such gross negligence, willful misconduct, or fraud; or

(ii)            breach by AAI of Section 4.01(b) (AAI Obligations), but only to the extent that such Liabilities arise out of, relate to or are in connection with such breach.

Section 13.02      STLA Indemnification. STLA will indemnify, hold harmless and defend the AAI Indemnified Parties from and against any and all Liabilities arising out of, relating to or in connection with:

(a)            any Third Party Claim or any Claim by any AAI Personnel arising out of, relating to or in connection with any actual or alleged actions or omissions of any STLA Personnel or Suppliers of STLA or its Affiliates in the performance of the Collaboration or this Agreement which causes property damage, personal injury or death, but only to the extent that such Liabilities arise out of, relate to or are in connection with such actions or omissions; or

(b)            any Third Party Claim arising out of, relating to or in connection with any actual or alleged:

(i)            gross negligence, willful misconduct, or fraud of STLA in performance of STLA's obligations under this Agreement, but only to the extent that such Liabilities arise out of, relate to or are in connection with such gross negligence, willful misconduct, or fraud; or

(ii)            breach by STLA of Section 3.01(b) (STLA Obligations) but only to the extent that such Liabilities arise out of, relate to or are in connection with such breach.

Section 13.03      Indemnification Procedures.

(a)            Notice of Claims. The indemnified Party must, as promptly as practicable after discovery of an indemnifiable Claim under Section 13.01 (AAI Indemnification) or Section 13.02 (STLA Indemnification) above (each an “Indemnifiable Claim”), notify the indemnifying Party of the Indemnifiable Claim made or brought against the indemnified Party. If failure to provide notice of an Indemnifiable Claim actually prejudices the defense of such Indemnifiable Claim, the indemnifying Party’s obligations under Section 13.01 (AAI Indemnification) or Section 13.02 (STLA Indemnification), as applicable, will be reduced in proportion to such prejudice.

(b)            Control of Defense. Except as provided in Section 13.03(c) (Joint Defense), the indemnifying Party will be entitled to assume and control the defense and settlement of such Indemnifiable Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the indemnified Party within [***] days of the receipt of such notice from the indemnified Party; provided, however, that the indemnified Party may appoint its own participating non-controlling counsel, at its own expense. The indemnified Party will cooperate with the indemnifying Party in such defense and make available to the indemnifying Party all witnesses, pertinent records, materials and information in the indemnified Party’s possession or under the indemnified Party’s control relating to the Indemnifiable Claim as is reasonably required by the indemnifying Party. Similarly, in the event the indemnified Party is defending against any such Indemnifiable Claim, the indemnifying Party will cooperate with the indemnified Party in such defense and make available to the indemnified Party all witnesses, pertinent records, materials and information in the indemnifying Party’s possession or under the indemnifying Party’s control relating to the Indemnifiable Claim as is reasonably required by the indemnified Party. No Indemnifiable Claim may be settled prior to a final judgment thereon and no appeal may be foregone by any Party conducting the defense against such Indemnifiable Claim pursuant to this Section without the prior written consent of the indemnified Party (which consent will not be unreasonably withheld or delayed), unless the STLA Indemnified Parties or the AAI Indemnified Parties, as applicable, are released in full in connection with such settlement.

(c)            Joint Defense. If, based on the allegations made in the Indemnifiable Claim, both STLA and AAI are an indemnifying Party or it is not clear which Party is the indemnifying Party, then defense of the Indemnifiable Claim will be joint with each Party bearing its own defense costs and expenses. No Party may admit liability without the written consent of the other Party. The Parties will communicate and cooperate with each other in investigating the facts and jointly defending the allegations associated with the Indemnifiable Claim, and will identify contact persons or a litigation team to facilitate the coordination and exchange of information reasonably necessary to jointly defend the Indemnifiable Claim.

Section 13.04      Further Indemnification Provisions. [***].

Article XIV
Limitations of Liability

Section 14.01      LIMITATIONS. EXCEPT AS OTHERWISE PROVIDED IN SECTION 14.02 (EXCLUSIONS), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR OTHER DAMAGES OR LOSSES WHATSOEVER ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, THE STLA UNDERTAKINGS, ANY STLA WORK, THE AAI UNDERTAKINGS, ANY AAI WORK, ANY WORK RESULTS, MEETING ANY TIMING REQUIREMENTS, OR THE PROSPECTS, RESULTS, OR SUCCESS THEREOF, REGARDLESS OF (A) WHETHER SUCH DAMAGES OR LOSSES WERE FORESEEABLE, (B) WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTORY OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. EXCEPT AS OTHERWISE PROVIDED IN SECTION 14.02 (EXCLUSIONS), IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY TO OTHER PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF [***] ($[***]), REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 14.01 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

Section 14.02      Exclusions. The exclusions and limitations in Section 14.01 (Limitations) will not apply to: (a) a Party’s indemnification obligations under Article XIII (Indemnification), (b) breach of its obligations under Article XII (Confidential Information), or (c) matters for which liability cannot be excluded or limited under Applicable Law.

Article XV
Termination; Effect of Termination

Section 15.01      Termination for Breach or Insolvency. Either Party may terminate this Agreement effective immediately upon notice of termination to the other Party if the other Party:

(a)            materially breaches this Agreement and the other Party does not cure such breach within [***] days after receipt of notice of such breach; provided, however, if the breach is not reasonably capable of being cured within such [***] day period, the non-breaching Party may not terminate this Agreement if the breaching Party has commenced to cure such breach within such [***] day period and thereafter diligently pursues the same, provided that such breach is cured no later than [***] days after notice thereof is delivered; or

(b)            (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Applicable Law, which is not fully stayed within [***] Business Days or is not dismissed or vacated within [***] days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Section 15.02      Termination for Automotive OEM Change of Control or Liquidation Event.

(a)            STLA may terminate this Agreement upon notice of termination to AAI in the event any Automotive OEM (or any successor thereof), individually or in combination with one or more Automotive OEMs, directly or indirectly, in a transaction or series of related transactions, acquires (i) at least 30% of the economic interest in or voting power of AAI, (ii) all or substantially all of the assets of AAI, or (iii) all or substantially all of the assets of AAI to which this Agreement relates (any such acquisition, an “Automotive OEM Change of Control”), provided that STLA must provide written notice of its election to terminate within [***] days after receiving written notice of the Automotive OEM Change of Control and at least [***] days prior to the stated date of termination. In the event of a Automotive OEM Change of Control of AAI, AAI shall as promptly as practicable following such Automotive OEM Change of Control send written notice thereof to STLA.

(b)            In the event that STLA receives written notice of a proposed Liquidation Event pursuant to Section 4 of the Warrant, either STLA or AAI may terminate this Agreement by providing written notice of termination to the other Party, provided that such written notice must be provided to the other Party prior to the closing or occurrence, as applicable, of the proposed Liquidation Event.

Section 15.03      Effect of Termination. Unless otherwise agreed in writing by the Parties, upon termination in accordance with this Article XV (Termination; Effect of Termination), each Party will stop all activities hereunder as promptly as commercially practicable.

Section 15.04      No Release. The termination of this Agreement will not release any Party from any outstanding obligations hereunder accruing prior to such termination or that may arise after termination from rights and obligations intended to survive termination in accordance with Section 15.05 (Survival) below.

Section 15.05      Survival. The rights and obligations of the Parties set forth in Article I, Section 2.04 and Section 2.05 and Section 2.06 and Exhibit B if the Exclusive Period is longer than the Term, Section 3.01(b), Section 3.02, Section 4.01(b), Section 4.02, Section 5.01, Section 6.02, Section 6.03, Article IX, Article XI, Article XII, Article XIII, Article XIV, Section 15.03, Section 15.04, Section 15.05, Section 15.06, Article XVI until expiration of the applicable statutes of limitations with respect to Claims covered by Article XIII), Article XVIII, and any other right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Section 15.06      Return or Destruction of Confidential Information. Upon any expiration or termination of this Agreement, following a written request from Disclosing Party, Receiving Party, at its own cost, will promptly return to Disclosing Party any and all documents and materials constituting Confidential Information received from Disclosing Party, or at Disclosing Party’s option, will erase or destroy such documents and materials and acknowledge in a writing signed by an executive officer that all such Confidential Information has been returned or destroyed, except to the extent that, and only for so long as, any such Confidential Information is reasonably necessary for Receiving Party to fulfill its surviving obligations or exercise its surviving rights under this Agreement. Notwithstanding the foregoing, Receiving Party may retain (a) any electronic copies of Confidential Information as may be stored on its electronic records storage system as a result of automated backup systems or as may be otherwise required by Applicable Law or other regulatory requirements; and (b) a single confidential copy of all Confidential Information which may be retained by Receiving Party’s internal legal counsel for the sole purpose of prosecuting or defending any matters which may arise from or relate to this Agreement.

Article XVI
Insurance

Section 16.01      Insurance Coverage. At their own expense, STLA and AAI will maintain the following insurance coverages, with insurance carriers rated A- or better by A.M. Best Company unless coverage is self-insured:

(a)            Commercial General Liability insurance (including contractual liability coverage) on an occurrence basis for bodily injury, death, “broad form” property damage, and personal and advertising injury, with coverage limits of not less than US$[***] per occurrence and US$[***] in aggregate; and

(b)            Workers’ Compensation insurance as required by Applicable Law, including employer’s liability coverage for injury, disease and death, with coverage limits of not less than US$[***] per accident and employee.

[***].

Section 16.02      Additional Insured; Primary Coverage; Waiver of Subrogation; Cancellation Notice. The liability policies listed above, except for Workers’ Compensation, will name the AAI Indemnified Parties or the STLA Indemnified Parties, as the case may be, as additional insureds. The policies listed above (a) will be primary and will not require contribution from any coverage maintained by the other Party; and (b) will include a severability of interests and waiver of subrogation or recovery clause in favor of the AAI Indemnified Parties or the STLA Indemnified Parties, as the case may be (and each Party waives any such right of subrogation or recovery). A Party will not cancel, modify, or refuse to renew any such policy without providing the other Party at least [***] days prior notice thereof. If a Party receives notice or otherwise becomes aware that any such policy will be canceled, modified or refused for renewal, such Party will provide notice thereof to the other Party promptly after receiving such notice or becoming so aware.

Section 16.03      Coverage Limits; Risk; Suppliers. The fulfillment, or non-fulfillment, of the insurance obligations under this Agreement will not relieve a Party of any liability of such Party under this Agreement or in any way modify that Party’s obligations under this Agreement, including its liability for indemnification under this Agreement. The required types and amounts of insurance will not necessarily be adequate to respond to all exposures to loss. The required limits of insurance will not be deemed as a limitation or maximum liability of a Party under this Agreement, including its liability for indemnification under this Agreement. Each Party will be financially responsible for any deductibles, retentions, self-insurance, co-insurance, premiums, and claims or losses in excess of required insurance limits. STLA and AAI are solely responsible for ensuring that their Suppliers maintain insurance coverage that is usual, reasonable, and customary for the services provided by such Suppliers to ensure that STLA and AAI can each meet its requirements and obligations under this Agreement.

Section 16.04      Certificates of Insurance. Upon STLA’s or AAI’s request, evidence of required insurance coverage will be provided. Failure to request, review or object to the terms of such certificates of insurance will not be deemed a waiver of obligations or rights and in no way limit or diminish either Party’s liability under other provisions of this Agreement.

Section 16.05      Self-Insurance. STLA reserves the right to meet obligations under this Article XVI (Insurance) through a combination of insurance and self-insurance.

Article XVII
Force Majeure

Section 17.01      Force Majeure. No Party will be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of or obligation under this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from a Force Majeure Event. A Party whose performance is affected by a Force Majeure Event will give notice to the other Party, stating the period of time the occurrence is expected to continue and will use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

Section 17.02      Suspension by Non-Affected Party. During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations (except for any obligations to make payments to the other Party hereunder) until such time as the affected Party resumes performance.

Article XVIII

Miscellaneous

Section 18.01      Governing Law. This Agreement and the rights and obligations of the Parties under this Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles thereof relating to the conflicts of laws, and excluding the Convention on the International Sale of Goods.

Section 18.02      Waiver and Amendment. Subject to Section 5.02 (Updating Exhibit A), no modification, amendment or supplement to, or waiver of any provision of, this Agreement will be effective unless in writing and signed by an authorized representative of each Party. No waiver by either Party of any of the provisions of this Agreement or any breach thereof will be effective unless in writing and signed by an authorized representative of the Party so waiving. No failure or delay by either Party in exercising any right, power or remedy under this Agreement, except as specifically provided herein, will operate as a waiver of any such right, power or remedy, nor will any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Section 18.03      Assignment. Neither Party may assign any of its rights, or delegate any of its obligations, under this Agreement, without the prior written consent of the other Party; provided that (without limiting STLA’s termination rights under Section 15.02 (Termination for Automotive OEM Change of Control or Liquidation Event) either Party may assign this Agreement without the consent of the other Party to its successor in the event of a merger or acquisition of such Party or the sale of all or substantially all of its assets or voting securities. Notwithstanding the foregoing, (i) STLA may assign its rights under this Agreement, in whole or in part, without AAI’s prior written consent to an Affiliate of STLA, and (ii) STLA may assign, in whole or in part, any rights to payment under this Agreement without any prior notice to or consent of AAI. Any purported or attempted assignment or delegation in violation of this Section 18.03 will be null and void ab initio. This Agreement will benefit and bind the Parties’ respective successors and permitted assigns.

Section 18.04      DISCLAIMER. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS AGREEMENT, THE STLA UNDERTAKINGS, ANY STLA WORK, THE AAI UNDERTAKINGS, ANY AAI WORK, ANY WORK RESULTS, MEETING ANY TIMING REQUIREMENTS, OR THE PROSPECTS, RESULTS, OR SUCCESS THEREOF. EACH PARTY AFFIRMS THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY’S BEHALF, WITH RESPECT TO THIS AGREEMENT, THE STLA UNDERTAKINGS, ANY STLA WORK, THE AAI UNDERTAKINGS, ANY AAI WORK, ANY WORK RESULTS, MEETING ANY TIMING REQUIREMENTS, OR THE PROSPECTS, RESULTS, OR SUCCESS THEREOF.

Section 18.05      Notices. Any notice, notification, request, demand or determination for termination, damages or claims provided by a Party will be in writing and will be delivered in hard copy using one of the following methods and will be deemed delivered upon receipt: (i) by hand, (ii) by a reputable express courier with a reliable system for tracking delivery, (iii) by registered or certified mail, return receipt requested, postage prepaid, or (iv) by electronic mail transmission. Unless otherwise notified, the foregoing will be delivered as follows:

(a)            If to STLA:

Stellantis N.V.

Taurusavenue 1

2132 LS Hoofddorp

The Netherlands

Attention: General Counsel

Email: _______

with a copy to:

FCA US LLC

1000 Chrysler Drive

Auburn Hills, MI 48326

Attention: General Counsel

Email: _______

(b)            If to AAI:

Archer Aviation Inc.

Attention: Legal

Email: _______

Normal operating business communications will be sent by facsimile, e-mail or first class mail, which need not be confirmed by registered mail, and will be addressed to individual contacts at the respective Party as agreed in advance by the Parties from time to time.

Section 18.06      Independent Contractors. The Parties are independent contractors. Neither Party will be deemed to be a joint venturer, agent, partner, or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.

Section 18.07      Performance Through Affiliates and Contractors. Each Party acknowledges and agrees that the other Party may retain its Affiliates or Suppliers, and such Affiliates or Suppliers may retain subcontractors, to perform some or all of the obligations of such other Party under this Agreement. Should a Party retain an Affiliate or Supplier to perform obligations set forth in this Agreement, such Party will cause the Affiliate or Supplier to perform such obligations in conformity with this Agreement. The Party retaining an Affiliate or Supplier will be and remain fully responsible to the other Party for the acts and omissions of such Affiliate or Supplier, such Affiliate’s or Supplier’s subcontractors, and of individuals directly or indirectly employed by them, as it is for such Party’s employees.

Section 18.08      Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or portion thereof) to any Person, entity or circumstance is held to be invalid, illegal or otherwise unenforceable in any respect by a final judgment or an order of a court of competent jurisdiction, such provision (or portion thereof) will be deemed to be void and unenforceable, and in lieu of such provision (or portion thereof) there will be added automatically as a part of this Agreement a new provision as similar in terms to such invalid, illegal or otherwise unenforceable provision (or portion thereof) as may be possible. Notwithstanding the preceding sentence, the remaining provisions of this Agreement, if capable of substantial performance, will remain in full force and effect.

Section 18.09      Complete Understanding. This Agreement constitutes the final, complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, whether oral or written.

Section 18.10      Further Assurances. Each of the Parties will, and will cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

Section 18.11      Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 18.12      Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any such right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, in any other agreement between the Parties or otherwise.

Section 18.13      Counterparts. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized representatives effective as of the Effective Date.

SIGNATURE PAGE TO MANUFACTURING COLLABORATION AGREEMENT

Exhibit A

Description of Collaboration

(a)            AAI has developed, and has started to implement, a production plan pursuant to which AAI will design, develop, engineer, test, launch, and operate AAI Aircraft manufacturing operations at the AAI Phase 1 Plant with a view to completing the first full calendar year of production operations at such plant in [***] and, during such first full calendar year, achieving production levels of approximately [***] AAI Aircraft at such plant (the “Phase 1 Plan”), including achieving the following major milestones identified in Table 1 below relating to such plant:

[***]

(b)            In connection with the Phase 1 Plan, AAI has indicated its interest to obtain from STLA certain assistance in the areas set forth on Attachment 1 to this Exhibit A (collectively, the “STLA Assistance Scope”), and STLA desires to provide to AAI such assistance in the STLA Assistance Scope, as further described in this Exhibit A.

(c)            The Parties also acknowledge and agree that the STLA Assistance Scope may be modified over time as the Parties begin to work together and better understand each Party’s strengths and capabilities, and as AAI’s priorities change from time to time, in any such case as it relates to the Phase 1 Plan. As such, the Steering Team will meet at the beginning of each [***] month period during the Term to review the then-current STLA Assistance Scope to review whether (and, if applicable, to confirm to what extent) the STLA Assistance Scope should be so modified. For the avoidance of doubt, any such modification shall be made pursuant to Section 5.02 of the Agreement.

2.            STLA Undertakings: The STLA Undertakings will comprise the following STLA obligations:

(a)            Initial STLA Resources to Support the Phase I Plan. As soon as reasonably practicable following the Effective Date, STLA will make available to AAI, at no cost to AAI, up to [***] qualified full-time equivalent (FTE)¹ STLA Personnel resources, with the titles and responsibilities envisioned as of the Effective Date (but subject to change as described in Section 1(c) above) as set forth in Attachment 2 to this Exhibit A, to provide assistance in the STLA Assistance Scope in support of the Phase 1 Plan.

(b)            Additional STLA Resources to Support the Phase I Plan.

¹ For purposes of this Agreement, a full-time equivalent resource equals [***] hours worked per calendar week, or [***] hours worked per calendar year.

(c)            Replacement Requests. With respect to any STLA Personnel made available to AAI pursuant to Section 2(a) or 2(b) above, in the event AAI determines, acting reasonably and in good faith, that any such STLA Personnel is not sufficiently qualified to provide the applicable assistance and should be replaced by STLA with another STLA Personnel with sufficient qualifications, then AAI may issue a written request to the Steering Team to review such determination (each a “Replacement Request”). Each such Replacement Request must include a reasonably detailed description of the reasons for AAI’s determination that such STLA Personnel is not sufficiently qualified to provide the applicable assistance. Within [***] Business Days of the Steering Team’s receipt of any Replacement Request, the Steering Team will, acting reasonably and in good faith, review the Replacement Request. In the event the Steering Team approves the Replacement Request, STLA will replace such STLA Personnel with another STLA Personnel that is sufficiently qualified to provide the applicable assistance as soon as reasonably practicable following such determination by the Steering Team. For the avoidance of doubt, any such replacement STLA Personnel will remain subject to this Section 2(c).

(d)            Escalation. In the event the Steering Team is unable to make a determination as to any Resource Request or a Replacement Request within [***] days following the Steering Team’s receipt of such Resource Request or Replacement Request, as applicable, then upon a Party’s written request, the Steering Team shall notify the [***] and the [***] in writing of such failure to make such determination. The [***] and [***] shall thereafter hold a meeting to attempt in good faith to make a determination as to such Resource Request or Replacement Request, as applicable. Such meeting shall be held as soon as reasonably practicable from the date on which the [***] and [***] have received such written notice from the Steering Team but in any case within [***] Business Days therefrom.

(e)            Maximum FTEs. Notwithstanding anything to the contrary in this Agreement, in no event will STLA be required to provide STLA Personnel pursuant to Sections 2(a), 2(b), or 2(c) above a level that exceeds [***] FTE resources at any given time during the Term.

(f)            [***]. [***].

(g)            Supplier Introductions. During the Term, AAI may request in writing that STLA introduce AAI to certain suppliers or other partners of STLA or its Affiliates as identified by AAI. STLA will be required to promptly evaluate each such request and, acting reasonably and in good faith, determine whether introducing AAI to the identified supplier(s) or partner(s) would be legally permissible, consistent with STLA’s and its applicable Affiliates’ existing confidentiality obligations, and reasonably likely to benefit AAI. If STLA determines that introducing AAI to the identified supplier(s) or partner(s) would not meet those requirements, STLA will inform AAI of such determination as soon as reasonably practicable. If STLA determines that introducing AAI to the identified supplier(s) or partner(s) will meet those requirements, STLA will be required to use commercially reasonable efforts to schedule and participate in an introductory meeting between AAI and the identified supplier(s) or partner(s) and, in STLA’s sole discretion, additional follow-up meetings as deemed necessary or helpful by STLA.

3.            AAI Undertakings: The AAI Undertakings will comprise the following AAI obligations:

(b)            Access to AAI Technology.

Attachment 1 to Exhibit A

STLA Assistance Scope

[***]

The Parties acknowledge and agree that, as of the Effective Date, the STLA Assistance Scope has not been fully defined by the Parties. As such, the Parties intend to work together in good faith, through the Steering Team pursuant to Section 5.02 of the Agreement, to further define the STLA Assistance Scope applicable to the 2023 calendar year as soon as reasonably practicable following the Effective Date, but in no event later than [***] days following the Effective Date.

Attachment 2 to Exhibit A

Initial STLA Resources

[***]

The Parties acknowledge and agree that, as of the Effective Date, the Initial STLA Resources have not been fully defined by the Parties. As such, the Parties intend to work together in good faith to align on such resources as soon as reasonably practicable following the Effective Date, but in no event later than [***] days following the Effective Date.

Exhibit B

Form of Contract Manufacturing Agreement

[***].

Exhibit C

Steering Team

[***]

Schedule 1

Steering Team Members

[***]

Exhibit 10.2

EXECUTION VERSION

[***] = Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

FORWARD PURCHASE AGREEMENT

This Forward Purchase Agreement (this “Agreement”) is entered into as of January 3, 2023, by and between Archer Aviation Inc., a Delaware corporation (the “Company”), and Stellantis N.V., a company organized and existing under the laws of the Netherlands (the “Purchaser”).

RECITALS

WHEREAS, contemporaneously with the execution of this Agreement, the Company and Purchaser are entering into a Manufacturing Collaboration Agreement (the “Collaboration Agreement”), a Warrant to Purchase Shares of Archer Aviation Inc. (the “Warrant”, and shares of the Company’s Class A Common Stock, par value $0.0001 (the “Class A Shares”) to be acquired pursuant to the Warrant, the “Warrant Shares”), and the Registration Rights Agreement.

WHEREAS, the parties hereto wish to enter into this Agreement, pursuant to which the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, in a private placement, the number of Class A Shares determined pursuant to Section 1(a)(i) hereof, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, representations, warranties and mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.            Sale and Purchase.

(a)            Forward Purchase Shares.

(i)            With respect to (x) the first milestone set forth in Table 1 below (“Milestone 1”), at any time following the Effective Date, and (y) each of the second and third milestones set forth in Table 1 below (“Milestone 2” and “Milestone 3”, respectively, and collectively with Milestone 1, the “Milestones”), at any time following the delivery of a Milestone Achievement Notice with respect to such Milestone (provided that such Milestone Achievement Notice is ultimately confirmed pursuant to Section 1(a)(ii) below), but in any such case prior to termination of this Agreement, the Company may elect (in the Company’s sole discretion) to issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, subject to the terms and conditions of this Agreement, that number of Class A Shares (such number of shares being the “Forward Purchase Shares” with respect to such Milestone) equal to the quotient of (A) the total value set forth in Table 1 below with respect to such Milestone (such total value being the “Forward Purchase Price” with respect to such Forward Purchase Shares), divided by (B) the per share price equal to 90% of the VWAP (as defined below) for such election.

(ii)            For purposes of Section 1(a)(i) above, Milestone Achievement Notices with respect to Milestone 2 and Milestone 3 may be confirmed only in accordance with this Section 1(a)(ii) as follows:

(1)            With respect to each of Milestone 2 and Milestone 3, the Company shall deliver prompt notice to Purchaser upon the Company’s determination in good faith that such Milestone has been achieved (each a “Milestone Achievement Notice”). Each Milestone Achievement Notice shall indicate the date of the Milestone Achievement Notice (which date shall be the actual date on which the Company submits such Milestone Achievement Notice to the Purchaser) and the applicable Milestone, and shall contain sufficiently detailed documentation and other evidence reasonably sufficient for Purchaser to confirm the achievement of such Milestone.

(2)            Following Purchaser’s receipt of a Milestone Achievement Notice, the Purchaser may either confirm such Milestone Achievement Notice, or may dispute the Company’s determination that the applicable Milestone has been achieved (a “Milestone Dispute”) by delivering to Company written notice of such dispute (a “Milestone Dispute Notice”) on or before the [***] calendar day following the date of such Milestone Achievement Notice. If the Purchaser confirms such Milestone Achievement Notice in writing, or if the Purchaser does not deliver to Company a Milestone Dispute Notice on or before the [***] calendar day following the date of such Milestone Achievement Notice, then such Milestone Achievement Notice shall be deemed confirmed for purposes of this Section 1(a).

(3)            If the Purchaser delivers to Company a Milestone Dispute Notice on or before the [***] calendar day following the date of such Milestone Achievement Notice, then the Company and Purchaser shall engage in good faith discussions regarding the Milestone Dispute with the goal of resolving any dispute as quickly as possible. If such Milestone Dispute is resolved within [***] calendar days of the Milestone Dispute Notice (as mutually agreed in writing by the Company and Purchaser), and such resolution is in favor of (x) the Company, then such Milestone Achievement Notice shall be deemed confirmed for purposes of this Section 1(a), or (y) the Holder, then such Milestone Achievement Notice shall be deemed not confirmed for purposes of this Section 1(a) (and any Election Notice delivered and corresponding to such Milestone Achievement Notice shall be null and void ab initio), and the Company will remain entitled to deliver a future Milestone Achievement Notice (and corresponding Election Notice) as to the applicable Milestone upon a future good faith determination by the Company of such Milestone achievement.

(4)            If such Milestone Dispute is not resolved within [***] calendar days of the Milestone Dispute Notice, and the Company does not otherwise withdraw the applicable Milestone Achievement Notice, then the parties shall submit such Milestone Dispute to a third party arbitrator mutually selected by Purchaser and the Company (the “Arbitrator”) and otherwise governed by the Federal Arbitration Act for determination as to whether the Milestone that is the subject of the Milestone Dispute has been achieved. The parties shall work together in good faith to select such Arbitrator. Such determination by the Arbitrator shall be final and binding on the parties as to the achievement of such Milestone for purposes of this Agreement.

a.            If the Arbitrator determines that such Milestone has been achieved, then such Milestone Achievement Notice shall be deemed confirmed for purposes of this Section 1(a).

b.            If the Arbitrator determines that such Milestone has not been achieved, then such Milestone Achievement Notice shall be deemed not confirmed for purposes of this Section 1(a) (and any Election Notice delivered and corresponding to such Milestone Achievement Notice shall be null and void ab initio), and the Company will remain entitled to deliver a future Milestone Achievement Notice (and corresponding Election Notice) as to the applicable Milestone upon a future good faith determination by the Company of such Milestone achievement.

(iii)            “VWAP” shall mean, with respect to an election by the Company pursuant to Section 1(a)(i), the volume weighted average trading price for the Class A Shares during the [***] consecutive trading day period ending on (and including) the [***] consecutive trading day occurring immediately prior to the date of the Election Notice (as defined below) with respect to such election, as reported by Bloomberg on page ACHR <Equity>VWAP for such period (in all cases as adjusted for share splits, reverse splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). Notwithstanding the foregoing, if the Company desires to elect to issue more than such number of Class A Shares under this Agreement, which would, when combined with the maximum amount of Class A Shares that are issuable pursuant to the Warrant, be in excess of the share issuance limitations of the listing rules of The New York Stock Exchange (“NYSE”) (regardless of whether the Company then has a class of securities listed on NYSE), the Company will use good faith efforts to obtain stockholder approval of such issuances, in accordance with the stockholder approval rules contained in such listing standards, and in the absence of stockholder approval, the Company will not elect to exceed such share limitation. For the avoidance of doubt, if the number of Forward Purchase Shares determined to be issued in respect of any such election is not a full share, the number of shares to be purchased shall be reduced to the nearest full share and the Forward Purchase Price shall be reduced correspondingly.

(iv)            The Company may elect to require the Purchaser to purchase Forward Purchase Shares pursuant to Section 1(a)(i) by delivering written notice of such election to the Purchaser (each an “Election Notice”) in the form set forth as Exhibit A hereto specifying the applicable Milestone, the date of the Election Notice (which date shall be the actual date on which the Company delivers such Election Notice to the Purchaser), the Company’s calculation of the VWAP corresponding to such date, the number of Forward Purchase Shares the Purchaser is required to purchase with respect to such Milestone, the Forward Purchase Price applicable to such Forward Purchase Shares (which in no event shall exceed the applicable total value set forth in Table 1 above in Section 1(a)(i)), and instructions for wiring the Forward Purchase Price. Notwithstanding the foregoing, the Company shall not deliver an Election Notice to Purchaser if the VWAP to be set forth in such Election Notice in accordance with the foregoing would be calculated (pursuant to Section 1(a)(iii) above) based on a [***] consecutive day trading period during which at any time the Company was in possession of material nonpublic information (and, if the Company delivers such an Election Notice to Purchaser, such Election Notice shall be null and void ab initio). For the avoidance of doubt, the Company may only execute and complete one Election Notice per Milestone. The closing of a sale of Forward Purchase Shares pursuant to this Section 1(a) (each a “Forward Closing”) shall be held as promptly as practicable (but in no event prior to the confirmation of the Milestone Achievement Notice pursuant to Section 1(a)(ii) with respect to the applicable Milestone) following the date of the Election Notice applicable to such Forward Purchase Shares (each such date being referred to as a “Forward Closing Date”), subject to each of the Company and Purchaser satisfying its respective obligations pursuant to Section 6(a) of this Agreement, and to the satisfaction of the HSR Condition (as defined below) set forth in Section 7(a)(i). At the Forward Closing on the applicable Forward Closing Date, the Purchaser shall deliver to the Company the Forward Purchase Price for the applicable Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified in writing by the Company, and the Company shall issue the applicable Forward Purchase Shares to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth in this Agreement), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by the Purchaser, as applicable. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

(b)            Legends. Each book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Shares shall be stamped or otherwise imprinted with the legends, in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND AMONG THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SECURITIES). A COPY OF SUCH FORWARD PURCHASE AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(c)            Stellantis Board Nominee.

(i)            2023 Class II Director Election. From and after the date of this Agreement:

(1)            Purchaser shall have the right, but not the obligation, to nominate one designee to the Board of Directors for election as a Class II director (as such term is used in the Company’s Amended and Restated Certificate of Incorporation dated September 16, 2021) at the annual meeting of stockholders of the Company to occur in calendar year 2023; provided, however, that Barbara J. Pilarski shall be deemed Purchaser’s initial designee for purposes of this Section 1(c)(i)(1). The Company shall include in its slate of nominees recommended to the Board of Directors any person designated (or deemed designated) pursuant to this Section 1(c)(i)(1), and shall use its reasonable best efforts to cause the election or appointment of each such designee to the Board of Directors.

(2)            In the event, prior to the annual meeting of stockholders of the Company to occur in calendar year 2026, any Purchaser designee (including Barbara J. Pilarski) vacates his or her seat on the Board of Directors, Purchaser shall have the right, but not the obligation, to nominate one designee to fill such vacancy. The Company shall recommend to the Board of Directors any person designated pursuant to this Section 1(c)(i)(2), and shall use its reasonable best efforts to cause the election or appointment of each such designee to the Board of Directors.

(ii)         2026 Class II Director Election. From and after the date of this Agreement, and so long as Purchaser and the Purchaser Parties own beneficially in the aggregate a number of Class A Shares equal to at least 12.5% of the then outstanding Class A Shares:

(1)            Purchaser shall have the right, but not the obligation, to nominate one designee to the Board of Directors for election as a Class II director (as such term is used in the Company’s Amended and Restated Certificate of Incorporation dated September 16, 2021) at the annual meeting of stockholders of the Company to occur in calendar year 2026; provided, however, that Barbara J. Pilarski shall be deemed Purchaser’s initial designee for purposes of this Section 1(c)(ii)(1). The Company shall include in its slate of nominees recommended to the Board of Directors any person designated (or deemed designated) pursuant to this Section 1(c)(ii)(1), and shall use its reasonable best efforts to cause the election or appointment of each such designee to the Board of Directors.

(2)            In the event, after the annual meeting of stockholders of the Company to occur in calendar year 2026 and prior to the annual meeting of stockholders of the Company to occur in calendar year 2029, any Purchaser designee (including Barbara J. Pilarski) vacates his or her seat on the Board of Directors, Purchaser shall have the right, but not the obligation, to nominate one designee to fill such vacancy. The Company shall recommend to the Board of Directors any person designated pursuant to this Section 1(c)(ii)(2), and shall use its reasonable best efforts to cause the election or appointment of each such designee to the Board of Directors.

(iii)       Compliance with Stock Exchange Requirements. It is the intent of the parties that this Section 1(c) comply with the applicable rules of any stock exchange upon which the Class A Shares (or any other class of capital stock of the Company) are listed, as the same may be amended from time to time. In furtherance of the foregoing, if representatives of the applicable stock exchange upon which the Class A Shares (or any other class of capital stock of the Company) are listed have informed the Company that this Section 1(c) fails at any time to comply with such rules, the parties agree to negotiate in good faith to modify this Section 1(c) so as to comply with such rules while retaining the original intent as closely as possible so that the Purchaser preserves its rights as originally contemplated hereby to the fullest extent possible.

(iv)       Requirements Relating to Nomination Rights. Each Purchaser designee nominated pursuant to this Section 1(c) must be a director, officer, or senior-level employee of Purchaser or the Purchaser Parties. As a condition to any Purchaser designee’s nomination for election as a member of the Board of Directors of the Company at the Company’s annual meetings of stockholders pursuant to this Section 1(c): (x) the Purchaser and each Purchaser designee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to the Purchaser, its affiliates and the applicable Purchaser designee; and (y) the Purchaser designee must submit to a customary background check consistent with what is required by the Company with respect to members of the Board of Directors generally. The Company will make all information requests pursuant to this Section 1(c)(iv) in good faith in a timely manner that allows the Purchaser and each Purchaser designee a reasonable amount of time to provide such information, and will cooperate in good faith with the Purchaser and each Purchaser designee in connection with their efforts to provide the requested information.

2.            Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:

(a)            Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b)            Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or any other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights (as defined below) may be limited by applicable federal or state securities laws.

(c)            Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the expiration or early termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), applicable to the filing of a notification and report form pursuant to the HSR Act (if any), and (ii) required filings pursuant to applicable state securities or blue sky laws, (if any).

(d)            Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Purchaser’s articles of association as they may be amended from time to time, bylaws or other governing documents of the Purchaser (ii) of any instrument, judgment, order, writ or decree to which the Purchaser is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Purchaser is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Purchaser is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

(e)            Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Forward Purchase Shares. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, or any other entity or any government or any department or agency thereof.

(f)            Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Forward Purchase Shares with the Company’s management.

(g)            Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares for resale, except as provided herein (the “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

(h)            High Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Shares involves a high degree of risk, which could cause the Purchaser to lose all or part of its investment.

(i)            Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(j)            No General Solicitation. Neither the Purchaser nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Shares.

(k)            Residence. The Purchaser’s principal place of business is the office or offices located at the address of the Purchaser set forth in Section 9(a) below.

(l)            Adequacy of Financing. At the time of the applicable Forward Closing, the Purchaser will have available to it sufficient funds to satisfy its obligations under this Agreement.

(m)            No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, neither the Purchaser nor any Person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser or this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any Person acting on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).

3.            Representations and Warranties of the Company. The Company represents and warrants to the Purchaser that, except as disclosed in the SEC Reports (as defined below) filed or furnished on or after March 14, 2022, and prior to the date hereof (other than any disclosures contained or referenced therein under the captions “Risk Factors,” “Special Note Regarding Forward-Looking Statements” or “Quantitative and Qualitative Disclosures About Market Risk,” solely to the extent such disclosures are general and predictive, cautionary or forward-looking in nature), which exceptions and disclosures shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date of hereof, except as otherwise expressly indicated as being true and complete as of a particular date:

(a)            Organization and Corporate Power. The Company is a corporation duly incorporated and validly existing and in good standing as a corporation under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b)            Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into this Agreement, and to issue the applicable Forward Purchase Shares at the applicable Forward Closing has been taken or will be taken prior to the applicable Forward Closing. All action on the part of the stockholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the applicable Forward Closing, and the issuance and delivery of the applicable Forward Purchase Shares has been taken or will be taken prior to the applicable Forward Closing. The Company has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or any other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.

(c)            Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(d) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

(d)            Governmental Consents and Filings. Assuming the accuracy of the representations of the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the expiration or early termination of any required waiting period under the HSR Act, and (ii) required filings pursuant to applicable state securities or blue sky laws, (if any).

(e)            Compliance with Other Instruments. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s amended and restated certificate of incorporation, as it may be amended from time to time, amended and restated bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

(f)            No General Solicitation. Neither the Company nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Shares.

(g)            Disclosures. The Company has timely filed or furnished all statements, forms, reports and documents required under the Exchange Act with the SEC for the twelve months prior to the date hereof (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “SEC Reports”). Each of the SEC Reports, as of its respective date of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects with applicable rules and regulations of the SEC and the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading.

(h)            Internal Controls. The Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s assets. The Company maintains, and has maintained, books and records of the Company in the ordinary course of business that are accurate and complete and properly reflect the revenues, expenses, assets and liabilities of the Company in all material respects. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that complies with the requirements of the Exchange Act applicable to the Company and is effective, and the Company is not aware of any material weaknesses in its internal control over financial reporting. The Company maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(i)            Permits. The Company has all approvals, licenses, permits and certificates (the “Material Permits”) that are required for it to own, lease or operate its properties and assets and to conduct its business as currently conducted, except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company. Except as is not and would not reasonably be expected to be material to the Company, (i) each Material Permit is in full force and effect in accordance with its terms and (ii) no written notice of revocation, cancellation or termination of any Material Permit has been received by the Company. The Company is, and since the Company’s incorporation has been, in compliance in all material respects with the terms of all the Material Permits. To the Company’s knowledge, no event, circumstance, or state of facts has occurred which (with or without due notice or lapse of time or both) would reasonably be expected to result in the failure of the Company to be in compliance with the terms of the Material Permits.

(j)            Compliance with Applicable Law. The Company (i) conducts (and since the Company’s incorporation has conducted) its business in compliance in all material respects with all laws and orders applicable to the Company and is not in violation of any such law or order and (ii) has not received any written communications or, to the Company’s knowledge, any other communications from a governmental entity that alleges that the Company is not in compliance with any such law or order, except in each case of clauses (i) and (ii), as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company.

(k)            Environmental Matters. The Company is, and since the Company’s incorporation has been, in compliance in all respects with all Environmental Laws. Except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company: (a) the Company has not received any written communication or notice or, to the Company’s knowledge, other communication from any governmental authority or any other Person regarding any actual, alleged, or potential violation of, or liability under, any Environmental Laws; (b) there is (and since the Company’s incorporation there has been) no proceeding or order pending or threatened in writing against the Company in respect to any Environmental Laws; and (c) there has been no manufacture, release, treatment, storage, disposal, arrangement for disposal, transport or handling of, contamination by, or exposure of any Person to, any Hazardous Substances. “Environmental Laws” means all laws and orders concerning pollution, protection of the environment, or public or worker health or safety. “Hazardous Substances” means any material, substance or waste that is regulated by, or may give rise to a liability pursuant to, any Environmental Law, including any petroleum products or byproducts, asbestos, lead, polychlorinated biphenyls, per- and poly-fluoroalkyl substances, radiation, or radon.

(l)            Intellectual Property. Since the Company’s incorporation, neither the conduct of the business of the Company nor any of the Company’s products offered, marketed, licensed, provided, sold, distributed or otherwise exploited by the Company nor the design, development, manufacturing, reproduction, use, marketing, offer for sale, sale, importation, exportation, distribution, maintenance or other exploitation of any of such products infringes, constitutes or results from an unauthorized use or misappropriation of, dilutes or otherwise violates, or has infringed, constituted or resulted from an unauthorized use or misappropriation of, diluted or otherwise violated any Intellectual Property rights of any other Person. To the Company’s knowledge, since the Company’s incorporation, no Person is infringing, misappropriating, misusing, diluting or otherwise violating, or has infringed, misappropriated, misused, diluted or otherwise violated, any Intellectual Property owned by the Company. Since the Company’s incorporation, the Company has not made any written claim against any Person alleging any infringement, misappropriation, dilution or other violation of any such owned Intellectual Property. “Intellectual Property” means intellectual property rights protected, created or arising under the laws of the United States or any other jurisdiction or under any international convention, including all (a) patents and patent applications, patent disclosures, industrial designs and design patent rights, including any continuations, divisionals, continuations-in-part and provisional applications and statutory invention registrations, and any patents issuing on any of the foregoing and any reissues, reexaminations, substitutes, supplementary protection certificates, extensions of any of the foregoing; (b) trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names, corporate names and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, extensions and renewals of any of the foregoing; (c) copyrights and works of authorship, copyrightable works, database and design rights, mask work rights and moral rights, whether or not registered or published, and all registrations, applications, renewals, extensions and reversions of any of any of the foregoing; (d) trade secrets, know-how and confidential and proprietary information, including invention disclosures, inventions (whether patentable or not, and whether or not reduced to practice), ideas, formulae, source code, compositions, processes and techniques, methods, methodologies, algorithms, research and development information, drawings, specifications, architectures, designs, plans, proposals, technical data, financial and marketing plans and customer and supplier lists and information; (e) rights in or to software or other technology; and (f) any other intellectual property rights protectable, arising under or associated with any of the foregoing, including those protected by any law anywhere in the world.

(m)            Brokers. No broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its affiliates for which the Company has any obligation.

(n)            Data Privacy and Security. The Company has implemented commercially reasonable written policies relating to the processing of personal data as and to the extent required by applicable law.

(o)            Compliance with International Trade & Anti-Corruption Laws. None of the Company, or, to the Company’s knowledge, its officers, directors or employees, or any other Persons acting for or on behalf of any of the foregoing, is or has been, since the Company’s incorporation, (i) a Person named on any Sanctions and Export Control Laws related list of designated Persons maintained by any Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaged in dealings with or for the benefit of any Person described in clauses (i) through (iii) or any country or territory which is or has, since the Company’s incorporation, been the subject of or target of any Sanctions and Export Control Laws; or (v) otherwise in violation of any applicable Sanctions and Export Control Laws. None of the Company, or, to the Company’s knowledge, its officers, directors or employees, or any other Persons acting for or on behalf of any of the foregoing, since the Company’s incorporation, (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws. To the Company’s knowledge, there are no proceedings, filings, orders, inquiries or governmental investigations alleging any such violations of Anti-Corruption Laws or Sanctions and Export Control Laws by the Company or any other Persons in each case to the extent acting for or on behalf of any of the Company, and, to the Company’s knowledge, no such proceedings, filings, orders, inquiries or governmental investigations have been threatened or are pending. “Sanctions and Export Control Laws” means any applicable law related to (a) import and export controls, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations such other controls administered by the U.S. Customs and Border Protection, (b) economic sanctions, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the European Union, any European Union Member State, the United Nations, and Her Majesty’s Treasury of the United Kingdom or (c) anti-boycott measures. “Governmental Entity” means any United States or non-United States (a) federal, state, local, municipal or other government, (b) governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal) or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal (public or private). “Anti-Corruption Laws” means, collectively, (a) the U.S. Foreign Corrupt Practices Act (FCPA), (b) the UK Bribery Act 2010 and (c) any other applicable anti-bribery or anti-corruption laws or orders related to combatting bribery, corruption and money laundering.

(p)            No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company or this offering, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

4.            Registration Rights; Transfer.

(a)            Registration. The Company and Purchaser will enter into a Registration Rights Agreement in the form attached hereto as Exhibit B contemporaneously with this Agreement.

(b)            Transfer. This Agreement and all of the parties’ rights and obligations hereunder (including the Company’s obligation upon election to sell Forward Purchase Shares to Purchaser and Purchaser’s obligation to purchase the Forward Purchase Shares) may not be transferred or assigned, in law or fact, at any time and from time to time, in whole or in part, to any other Person, other than by Purchaser pursuant to a Permitted Transfer provided that (i) such transferee in the Permitted Transfer agrees to comply with all of the obligations of this Agreement and (ii) Purchaser shall remain liable for the purchase of the Forward Purchase Shares and any obligation with respect to such purchase of the Forward Purchase Shares, with such obligations reverting to the Purchaser in the event of a default or breach by any transferee subject to a Permitted Transfer.

5.            Additional Agreements and Acknowledgements of the Purchaser.

(a)            Forward Purchase Share Lock-up; Transfer Restrictions. The Purchaser agrees that during the period commencing on the initial Forward Closing Date and ending on the earlier of (i) December 31, 2024 and (ii) the earliest of any Change in Control (as defined below), the entry into a definitive agreement for a transaction that, if consummated, would result in a Change in Control, and the announcement of a bona fide intention by a third party (including any affiliate of the Company) to commence a tender or exchange offer that if consummated would result in a Change in Control (provided, however, that if such definitive agreement or tender or exchange offer is subsequently terminated, then such definitive agreement or tender or exchange offer shall be disregarded for purposes of this part (ii)), the Purchaser shall not, without the Company’s prior written consent, directly or indirectly (x) sell, offer, transfer, assign, mortgage, hypothecate, gift, pledge or dispose of, enter into or agree to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, mortgage, hypothecation, gift, assignment or similar disposition of (any of the foregoing, a “transfer”), any Class A Shares, the Forward Purchase Shares, the Warrant or any Warrant Shares or (y) enter into or engage in any hedge, swap, short sale, derivative transaction or other agreement or arrangement that transfers to any third party, directly or indirectly, in whole or in part, any of the economic consequences of ownership of any Class A Shares, the Forward Purchase Shares, the Warrant or any Warrant Shares (such actions in clauses (x) and (y), “Prohibited Transfers”), other than, in the case of Permitted Transfers. “Permitted Transfers” shall mean any (i) (a) transfer of Purchaser or any of its affiliates holding any Class A Shares, any Forward Purchase Shares, the Warrant or any Warrant Shares to one or more affiliates of Purchaser or (b) a transfer of any Class A Shares, the Forward Purchase Shares, the Warrant or Warrant Shares to one or more affiliates, in each case that agrees in writing to be bound by the obligations and accede to the rights of a Purchaser hereunder and files a duly completed and executed IRS Form W-9 or applicable IRS Form W-8 (or any successor form), (ii) transfer to the Company or any of its subsidiaries, (iii) transfer with the prior written consent of the Company or (iv) tender of any Class A Shares into a Third Party Tender/Exchange Offer (as defined below) (and any related exercise of the Warrant to effect such tender or exchange) and any transfer effected pursuant to any merger, consolidation or similar transaction consummated by the Company (for the avoidance of doubt, if such Third Party Tender/Exchange Offer, or a merger, consolidation or similar transaction that, if consummated, would result in a Change in Control, in any such case does not close for any reason, the restrictions on transfer contained herein shall continue to apply to any Class A Shares, including any Warrant Shares underlying the Warrant that had previously been exercised to participate in any such tender or exchange offer). For purposes of this agreement, “affiliate” shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, for so long as the control exists. “Change in Control” shall mean the occurrence of any of the following events: (i) a sale, transfer, conveyance or other disposition of all or substantially all of the consolidated assets of the Company, (ii) any Person or “group” (as such term is used in Section 13(d) and 14(d) of the Exchange Act), files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such Person or group has become the direct or indirect Beneficial Owner (as defined in Rule 13d-3 (as in effect as of the date of this Agreement) of the rules and regulations promulgated under the Exchange Act) of more than forty percent (40%) of the total outstanding voting power of the capital stock entitled to vote generally in the election of directors, (iii) the Company consummates any merger, consolidation or similar transaction, unless the stockholders of the Company immediately prior to the consummation of such transaction continue to hold (in substantially the same proportion as their ownership of the Class A Shares immediately prior to the transaction, other than changes in proportionality as a result of any cash/stock election provided under the terms of the definitive agreement regarding such transaction) more than 40% of all of the voting power of the outstanding shares of voting stock of the surviving or resulting entity in such transaction immediately following the consummation of such transaction or (iv) a majority of the Board of Directors is no longer composed of (x) directors who were directors of the Company on the date hereof and (y) directors who were nominated for election or elected or appointed to the Board of Directors with the approval of a majority of the directors described in subclause (x) together with any incumbent directors previously elected or appointed to the Board of Directors in accordance with this subclause (y); provided, however, that any increase in voting power or beneficial ownership by Adam Goldstein, including the relative increase of voting power as a result of the down conversion of shares of Class B Common Stock, par value $0.0001, to Class A Shares held by any other shareholder for any reason or the acquisition of additional capital stock, shall be deemed not a Change of Control for purposes of this Agreement, provided that the reasonable likelihood or purpose of that increase in voting power or beneficial ownership is not to cause the deregistration or delisting of the Company’s Class A Common Stock. “Third Party Tender/Exchange Offer” shall mean any tender or exchange offer made to all of the holders of Class A Shares by a third party for a number of outstanding shares of voting stock that, if consummated, would result in a Change in Control. Any purported Prohibited Transfer in violation of this Section 5(a) shall be null and void ab initio.

(b)            Exchange Listing. Promptly following the date hereof, the Company shall prepare and provide the applicable listing of additional shares notification to NYSE and use its reasonable best efforts to cause the aggregate number of Forward Purchase Shares and the aggregate number of Warrant Shares to be approved for listing on NYSE, as promptly as practicable, and in any event before the initial Forward Closing. From time to time following the applicable Forward Closing Date, the Company shall cause any additional Forward Purchase Shares to be approved for listing on NYSE, subject to official notice of issuance, or such other primary exchange as to which the Class A Shares is then admitted for trading. From time to time following the date hereof, the Company shall cause the number of Warrant Shares then issuable upon exercise of the Warrant to be approved for listing on NYSE, subject to official notice of issuance, or if the Class A Shares are no longer listed on the NYSE such other primary national securities exchange on which the Class A Shares are then listed and admitted for trading.

(c)            Standstill.

(i)            The Purchaser agrees that, except as otherwise permitted under this Agreement, during the period commencing on the initial Forward Closing Date and ending on the earlier of (i) December 31, 2024 and (ii) entry into a definitive agreement for a transaction that, if consummated, would result in a Change in Control, it shall not, and shall cause each of its affiliates not to, directly or indirectly, in any manner, alone or in concert with others take any of the following actions without the prior consent of the Company:

(1)            make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of proxies (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or consents to vote, or seek to advise, encourage or influence any Person with respect to (x) the voting of any securities of the Company for the election of individuals to the Board of Directors or (y) the approval of any proposals submitted to a vote of the stockholders of the Company if the Board of Directors has recommended against such proposals, or become a “participant” in any contested “solicitation” (as such terms are defined or used under the Exchange Act) for the election of directors with respect to the Company, if the Board of Directors has recommended against such slate, or make or be the proponent of any stockholder proposal (pursuant to Rule 14a-8 under the Exchange Act or otherwise);

(2)            form, join, encourage, influence, advise or in any way participate in any “group” (as such term is defined in Section 13(d)(3) of the Exchange Act) with any Persons who are not its affiliates with respect to any securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, except as expressly permitted by this Agreement;

(3)            effect or seek to effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other Person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme of arrangement, business combination, recapitalization, reorganization, sale or acquisition of all or substantially all assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement with respect to an Extraordinary Transaction; provided, however, that this clause shall not preclude the vote by the Purchaser or any of its affiliates of any voting securities of the Company with respect to any Extraordinary Transaction in its discretion;

(4)            (A) call or seek to call any meeting of stockholders of the Company, including by written consent, (B) seek representation on the Board of Directors, except as expressly set forth herein, (C) publicly seek the removal of any member of the Board of Directors, (D) solicit consents from stockholders or otherwise act or seek to act by written consent with respect to the Company, (E) conduct a referendum of stockholders of the Company or (F) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the DGCL or otherwise;

(5)            take any action in support of or make any proposal or request that constitutes: (A) controlling or changing the Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board of Directors, (B) any material change in the capitalization or dividend policy of the Company, or (C) any other material change in the Company’s management, business or corporate structure (except pursuant to any action or transaction permitted by Section 5(c)(3));

(6)            (A) seeking to have the Company waive or make amendments or modifications to the Company’s certificate of incorporation or bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any Person, (B) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange; or (C) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;

(7)            make any public disclosure, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board of Directors, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; or

(8)            enter into any discussions, negotiations, agreements or understandings with any third party with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any third party to take any action or make any statement with respect to any of the foregoing.

(ii)            Notwithstanding the foregoing provisions of Section 5(c) or anything in this Agreement to the contrary, the Purchaser and its affiliates shall not be restricted from (i)  participating in rights or securities offerings conducted by the Company, (ii) receiving stock dividends or similar distributions and payments made by the Company, (iii) disposing of Class A Shares by operation of a statutory amalgamation, statutory arrangement or other statutory procedure involving the Company, (iv) any exercise of the Warrant or other securities acquired not in contravention of this Section 5(c) or (v) acquiring Class A Shares in open market purchases.

(d)            Control Share Acquisition. The Company shall take all steps necessary to ensure that the Purchaser’s acquisition of any shares pursuant to, or permitted by, this Agreement or the Warrant shall be exempt from the application of any control share acquisition provisions (including Section 203 of the Delaware General Corporation Law) to the fullest extent permitted under applicable law and exempt such acquisitions by the Purchase from any shareholder rights or similar plan adopted or approved by the Board of Directors.

6.            Regulatory Approvals.

(a)            Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Purchaser shall, if required, (i) timely make all required filings of notification and report forms pursuant to the HSR Act, (ii) supply as promptly as practicable such information or documentation that may be requested pursuant to the HSR Act by the U.S. Department of Justice Antitrust Divisions or the U.S. Federal Trade Commission, and (iii) use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby. Purchaser and Company shall share equally the cost of all filing fees and other charges for the filings required under the HSR Act by the Company and Purchaser.

7.            Forward Closing Conditions.

(a)            The obligation of the Purchaser to purchase the Forward Purchase Shares at the applicable Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the applicable Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

(i)            Any waiting period (and any extension thereof) under the HSR Act shall have expired or have been terminated (the “HSR Condition”);

(ii)            The Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing as a Delaware corporation;

(iii)            The Forward Purchase Shares shall be approved for listing on the NYSE or if the Class A Shares are no longer listed on the NYSE such other primary national securities exchange on which the Class A Shares are then listed and admitted for trading;

(iv)            The representations and warranties of the Company set forth in Section 3(a) through 3(g) of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the business, financial condition, and results of operations or the Company and its subsidiaries taken as a whole;

(v)            The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Forward Closing Date; and

(vi)            No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.

(b)            The obligation of the Company to sell the Forward Purchase Shares at the applicable Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the applicable Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company:

(i)            The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;

(ii)            The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the applicable Forward Closing Date; and

(iii)            No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.

(c)            If prior to delivery and payment for the Forward Purchase Shares (i) trading in securities generally shall have been suspended or materially limited by the SEC or on or by the New York Stock Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which makes it impracticable to proceed with the purchase of or delivery of the Forward Purchase Shares, such purchase and delivery shall be deferred to the [***] Business Day following the lifting or termination of such impracticality arising from any such event described in clauses (i) through (iii).

8.            Termination. This Agreement shall terminate automatically on December 31, 2024, and may be terminated at any time prior to December 31, 2024:

(a)            by mutual written consent of the Company and the Purchaser;

(b)            automatically if the Purchaser or the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within [***] days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Purchaser or the Company, in each case which is not removed, withdrawn or terminated within [***] days after such appointment; or

(c)            automatically upon (x) termination of the Collaboration Agreement by Purchaser or Company pursuant to Section 15.01(a) or Section 15.01(b) of the Collaboration Agreement, (y) termination of the Collaboration Agreement by Purchaser pursuant to Section 15.02(a) of the Collaboration Agreement, or (z) termination of the Collaboration Agreement by Purchaser or Company pursuant to Section 15.02(b) of the Collaboration Agreement.

In the event of any termination of this Agreement pursuant to this Section 8, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company or their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations of each party shall cease; provided, however, termination of this Agreement will not release any party from any outstanding obligations hereunder accruing prior to such termination or that may arise after termination from rights and obligations intended to survive termination in accordance with Section 9(c) below. For the avoidance of doubt, the termination of this Agreement shall not result in the termination of the Registration Rights Agreement.

9.            General Provisions.

(a)            Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on [***], (iii) [***] Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) [***] Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt.

All communications sent to the Company shall be sent to: Archer Aviation Inc. 190 W. Tasman Drive, San Jose, CA 95134, Attention: General Counsel, email:                , with a copy to the Company’s counsel at Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attention: Patrick Grilli, email:                .

All communications sent to the Purchaser shall be sent to: Stellantis N.V., Taurusavenue 1, 2132 LS Hoofddorp, the Netherlands, Attention: General Counsel, email:             , with a copy to FCA US LLC, 1000 Chrysler Drive, Auburn Hills, MI 48326, Attention: General Counsel North America, email:              .

(b)            No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

(c)            Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the applicable Forward Closing.

(d)            Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

(e)            Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(f)            Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

(g)            Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

(h)            Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(i)            Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State.

(j)            Jurisdiction. All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the action in any such court is brought in an inconvenient forum, (ii) the venue of such action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(k)            Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

(l)            Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and the Purchaser.

(m)            Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

(n)            Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent; stamp taxes and all The Depository Trust Company fees associated with the issuance of the Forward Purchase Shares.

(o)            Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.

(p)            Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

(q)            Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity. The Company agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the Company in accordance with the terms hereof and that the Purchaser shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

[Signature Page – Election Notice]

Archer Aviation Inc.

190 West Tasman Drive

San Jose, CA 95134

Exhibit A

Election Notice

ELECTION NOTICE

[●], 202[●]

Stellantis N.V.

Attention: General Counsel

Taurusavenue 1,

2132 LS Hoofddorp,

Netherlands

(e):

FCA US LLC

Attention: General Counsel North America

1000 Chrysler Drive

Auburn Hills, MI 48326

(e):

Ladies and Gentlemen:

Reference is made to Section 1 of that certain Forward Purchase Agreement, dated January 3, 2023 (the “Agreement”), by and between Archer Aviation Inc. (the “Company”) and Stellantis N.V. (the “Purchaser”), pursuant to which, the Company may elect (in the Company’s sole discretion) to issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, subject to the terms and conditions of this Agreement, Class A Shares from time to time. Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Agreement.

The purpose of this Election Notice is to provide the Purchaser with written notice, in accordance with Section 1(a)(iv) of the Agreement, of the Company’s election to issue and sell to the Purchaser the number of Forward Purchase Shares in accordance with Section 1(a)(i) of the Agreement. The Company hereby certifies that the requirements under the Agreement for the delivery of this Election Notice have been satisfied, and hereby furnishes to the Purchaser the information required by Section 1(a)(iv) of the Agreement as follows:

Milestone:	[1, 2, 3]
Date of Election Notice:	[●]1
VWAP:	$[●]
Number of Forward Purchase Shares:	[●]2
Forward Purchase Price:	[●]

1 To mirror the date of the Election Notice set forth above.

² To be equal to the Forward Purchase Price, divided by the per share price equal to 90% of the VWAP.  

The Purchaser shall remit payment of the Forward Purchase Price by wire transfer per the instructions below:

IMPORTANT: Wire instructions MUST designate your FULL TEN-DIGIT ACCOUNT NUMBER. Wires received by              with INCOMPLETE or INVALID TEN-DIGIT ACCOUNT NUMBERS may be delayed and could possibly require return to the sending bank due to new regulations.

[Signature Page Follows]

The undersigned hereby certifies that the Company was not in possession of material non-public information during the [***] consecutive trading day period utilized in the VWAP calculation.

Exhibit B

Registration Rights Agreement

[See attached.]

Exhibit 10.3

EXECUTION VERSION

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW UNLESS, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN A FORWARD PURCHASE AGREEMENT, DATED AS OF JANUARY 3, 2023, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.

Issued: January 3, 2023

WARRANT TO PURCHASE SHARES

of

ARCHER AVIATION INC.

THIS CERTIFIES THAT, for value received, Stellantis N.V., a company organized and existing under the laws of the Netherlands, or its registered assigns (the “Holder”), is entitled, subject to the terms and conditions set forth herein, to purchase from ARCHER AVIATION INC., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth herein. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

1.            Purchase of Shares. Subject to the terms and conditions herein, the Holder is entitled, upon surrender of this Warrant to the Company, to purchase from the Company up to 15,000,000 shares of the Company’s Class A Common Stock (such type of shares, the “Common Stock”, and such number and actual shares as adjusted pursuant to Section 8 hereof, the “Shares”).

2.            Exercise Price and Exercise Period.

2.1            Exercise Price. The exercise price for the Shares shall be $0.01 per Share (as adjusted pursuant to Section 8 hereof, the “Exercise Price”).

2.2          Vesting of Shares; Exercisability. Subject to Section 2.3 below, the Shares issuable under this Warrant will become vested and exercisable as set out in Exhibit B attached hereto.

2.3            Expiration Date. This Warrant shall be exercisable, in whole or in part, but solely with respect to the Shares which have become vested in accordance with Section 2.2, at any time and from time to time on or before the earliest of (i) immediately prior to the closing of (subject to Section 4 hereof) a Liquidation Event or (ii) 5:00 p.m. Eastern time on the 5^th anniversary of the date hereof (the “Expiration Date”).

2.4            Definitions. As used herein:

“Affiliate” shall mean a person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the entity specified. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise, for so long as the control exists.

“Liquidation Event” means the occurrence of any of the following: (i) the consolidation of the Company with, or the merger of the Company with or into, another “person” (as such term is used in Rule 13d-3 and Rule 13d-5 of the Exchange Act), or the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries taken as a whole, or the consolidation of another “person” with, or the merger of another “person” into, the Company, other than in each case pursuant to a transaction in which the “persons” that “beneficially owned” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, the Voting Shares (as defined below) of the Company immediately prior to the transaction “beneficially own”, directly or indirectly, Voting Shares representing at least a majority of the total voting power of all outstanding classes of voting stock of the surviving or transferee person; (ii) the adoption by the Company of a plan relating to the liquidation or dissolution of the Company; (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” becomes the “beneficial owner” directly or indirectly, of more than 50% of the Voting Shares of the Company (measured by voting power rather than number of shares) provided that for the purposes of this clause (iii), any outstanding shares of the Company’s Class B Common Stock shall be treated as shares of Common Stock on an as-converted basis and no effect shall be given to the voting power of outstanding shares of the Company’s Class B Common Stock in excess of the voting power of such Common Stock; or (iv) the first day on which a majority of the members of the Company’s Board of Directors (the “Board”) does not consist of Continuing Directors (as defined below). For the purposes of this Section 2.4, (i) “Voting Shares” of any person shall mean capital shares or capital stock of such person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency, and (ii) “Continuing Director” shall mean, as of any date of determination, any member of the Board who (i) was a member of the Board on the date hereof or (ii) was nominated for election or elected to the Board with the approval of a majority of the Continuing Directors who were members of the Board at the time of such nomination or election and who voted with respect to such nomination or election; provided that a majority of the members of the Board voting with respect thereto shall at the time have been Continuing Directors.

“MCA” shall mean that certain Manufacturing Collaboration Agreement, of even date herewith, entered into by and between the Company and Holder.

“VWAP” shall mean, with respect to a date that Shares become vested and exercisable as described in Table 1 of Exhibit B attached hereto, the volume weighted average trading price for the Common Stock during the five (5) consecutive trading day period ending on (and including) the third consecutive trading day occurring immediately prior to such date, as reported by Bloomberg on page ACHR <Equity>VWAP for such period (in all cases as adjusted for share splits, reverse splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like).

3.            Method of Exercise.

(a)  Cash Exercise. The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit A duly executed) at the principal office of the Company, and by the payment to the Company, by certified, cashier’s or other check acceptable to the Company or by wire transfer to an account designated by the Company, of an amount equal to the aggregate Exercise Price of the Shares being purchased.

(b)  Net Issue Exercise. In lieu of exercising this Warrant, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder a number of Shares computed using the following formula:

Where: X = the number of the Shares to be issued to the Holder.

Y = the number of the Shares purchasable under this Warrant.

A = the fair market value of one Share on the date of determination.

B = the per share Exercise Price (as adjusted to the date of such calculation).

(c)  Automatic Cashless Exercise. To the extent that there has not been an exercise by the Holder pursuant to Section 3(a) or 3(b) hereof, any portion of the Warrant that remains vested and exercisable but unexercised shall be exercised automatically to the extent vested and exercisable, upon the Expiration Date (including a Liquidation Event) pursuant to the mechanics described in Section 3(b).

(d)  Fair Market Value. For purposes of Section 3(b), the per share fair market value of the Shares shall mean: (i) If the Company’s Common Stock is publicly traded, the per share fair market value of the Shares shall be the average of the closing prices of the Common Stock on the principal exchange on which the Common Stock is listed or if the Common Stock is not so listed, as quoted on the Over-the-Counter Bulletin Board, in each case for the fifteen trading days ending five trading days prior to the date of determination of fair market value; (ii) if the Common Stock is not so publicly traded, the per share fair market value of the Shares shall be such fair market value as is determined in good faith by the Board after taking into consideration factors it deems appropriate, including, without limitation, recent valuations undertaken by the Company, recent bona fide offers to acquire the Company or make a substantial equity investment and/or sale and offer prices of the capital stock of the Company in private transactions negotiated at arm’s length.

4.            Treatment of Warrant Upon a Liquidation Event. In the event of a Liquidation Event, either (a) Holder shall affirmatively exercise or convert this Warrant in full with respect to all remaining Shares for which the Warrant is then exercisable and such exercise or conversion will be deemed effective immediately prior to the consummation of such Liquidation Event or (b) if Holder affirmatively elects not to exercise or convert the Warrant, this Warrant will expire upon the consummation of such Liquidation Event; provided, however, should Holder not affirmatively elect option (a) or (b), then the Warrant will automatically convert in full with respect to all remaining Shares for which the Warrant is then exercisable and such conversion will be deemed effective immediately prior to the consummation of such Liquidation Event with payment owed on the full exercise price on a cashless basis pursuant to Section 3(b). The Company shall provide Holder with written notice of the foregoing (together with such information as Holder may reasonably request in connection with such contemplated Liquidation Event giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing or occurrence, as applicable, of the proposed Liquidation Event.

5.            Certificates for Shares. As soon as practicable upon the exercise of this Warrant, the Company shall issue the Holder a certificate (or book-entry entitlement) for the number of Shares so purchased and, if such exercise is in part, a new warrant (dated the date hereof) of like tenor representing the remaining number of Shares purchasable under this Warrant. Holder shall be deemed to own and have all of the rights associated with any Shares or other securities or property to which it is entitled pursuant to this Warrant upon the exercise or conversion of the Warrant in accordance with Section 3.

6.            Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation on surrender and cancellation of this Warrant, the Company shall promptly execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

7.            Issuance of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

8.            Adjustment of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows (but not so as to result in any double adjustment and only as to preserve relative present value):

8.1            Merger, Consolidation or Sale of Assets. If at any time there shall be a merger or a consolidation of the Company with or into another entity when the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company in one or a series of related transactions, then, as part of such merger, consolidation or sale of assets, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effect, the number of shares of stock or other securities or property (including cash) of the successor entity resulting from such merger, consolidation or sale, to which the Holder as the holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled in such merger, consolidation or sale if this Warrant had been exercised immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the merger, consolidation or sale. This provision shall apply to successive mergers or consolidations.

8.2            Reclassification, Recapitalization, etc. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant (other than a Liquidation Event which is subject to the provisions of Section 4), Holder shall be entitled to receive, upon exercise or conversion of this Warrant the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 8 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

8.3            Split, Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist, the Exercise Price shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination.

8.4           Common Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired pays a dividend with respect to Common Stock payable in shares of Common Stock, or make any other distribution with respect to Common Stock payable in shares of Common Stock, then the Exercise Price shall be adjusted, from and after the date of determination of the shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such dividend or distribution.

8.5            Other Dividends. In case the Company at any time pays a dividend or makes a distribution on its Common Stock (other than a dividend or distribution in shares of Common Stock), the Holder shall receive the cash, other securities or property which the Holder would have been entitled to receive if the Holder had exercised this Warrant immediately prior to the record date for the determination of stockholders entitled to receive such dividend or distribution; provided that with respect to any portion of the Shares that are unvested as of such record date, the Holder shall receive such cash, other securities or property upon the vesting of such Shares under this Warrant. The amount of any such other securities and property which the Holder shall thereafter be entitled to receive upon the exercise of this Warrant shall be subject to adjustment from time to time, in a manner and on terms as nearly equivalent as practicable to those contained herein with respect to the Common Stock of the Company. The provisions of this Section 8.5 shall similarly apply to successive dividends or distributions of the character specified above.

8.6            Adjustment of Number of Shares. Whenever an adjustment is made in the Exercise Price pursuant to any of Section 8.1 through 8.5, the total number of shares of Common Stock acquired upon exercise of this Warrant shall also be adjusted, to the nearest whole Share, to the product obtained by multiplying the number of shares of Common Stock purchasable immediately prior to such adjustment in the Exercise Price by a fraction (i) the numerator of which shall be the Exercise Price immediately prior to such adjustment, and (ii) the denominator of which shall be the Exercise Price immediately after such adjustment.

8.7            Other Adjustment Events. If any event occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for by such provisions, then the Board will make an appropriate adjustment in the Exercise Price and the number of Shares so as to achieve the intended result of the Warrant; provided that no such adjustment pursuant to this Section 8.7 will increase the Exercise Price or decrease the number of Shares as otherwise determined pursuant to this Section 8.

8.8           Notice of Adjustments; Other Notices. Whenever the Exercise Price or number or type of securities issuable hereunder shall be adjusted pursuant to any provision of this Section 8, the Company shall issue and provide to the Holder, subject to the following sentence, prior written notice setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the Exercise Price and number of shares of Common Stock purchasable hereunder after giving effect to such adjustment. In addition, so long as this Warrant shall be outstanding, (i) if the Company shall declare any dividend or make any distribution upon the Common Stock or (ii) if any capital reorganization of the Company, reclassification of the capital stock of the Company, consolidation or merger of the Company with or into another entity, sale, lease or transfer of all or substantially all of the property and assets of the Company, or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, where such aforementioned events are not within the Liquidation Event, then in each such case, the Company shall cause to be mailed to the Holder, at least fifteen (15) days prior to the date specified in (x) or (y) below, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend or distribution, or (y) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders of Common Stock or other securities shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up.

9.              Reservation of Stock. The Company agrees during the term the rights under this Warrant are exercisable to reserve and keep available from its authorized and unissued shares of Common Stock for the purpose of effecting the delivery upon exercise of this Warrant such number of validly issued, fully paid and nonassessable shares of Common Stock as shall from time to time be deliverable upon the exercise of this Warrant.

10.            No Fractional Shares or Scrip. No fractional shares or scrip representing fractional Shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional Shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

11.            Representations and Warranties of the Company. The Company represents and warrants to the Holder as follows:

(a)            the execution and delivery of this Warrant have been duly and properly authorized by all requisite corporate action of the Company, and no consent of any other person is required as a prerequisite to the validity and enforceability of this Warrant that has not been obtained. The Company has the full legal right, power and authority to execute and deliver this Warrant and to perform its obligations hereunder.

(b)            the Company is not a party to or otherwise subject to any contract or agreement that restricts or otherwise affects its right to execute and deliver this Warrant or to perform its obligations hereunder (including the issuance of Shares), except where all necessary consents or waivers have been obtained. Neither the execution, delivery nor performance of this Warrant (including the issuance of Shares) will conflict with, result in a breach of the terms, conditions or provisions of, constitute a default under, result in any violation of, result in the creation of any lien upon any properties of the Company under, require any consent, approval or other action by or notice to or filing with any court or governmental body pursuant to, the Company’s certificate of incorporation or bylaws, any award of any arbitrator or any agreement, instrument or law to which the Company is subject or by which it is bound.

(c)            the Company shall take all such actions as may be necessary to ensure that all such Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting the Shares may be listed at the time of such exercise.

12.            Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows:

(a)            Own Account. This Warrant and the Shares issuable upon exercise hereof are being acquired for its own account, for investment and not with a view to the public resale or distribution within the meaning of the Securities Act and the Holder has no present intention, and upon exercise or conversion will have no intention, of selling or engaging in any public distribution of the same except pursuant to a registration or exemption. Holder also represents that the Holder has not been formed for the specific purpose of acquiring this Warrant or the Shares.

(b)            Disclosure of Information. The Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. The Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Holder or to which the Holder has access.

(c)            Investment Experience. The Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. The Holder has experience as an investor in securities of companies in the development stage and acknowledges that the Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that the Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables the Holder to be aware of the character, business acumen and financial circumstances of such persons.

(d)          Accredited Investor Status. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

(e)            The Securities Act. The Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder's investment intent as expressed herein. The Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. The Holder further understands that settlement of this Warrant is to be made in Shares and, for the elimination of doubt, the fact that the Shares delivered on exercise of this Warrant will not be registered under the Securities Act will not in any way require the Company to settle this Warrant otherwise than in Shares, including without limitation, that there is no circumstance that would require the Company to settle this Warrant in cash.

(f)            Transfer Restrictions. The Holder acknowledges and agrees to the restrictions on transfer with respect to the Warrant and the Shares set for in that certain Forward Purchase Agreement, dated as of January 3, 2023.

13.            Rule 144 Compliance; Legend Removal.

(a)            If the Holder proposes to sell the Shares issuable upon the exercise of this Warrant in compliance with Rule 144 promulgated by the Securities Exchange Commission (the “SEC”), then, upon the Holder’s reasonable request to the Company, the Company shall use commercially reasonable efforts to assist with the transaction, including furnishing to the Holder, to the extent accurate, a written statement confirming the Company’s compliance with the filing requirements of the SEC as set forth in such Rule 144, as may be amended from time to time.

(b)            Subject to receipt from the Holder by the Company of customary representations and other documentation reasonably acceptable to the Company and the Company’s transfer agent in connection therefore, and upon the Holder’s reasonable request, the Company shall use commercially reasonable efforts to remove any legend from the book entry position or certificate evidencing such Holder’s Shares and the Company will, as soon as practicable, if required by the Company’s transfer agent, cause an opinion of the Company’s counsel to be provided, in a form reasonably acceptable to the Company’s transfer agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act following the earliest of such time as: (i) such Shares have been sold pursuant to Rule 144 or (ii) such Shares are eligible for resale under Rule 144(b)(1) or any successor provision without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions applicable to the sale or transfer of such Shares.

14.            Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW UNLESS, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION. THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN A FORWARD PURCHASE AGREEMENT, DATED AS OF JANUARY 3, 2023, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.

15.            Warrants Nontransferable. This Warrant is nontransferable, except for transfers by a Holder (i) that is a partnership transferring to its partners or former partners in accordance with partnership interests, (ii) that is a corporation transferring to a wholly-owned subsidiary or parent corporation that owns all of the capital stock of the Holder, (iii) that is a limited liability company transferring to its members or former members in accordance with their interests in the limited liability company, (iv) that is an individual transferring to a family member or trust for the benefit of the Holder, (v) to an Affiliate of such Holder or member of the Holder group, and (vi) to any successor to all or substantially all of the Holder’s business, whether by sale of stock, or assets, merger, consolidation or otherwise.

16.           Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to any Affiliate of the Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D under the Securities Act; provided, however, in any such transfer the transferee shall agree to be bound by the terms of this Warrant as if an original holder hereof.

17.            Notices. All notices hereunder shall be effective when given, and shall be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one business day after the business day of facsimile or email transmission, if delivered by facsimile or email transmission with copy by first class mail, postage prepaid, and shall be addressed at such address as the Holder or the Company (as applicable) shall have furnished in writing.

All communications sent to the Company shall be sent to: Archer Aviation Inc. 190 W. Tasman Drive, San Jose, CA 95134, Attention: General Counsel, email:                , with a copy to the Company’s counsel at Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attention: Patrick Grilli, email:                .

All communications sent to the Purchaser shall be sent to: Stellantis N.V., Taurusavenue 1, 2132 LS Hoofddorp, the Netherlands, Attention: General Counsel, email:                , with a copy to FCA US LLC, 1000 Chrysler Drive, Auburn Hills, MI 48326, Attention: General Counsel North America, email:                .

18.            Governing Law, Jurisdiction, Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Warrant shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any action arising out of or relating to this Warrant brought by any party hereto, and (b) agree not to commence any action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising out of or relating to this Warrant or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the action in any such court is brought in an inconvenient forum, (ii) the venue of such action is improper or (iii) this Warrant, or the subject matter hereof, may not be enforced in or by such courts. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS WARRANT IS HEREBY WAIVED.

19.            Amendments and Waivers. No modification of or amendment to this Warrant, nor any waiver of any rights under this Warrant, will be effective unless in a writing signed by both parties. Waiver by the Holder of a breach of any provision of this Warrant will not operate as a waiver of any other or subsequent breach.

20.          No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect the Holder’s rights under this Warrant against impairment.

21.            Counterparts. The Warrant may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Facsimile copies or pdf copies of signature pages shall be binding originals.

[Signature page follows]

The Company has caused this Warrant to be issued as of the date first written above.

ACKNOWLEDGED AND AGREED

(and the Holder hereby makes the
representations and warranties by Holder
set forth above):

HOLDER:

Stellantis N.V.

EXHIBIT A

NOTICE OF EXERCISE

190 W. Tasman Drive

San Jose, CA 95134

Capitalized terms used but not defined in this Notice of Exercise have the meanings set forth in the attached Warrant.

1. The undersigned hereby elects to purchase __________ Shares pursuant to the terms of the attached Warrant.

2. Method of Exercise (Please initial the applicable blank):

____      The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith or by concurrent wire transfer payment in full for the Exercise Price of the Shares being purchased, together with all applicable transfer taxes, if any.

____      The undersigned elects to exercise the attached Warrant by means of the net exercise provisions of Section 3(b) of the Warrant.

3. Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified below:

_________________________________

(Name)

_________________________________

_________________________________

(Address)

4.            The undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such Shares and all representations and warranties of the undersigned set forth in the attached Warrant are true and correct as of the date hereof.

*For the purposes hereof, Holder shall be deemed to have performed the STLA Undertakings as defined in the MCA (and Company hereby irrevocably waives any rights to assert under this Warrant any Claim as defined in the MCA that Holder has not performed the STLA Undertakings as defined in the MCA) if, as of the applicable anniversary of the Effective Date of the MCA, Company has not terminated the MCA pursuant to Section 15.01(a) or Section 15.01(b) of the MCA.

Notwithstanding the foregoing, all Shares issuable under this Warrant will become vested and exercisable: (1) in the event of a Automotive OEM Change of Control (as defined in the MCA), upon expiration of STLA’s right to terminate the MCA pursuant to Section 15.02(a) of the MCA; or (2) upon a Liquidation Event if the MCA is not terminated by Company or Holder pursuant to Section 15.02(b) of the MCA prior to such Liquidation Event.

In the event the Company or Holder terminates the MCA pursuant to Section 15.01(a) or Section 15.01(b) of the MCA, Holder terminates the MCA pursuant to Section 15.02(a) of the MCA, or the Company or Holder terminates the MCA pursuant to Section 15.02(b) of the MCA, any Shares issuable under this Warrant that have not become vested and exercisable on or prior to the date of such termination shall be deemed forfeited by Holder and no longer capable of becoming vested and exercisable. For the avoidance of doubt, any such forfeiting of Shares issuable under this Warrant shall not result in the termination of the Registration Rights Agreement as it relates to Shares that have become vested and exercisable prior thereto.

In no event will termination of the MCA for any reason have any effect on Shares issuable under this Warrant that have become vested and exercisable on or prior to the date of such termination.

Exhibit 10.4

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 3, 2023 (the “Effective Date”), by and between Archer Aviation Inc., a Delaware corporation (the “Company”) and Stellantis N.V., a company organized and existing under the laws of Netherlands (the “Holder”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Forward Purchase Agreement (as defined below).

RECITALS

WHEREAS, contemporaneously with the execution of this Agreement, the Company and the Holder are entering into (i) a Manufacturing Collaboration Agreement (the “Collaboration Agreement”), (ii) a Forward Purchase Agreement (the “Forward Purchase Agreement”), pursuant to which, the Company may, in its sole discretion, issue and sell to the Holder the Forward Purchase Shares subject to the achievement of certain Milestones, and (iii) a Warrant to Purchase Shares of Archer Aviation Inc. (the “Warrant”).

WHEREAS, pursuant to the Forward Purchase Agreement, the Company has granted to the Holder registration rights with respect to the Forward Purchase Shares and the Warrant Shares.

WHEREAS, in order to induce the Holder to enter into the Forward Purchase Agreement, the Warrant and the Collaboration Agreement, the Company hereby agrees that this Agreement shall govern the rights of the Holder to cause the Company to register the Forward Purchase Shares and the Warrant Shares.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

article I
DEFINITIONS

Section 1.1      Definitions. For purposes of this Agreement, the following terms and variations thereof have the meanings set forth below:

“Affiliate” shall mean with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, for so long as the control exists.

“Agreement” shall have the meaning given in the Preamble.

“Amended and Restated Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, dated as of September 16, 2021, by and among the Company (f/k/a Atlas Crest Investment Corp.) and the parties listed in Schedule A thereto.

“Board” shall mean the Board of Directors of the Company.

“Business Day” means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Commission” shall mean the Securities and Exchange Commission.

“Class A Shares” shall mean the Company’s Class A common stock, par value $0.0001 per share.

“Company” shall have the meaning given in the Preamble.

“Demand Registration” shall have the meaning given in subsection 2.1.1.

“Effective Date” shall have the meaning given in the Preamble.

“Effectiveness Deadline” shall have the meaning given in subsection 2.3.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1” means a Registration Statement on Form S-1.

“Form S-3” shall have the meaning given in subsection 2.1.1.

“Forward Purchase Agreement” shall have the meaning given in the Recitals.

“Forward Purchase Shares” shall have the meaning set forth in the Forward Purchase Agreement.

“Holder” shall have the meaning given in the Preamble.

“Maximum Number of Securities” shall have the meaning given in subsection 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in light of the circumstances under which they were made not misleading.

“New Registration Statement” shall have the meaning given in subsection 2.3.4.

“Person” shall mean any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Piggyback Registration” shall have the meaning given in subsection 2.2.1.

“PIPE Investors” shall mean the investors party to those certain subscription agreements entered into on or about February 10, 2021.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security”, “Registrable Securities” shall mean (i) the Forward Purchase Shares and (ii) the Warrant Shares.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

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

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Resale Shelf Registration Statement” shall have the meaning given in subsection 2.3.1.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“SEC Guidance” shall have the meaning given in subsection 2.3.4.

“Suspension Event” shall have the meaning given in Section 3.4.

“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“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 an Underwriter in a firm commitment underwriting for distribution to the public.

“Warrant” shall have the meaning given in the Recitals.

“Warrant Shares” shall mean the Class A Shares issuable pursuant to the Warrant.

article II
REGISTRATION

Section 2.1      Demand Registration.

2.1.1            Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date that is 90 days prior to the expiration of the lock-up provisions set forth in Section 5 of the Forward Purchase Agreement, the Holder may make a written demand for Registration of all or part of its Registrable Securities on Form S-3 (“Form S-3”) (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by the Holder) with an anticipated aggregate offering price of not less than $25 million and that are not already subject to Registration, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1.

2.1.2            Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency or by notice from the Company of any Suspension Event (as defined below), the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated or such Suspension Event ends, and (ii) the Holder thereafter affirmatively elects to continue with such Registration and accordingly notifies the Company in writing, but in no event later than five (5) days after such stop order or injunction is removed, rescinded or otherwise terminated or such Suspension Event ends, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3            Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if the Holder advises the Company as part of its Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of the Holder to include its Registrable Securities in such Registration shall be conditioned upon the Holder’s participation in such Underwritten Offering and the inclusion of the Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. If the Holder proposes to distribute its Registrable Securities through an Underwritten Offering under this subsection 2.1.3, then the Holder shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Holder.

2.1.4            Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company and the Holder in writing that the dollar amount or number of Registrable Securities that the Holder desires to sell, taken together with all other Class A Shares or other equity securities that the Company desires to sell and the Class A Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Holder that has been requested be included in such Underwritten Registration and that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent the Maximum Number of Securities has not been reached under the foregoing clause (i), the registrable securities of holders exercising their rights to register their registrable securities pursuant to the Amended and Restated Registration Rights Agreement, pro rata, based on the respective number of registrable securities that such holders have so requested, which can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), Class A Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), Class A Shares or other equity securities of other Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements (other than pursuant to the Amended and Restated Registration Rights Agreement) with such Persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.5            Demand Registration Withdrawal. The Holder shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of its Registrable Securities pursuant to such Demand Registration. If the Holder withdraws from a proposed offering pursuant to this Section 2.1.5, then such registration shall not count as a Demand Registration provided for in Section 2.1. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

Section 2.2      Piggyback Registration.

2.2.1            Piggyback Rights. If, at any time on or after the date hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, or (v) filed pursuant to Section 2.3 hereof, then the Company shall give written notice of such proposed filing to the Holder as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to the Holder the opportunity to register the sale of such number of Registrable Securities as the Holder may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holder pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If the Holder proposes to distribute its Registrable Securities through an Underwritten Offering under this subsection 2.2.1, then it shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.2.2            Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holder in writing that the dollar amount or number of Class A Shares that the Company desires to sell, taken together with (i) the Class A Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with Persons other than the Holder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Class A Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(i)            If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Class A Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the registrable securities of holders exercising their rights to register their registrable securities pursuant to the Amended and Restated Registration Rights Agreement, pro rata, based on the respective number of registrable securities that such holders have so requested, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of the Holder exercising its right to register its Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the number of Registrable Securities that the Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) through (C), Class A Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company (other than pursuant to the Amended and Restated Registration Rights Agreement), which can be sold without exceeding the Maximum Number of Securities; and

(ii)            If the Registration is pursuant to a request by Persons other than the Holder, then the Company shall include in any such Registration (A) first, Class A Shares or other equity securities, if any, of such requesting Persons, other than the Holder, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the registrable securities of other holders exercising their rights to register their registrable securities pursuant to the Amended and Restated Registration Rights Agreement, pro rata based on the respective number of registrable securities that such holders have requested be included in such Underwritten Registration and the aggregate number of registrable securities that such holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Registrable Securities of the Holder exercising its right to register its Registrable Securities pursuant to this subsection 2.2.1 hereof, pro rata, based on the number of Registrable Securities that the Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) through (C), Class A Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (E) fifth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) through (D), Class A Shares or other equity securities for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements (other than pursuant to the Amended and Restated Registration Rights Agreement) with such Persons, which can be sold without exceeding the Maximum Number of Securities.

2.2.3            Piggyback Registration Withdrawal. The Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4            Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

Section 2.3      Resale Shelf Registration Rights.

2.3.1            Registration Statement on Form S-3 Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be prepared and filed with the Commission, (i) with respect to all Registrable Securities issued prior to December 31, 2024, no later than (x) forty-five (45) days prior to December 31, 2024 or (y) if, in the event the lock-up provisions set forth in Section 5 of the Forward Purchase Agreement are released earlier than December 31, 2024, thirty (30) calendar days following such triggering event, and (ii) with respect to any Warrant Shares issued after December 31, 2024, no later than thirty (30) calendar days after the date such Warrant Shares become vested and exercisable under the Warrant, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale from time to time by the Holder of all of the Registrable Securities held by the Holder that are not already subject to Registration (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-3 (or if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale). The Company shall use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as practicable after filing, but no later than ten (10) Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Deadline”). Once effective, the Company shall use reasonable best efforts to keep the Resale Shelf Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all times until all Registrable Securities covered by such Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Resale Shelf Registration Statement or have ceased to be Registrable Securities. The Registration Statement filed with the Commission pursuant to this subsection 2.3.1 shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement (subject to the restrictions provided in Section 5 of the Forward Purchase Agreement), and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, the Holder. If the Resale Shelf Registration Statement is filed on Form S-1, then promptly following the date upon which the Company becomes eligible to use a Registration Statement on Form S-3, the Company shall file a post-effective amendment on Form S-3 to the Resale Shelf Registration Statement (an “S-3 Conversion”). Notwithstanding anything to the contrary in this Agreement, the Holder shall not be entitled to reimbursement from the Company of Registration Expenses set forth in clause (F) of the definition of “Registration Expenses” related to an S-3 Conversion.

2.3.2            Notification and Distribution of Materials. The Company shall notify the Holder in writing of the effectiveness of the Resale Shelf Registration Statement as soon as practicable, and in any event within one (1) Business Day after the Resale Shelf Registration Statement becomes effective, and shall furnish to the Holder, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary Prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holder may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.

2.3.3            Amendments and Supplements. Subject to the provisions of Section 2.3.1 above, the Company shall promptly prepare and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities. If any Resale Shelf Registration Statement filed pursuant to Section 2.3.1 is filed on Form S-3 and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall promptly notify the Holder of such ineligibility and use its reasonable best efforts to file a shelf registration on an appropriate form as promptly as practicable to replace the shelf registration statement on Form S-3 and have such replacement Resale Shelf Registration Statement declared effective as promptly as practicable and to cause such replacement Resale Shelf Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, that another Resale Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holder until all such Registrable Securities have ceased to be Registrable Securities; provided, however, that at any time the Company once again becomes eligible to use Form S-3, the Company shall cause such replacement Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is once again on Form S-3.

2.3.4            Notwithstanding the registration obligations set forth in this Section 2.3, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform the Holder and use its reasonable best efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to the Company for such registration statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. In the event the Company amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.

2.3.5            Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.2.

Section 2.4             Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holder prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable best efforts to cause the applicable Registration Statement to become effective; (B) the Holder has requested an Underwritten Registration and the Company and the Holder are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be materially detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to the Holder a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be materially detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer a filing pursuant to Section 2.1 for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12 month period.

article III
COMPANY PROCEDURES

Section 3.1              General Procedures. If at any time on or after the Effective Date the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1            prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2            prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3            prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holder of Registrable Securities included in such Registration, and such Holder’s legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holder of Registrable Securities included in such Registration or the legal counsel for the Holder may request in order to facilitate the disposition of the Registrable Securities owned by the Holder;

3.1.4            prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holder of Registrable Securities included in such Registration Statement (in light of its intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holder of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5            cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6            provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7            advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8            advise the Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any Prospectus forming a part of such registration statement has been filed;

3.1.9            at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.10            notify the Holder at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement in the manner contemplated in Section 3.4 hereof;

3.1.11            permit a representative of the Holder, the Underwriters, if any, and any attorney or accountant retained by the Holder or Underwriter to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration and use reasonable best efforts to reflect in any such Registration Statement or Prospectus or any amendment or supplement thereto (including any documents incorporated therein by reference) such comments as such representatives or Underwriters, if any, reasonably propose; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.12            obtain on behalf of the Holder a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to such managing Underwriter;

3.1.13            on the date the Registrable Securities are delivered for sale pursuant to an Underwritten Registration, obtain on behalf of the Holder an opinion and negative assurance letter, each dated such date, of counsel representing the Company for the purposes of such Underwritten Registration, addressed to the Underwriters covering such legal matters with respect to the Underwritten Registration in respect of which such opinion is being given as the managing Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to such managing Underwriter;

3.1.14            in the event of any Underwritten Offering, enter into, perform its obligations and use reasonable best efforts to cause to be satisfied any conditions to closing within the Company’s control under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.15            make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.16            if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable best efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.17            otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holder, in connection with such Registration.

Section 3.2      Registration Expenses. Except as provided in Section 2.3.1 with respect to an S-3 Conversion, the Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holder that the Holder shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holder.

Section 3.3      Requirements for Participation in Underwritten Offerings. No Person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

Section 3.4      Suspension of Sales. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, the Holder shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to delay or postpone the effectiveness of a Registration Statement, and from time to time to require the Holder not to sell under a Registration Statement or to suspend the effectiveness thereof, 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 Board reasonably believes, upon the advice of legal 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 Board, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend a Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve month period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that a Registration Statement is effective or if as a result of a Suspension Event a Registration Statement or related Prospectus contains any Misstatement, the Holder agrees that (i) it will immediately discontinue offers and sales of the shares under such Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Holder receives copies of a supplemental or amended Prospectus (which the Company agrees to promptly prepare) that corrects the Misstatement(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 (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the Holder will deliver to the Company or, in the Holder’s sole discretion destroy, all copies of the Prospectus covering the shares in the Holder’s possession; provided, however, that this obligation to deliver or destroy all copies of the Prospectus covering the shares shall not apply (i) to the extent the Holder 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 (ii) to the extent stored electronically on archival servers as a result of automatic data back-up.

Section 3.5      Reporting Obligations. As long as the Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holder with true and complete copies of all such filings. The Company further covenants that it shall take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell Class A Shares held by the Holder 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), including providing any legal opinions. Upon the request of the Holder, the Company shall deliver to the Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Section 3.6      Limitations on Registration Rights. Other than the registration rights granted in the Amended and Restated Registration Rights Agreement and in the subscription agreements with PIPE Investors, the Company does not have, and shall not, without the prior written consent of the Holder, enter into, any agreement with any holder or prospective holder of any securities of the Company that provide or would provide to such holder registration rights on a basis more favorable than the registration rights granted to the Holder herein.

article IV
INDEMNIFICATION AND CONTRIBUTION

Section 4.1      Indemnification

4.1.1            The Company agrees to indemnify, to the extent permitted by law, the Holder, its officers, directors, employees and agents and each Person who controls the Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus 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, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, except insofar as the same are caused by or contained in any information furnished in writing to the Company by the Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2            In connection with any Registration Statement in which the Holder is participating, the Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify 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 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 Holder expressly for use therein; provided, however, that the liability of the Holder shall be in proportion to and limited to the net proceeds received by the Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holder shall indemnify the Underwriters, their officers, directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3            Any Person entitled to indemnification herein shall (i) 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 materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, 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 (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or 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 any indemnified party a conflict of interest may exist 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.

4.1.4            The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person (within the meaning of the Securities Act) of such indemnified party and shall survive the transfer of securities.

4.1.5            If the indemnification provided under Section 4.1 hereof 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; provided, however, that the liability of the Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by the Holder in such offering giving rise to such liability. 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 subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. 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 subsection 4.1.5 from any Person who was not guilty of such fraudulent misrepresentation.

article V
GENERAL PROVISIONS

Section 5.1      Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

Section 5.2      Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt.

All communications sent to the Company shall be sent to: Archer Aviation Inc. 190 W. Tasman Drive, San Jose, CA 95134, Attention: General Counsel, email:                 , with a copy to the Company’s counsel at Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attention: Patrick Grilli, email:                .

All communications sent to the Purchaser shall be sent to: Stellantis N.V., Taurusavenue 1, 2132 LS Hoofddorp, the Netherlands, Attention: General Counsel, email:              , with a copy to FCA US LLC, 1000 Chrysler Drive, Auburn Hills, MI 48326, Attention: General Counsel North America, email:               .

Section 5.3      Assignment; No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the Holder hereunder may be freely assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder; provided, however, that the Holder may not assign or delegate its registration rights under Article II other than to an Affiliate of Holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and the permitted assigns of the applicable holder of Registrable Securities or of any assignee of the applicable holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 5.3. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Section 5.4      Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart and such counterparts may be delivered by the parties hereto via facsimile or electronic transmission.

Section 5.5      Amendment; Waiver. This Agreement may be amended or modified, and any provision hereof may be waived, in whole or in part, at any time pursuant to an agreement in writing executed by the Company and the Holder. Any failure by any party at any time to enforce any of the provisions of this Agreement shall not be construed a waiver of such provision or any other provisions hereof.

Section 5.6      Severability. In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto.

Section 5.7      Governing Law; Venue; Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the action in any such court is brought in an inconvenient forum, (ii) the venue of such action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

Section 5.8      Specific Performance. Each party acknowledges and agrees that the other parties hereto would be irreparably harmed and would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed by such first party in accordance with their specific terms or were otherwise breached by such first party. Accordingly, each party agrees that the other party hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law or in equity.

Section 5.9      Exercise Term. The Holder may not exercise its registration rights under Article II after: (i) the Holder no longer holds any Registrable Securities; and (ii) with respect to any Registrable Securities, seven (7) years after the date such Registrable Securities were issued to Holder.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Company has executed this Agreement as of the date first written above.

[Signature Page – Registration Rights Agreement]

IN WITNESS WHEREOF, the Holder has executed this Agreement as of the date first written above.

[Signature Page – Registration Rights Agreement]