Exhibit 99.1

SHAREHOLDER LETTER AGREEMENT

This SHAREHOLDER LETTER AGREEMENT (this “Agreement”), dated as of  December 23, 2024, is entered into by and between Mudrick Capital Management L.P. (“Mudrick Capital” and, together with any fund, entity or account that is managed, sponsored or advised by Mudrick Capital or its affiliates, the “Mudrick Investor”), Stephen Fitzpatrick (together with Imagination Aero Investments Limited and any other fund, entity or account that is affiliated with Stephen Fitzpatrick, the “SF Investor,” and together with the Mudrick Investor, the “Rights Holders”) and Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”). The Rights Holders and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement (as defined below).

WHEREAS, the Rights Holders, the Company and Vertical Aerospace Group Limited, a company incorporated under the laws of England and Wales, and a wholly-owned subsidiary of the Company (“VAGL”), entered into that certain Investment Agreement, dated as of  December 20, 2024 (the “Investment Agreement”), pursuant to which the Mudrick Investor agreed to, among other things, (a) convert half (approximately $130.2 million) of the total outstanding amount (consisting of the principal amount and accrued paid-in-kind interest) of the then-outstanding Notes (the “Partial Conversion”) and (b) make an investment of up to $50,000,000 into the Company by way of a subscription for Ordinary Shares (as defined below) and/or securities convertible into or exercisable for Ordinary Shares, in each case on the terms and subject to the conditions set forth in the Investment Agreement.

NOW, THEREFORE, in consideration of the transactions contemplated by the Investment Agreement, the Parties hereby agree as follows:

1.            Definitions. For purposes of this Agreement:

(a)            “Affiliates” means, with respect to any Person, any other Person who, directly or indirectly, through one or more intermediaries, controls such first Person or is controlled by said Person or is under common control with said Person, where “control” means power and ability to direct, directly or indirectly, or share equally in or cause the direction of, the management and/or policies of a Person, whether through ownership of voting shares or other equivalent interests of the controlled Person, by contract (including proxy) or otherwise;

(b)            “Articles” means the memorandum and articles of association of the Company, as in effect as of the effective date of the First Supplemental Indenture, and as may be amended from time to time;

(c)            “beneficial owner” has the meaning ascribed to such term under Rule 13d-3 of the Securities Exchange Act of 1934, as amended from time to time;

(d)            “Board” means the board of directors of the Company;

(e)            “Business” means the development and commercialization of electric vertical take-off and landing aircraft, the key underlying technology thereof, and supply of related services, including (i) the Company’s business and operations existing as of or prior to the Partial Conversion Date, and (ii) any other business, enterprise, venture or activities of the Company, or proposed business, enterprise, venture or activities with respect to which any of the Company has taken active and material steps to engage in, as of or prior to the Partial Conversion Date.

(f)            “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in London, England, the Cayman Islands and New York, New York are authorized or obligated by law to close;

(g)            “First Supplemental Indenture” means the first supplemental indenture to the Indenture to be entered into on the closing date of the Investment Agreement by the parties to the Indenture, amending certain terms of the Indenture relating to, among other things, a fixed conversion price for the Notes, an updated interest rate applicable to the Notes and extended maturity date of the Notes.

(h)            “Indenture” means the Indenture, dated as of December 16, 2021, among the Company and U.S. Bank National Association as trustee and collateral agent governing the Notes.

(i)             “New Securities” means Ordinary Shares and any other securities (including any equity securities or debt securities that are convertible into Ordinary Shares or other equity securities of the Company or any of its subsidiaries) which are to be issued by the Company or any of its subsidiaries;

(j)            “Notes” means the 7.00% / 9.00% Convertible Senior Secured PIK Toggle Notes due 2026 issued by the Company under the Indenture, as amended, supplemented, or replaced from time to time, including pursuant to the transactions contemplated in the Investment Agreement.

(k)            “Ordinary Shares” means the ordinary shares of the Company, with a par value of $0.001;

(l)            “Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization;

(m)            “Partial Conversion Date” means the date on which the Company delivers Ordinary Shares to the Mudrick Investor pursuant to the Partial Conversion; and

(n)            “VAGL Board” means the board of directors of VAGL.

2.            Participation Rights.

(a)            From and after the Partial Conversion Date and for so long as (i) the Mudrick Investor is the beneficial owner, directly or indirectly through its Affiliates, of at least 20% of the Ordinary Shares issued and outstanding or (ii) the SF Investor is the beneficial owner, directly or indirectly through its Affiliates, of greater than 3% of the Ordinary Shares issued and outstanding, if the Company or any of its subsidiaries proposes to offer or sell any New Securities (whether pursuant to a binding definitive agreement, non-binding term sheet or otherwise), the Company shall provide written notice to either or both of Mudrick Capital and Stephen Fitzpatrick (as applicable) (the “Offer Notice”) no later than five (5) Business Days prior to the launch of such offerings, stating: (A) its bona fide intention to offer such New Securities; (B) the number of such New Securities to be offered; (C) a description of the material terms of such New Securities, including the price upon which it proposes to offer such New Securities (including by providing such Rights Holder with copies of any material documentation or correspondence related thereto); and (D) the number of New Securities that each of the Rights Holders is entitled to purchase pursuant to Section 2(b).

(b)            Following receipt of the Offer Notice, each Rights Holder (as applicable) may elect to purchase or otherwise acquire, by written notification delivered to the Company within three (3) Business Days after the receipt of the Offer Notice, at a price and on the terms specified in the Offer Notice, up to such number of New Securities that equals the product of (i) the quotient of (A) the number of Ordinary Shares of which such Rights Holder is the beneficial owner, directly or indirectly through its Affiliates (assuming for purposes of calculation, in the case of the Mudrick Investor, that the Notes held by the Mudrick Investor from time to time and any other securities convertible into Ordinary Shares held by the Mudrick Investor had been converted in full), divided by (B) all Outstanding Shares then issued and outstanding (assuming for purposes of calculation, in the case of the Mudrick Investor that the Notes held by the Mudrick Investor from time to time and any other securities convertible into Ordinary Shares held by the Mudrick Investor had been converted in full), with the resulting fraction then multiplied by (ii) the number of New Securities to be offered by the Company.

(c)            The closing of any sale pursuant to Section 2(b) shall occur at the time of the closing of the offering and sale of such New Securities by the Company.

(d)            If all or some of the New Securities referred to in the Offer Notice that a Rights Holder is entitled to purchase pursuant to Section 2(b) are not elected to be purchased or acquired by one or both of the Rights Holders as provided in Section 2(b), the Company may, during the ninety (90)-day period following the expiration of the initial five (5) Business Day period provided in Section 2(a), offer and sell the remaining unsubscribed portion of such New Securities to any other Person (other than the applicable Rights Holder) at a price equal to or greater than the price set forth in the Offer Notice and on other terms not materially less favorable to the Company than those terms set forth in the Offer Notice. If the Company does not consummate the sale of some or all of such New Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and such unsold New Securities shall not be offered unless first reoffered to the Rights Holders in accordance with this Section 2.

(e)            Notwithstanding the foregoing provisions of Section 2, the rights provided to the Rights Holders under this Section 2 shall not apply to issuances or sales of New Securities (i) in connection with any stock split, stock dividend, share consolidation, share subdivision or recapitalization of the Company affecting all equityholders proportionately based on the number of Ordinary Shares then held by each such holder, (ii) as consideration in connection with a joint venture, merger, consolidation, acquisition or similar business combination by the Company, (iii) to employees, officers or directors of the Company or any of its subsidiaries as compensatory benefits in the ordinary course of business, (iv) in connection with the conversion of any outstanding convertible securities of the Company (including the Notes) or the exercise of any outstanding warrants or options of the Company, (v) pursuant to the Company’s warrant agreements in effect as at the date of this Agreement (including the issuance of Ordinary Shares underlying such warrants upon exercise), or (vi) in connection with the Company’s existing equity subscription line pursuant to a share purchase agreement, originally dated as of August 5, 2022 and amended and restated on September 22, 2022, by and between the Company and Nomura Securities International, Inc. (the “ELOC”) or similar “at-the-market” facility.

(f)             Notwithstanding any provisions to the contrary in this Section 2, any provision within this Section 2 may be waived with the prior written consent of each of the affected Rights Holder.

3.            Consent Rights of the Mudrick Investor. From the Partial Conversion Date and for so long as the Mudrick Investor is the beneficial owner, directly or indirectly through its Affiliates, of at least 35% of the Ordinary Shares issued and outstanding (assuming for purposes of calculation the Notes held by the Mudrick Investor from time to time and any other securities convertible into Ordinary Shares held by the Mudrick Investor had been converted in full), the Company shall not, without the prior written consent of Mudrick Capital:

(a)            propose the adoption of any amendment to the Articles (by virtue of merger, consolidation, reclassification, amendment or otherwise) that, if adopted, will materially and adversely affect the rights of the Mudrick Investor in respect of the appointment and removal of directors as set forth in the Articles; or

(b)            take any action to change the composition of the Board (as set forth in the Articles), other than in accordance with the Articles.

4.            Obligations of the Mudrick Investor.

(a)            Subject to complying with any duties, fiduciary or otherwise, the Mudrick Investor and any director appointed to the Board (from time-to-time) may owe to the Company, so long as the Mudrick Investor has the right to nominate a majority of directors to the Board pursuant to the Articles, the Mudrick Investor shall use good faith efforts to ensure that (i) the Company headquarters be maintained in the United Kingdom and the majority of the business operations of it and its subsidiaries, taken together, be maintained the United Kingdom, and (ii) that the Company name and brand identity remains “Vertical Aerospace”.

(b)            So long as the SF Investor is the beneficial owner, directly or indirectly through its Affiliates, of greater than 3% of the Ordinary Shares issued and outstanding, the Mudrick Investor shall take all actions necessary to ensure Stephen Fitzpatrick holds one (1) directorship position on the Board and one (1) directorship position on the VAGL Board, including voting in favor of any resolution to appoint Stephen Fitzpatrick to the Board and the VAGL Board.

5.            Rights of the SF Investor.

(a)            Equity Raises. So long as the SF Investor is the beneficial owner, directly or indirectly through its Affiliates, of greater than 3% of the Ordinary Shares issued and outstanding, the issuance of Ordinary Shares and any other securities (including any equity securities or debt securities that are convertible into Ordinary Shares or other equity securities of the Company or any of its subsidiaries) by way of capital markets fundraises (other than under the ELOC or similar “at-the market” facility), and the terms on which they are issued, shall be subject to the approval by either (i) a majority of the independent members of the Board or (ii) a committee of independent members of the Board.

(b)            Additional Directorship Rights. For so long as the SF Investor holds one (1) directorship position on the Board and/or one (1) directorship position on the VAGL Board:

(i)            The SF Investor shall have the right to appoint one (1) representative (who may act and vote on behalf of the SF Investor by way of proxy) for meetings of the Board or the VAGL Board, as applicable, if the SF Investor is unable to attend a meeting of the Board or the VAGL Board, respectively; and

(ii)            The SF Investor shall receive no compensation for service on either the Board or the VAGL Board, provided that the Company shall, for each year the SF Investor holds a directorship position on either the Board or the VAGL Board, reimburse the SF Investor for (A) the costs and expenses of the SF Investor’s administrative support required in connection with his directorship positions, subject to an annual cap consistent with the compensation due to other independent directors then serving on the Board, and (B) all reasonable actual and documented costs and expenses relating to travel for Board duties and legal fees required for regulatory compliance.

(c)            Consent Rights. So long as the SF Investor is the beneficial owner, directly or indirectly through its Affiliates, of greater than 3% of the Ordinary Shares issued and outstanding, the Company shall not, without the prior written consent of the SF Investor, propose the adoption of any amendment to the Articles (by virtue of merger, consolidation, reclassification, amendment or otherwise) that, once adopted, will materially and adversely affect the rights of the SF Investor in respect of the SF Investor’s right to remain on the Board and the VAGL Board.

6.            Non-Competition; Non-Solicitation; No-Hire.

(a)            Non-Competition. From and after the date hereof until the twelve (12) month anniversary of the date that the SF Investor no longer has the right to hold a directorship position on the Board (the “Restricted Period”), the SF Investor shall not, and shall cause each of its controlled Affiliates and its and their respective directors and officers not to, directly or indirectly, either for itself or on behalf of any other Person, own, acquire or control any interest, financial or otherwise, in, and/or otherwise manage, operate, control, or participate in the ownership, management, operation or control of, be employed by or otherwise engage in, any business that competes with the Business. Notwithstanding the foregoing, the ownership of less than five percent (5%) of the outstanding shares of capital stock of any entity whose equity is listed on a national (or comparable international) securities exchange will not constitute a breach of this Section 6(a).

(b)            Non-Solicitation; No-Hire. During the Restricted Period, the SF Investor shall not, and shall cause its controlled Affiliates and its and their respective directors and officers not to, directly or indirectly, either for itself or on behalf of any other Person, (i) hire, attempt to hire, solicit or recruit for employment, consulting or any similar arrangement, any employees of the Company or any of its subsidiaries (each such individual, a “Restricted Individual”) or (ii) induce or encourage any Restricted Individual to terminate his or her employment or arrangement with the Company or any subsidiary of the Company. Notwithstanding the foregoing, none of the following shall be deemed to be a breach of this Section 6(b): (x) placing general advertisements, solicitations or job posting disseminated electronically or published in a newspaper or periodical of general circulation or conducting a general bona fide recruitment process (including using a search firm, employment agency or other similar entity, provided that such entity has not been instructed by the SF Investor or its controlled Affiliates to solicit Restricted Individuals) that may be targeted to a particular geographic or technical area, but are not targeted specifically towards Restricted Individuals, and (y) hiring persons who have ceased to be employed by the Company or any of its subsidiaries at least twelve (12) months prior to being solicited for employment by the SF Investor or its controlled Affiliates.

(c)            Rights and Remedies for Breach; Specific Performance. The SF Investor agrees that the restrictions on such Party’s activities contained in this Section 6 are reasonable and necessary to protect the goodwill of the Company and other legitimate interests of the Mudrick Investor and the Company. The SF Investor also acknowledges and agrees that, were the SF Investor to breach the provisions of this Section 6, the harm to the Mudrick Investor and the Company, including the goodwill of the Company and the Mudrick Investor’s interest therein, would be substantial and irreparable and money damages would not afford the Mudrick Investor and the Company an adequate remedy. Accordingly, the SF Investor therefore agrees that in the event of such a breach or a threatened breach, Mudrick Capital and the Company shall, in addition to any other remedies available to it at law or in equity, have the right to specific performance and to obtain injunctive relief against any such breach or threatened breach, without the necessity of proving actual damages or posting a bond or other security. It is the intention of the Parties that if any of the restrictions or covenants contained in this Agreement are held to be for a length of time that is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such restrictions or covenants shall not be construed to be null, void and of no effect, but to the extent such restrictions or covenants would be valid or enforceable under applicable law, a court of competent jurisdiction shall have the right, power and authority to modify any restriction or covenant of this Agreement as such court shall deem necessary to cause such restrictions or covenants (as modified) to be valid and enforceable under such applicable law.

7.            Termination. Except for the provisions of this Section 7 and Section 8 hereto, which shall survive any termination hereunder, this Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the mutual written agreement of each of the parties hereto to terminate this Agreement; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any reasonably foreseeable consequential damages or equitable relief from such breach.

8.            Miscellaneous.

(a)            Assignment. This Agreement and all obligations of the Parties are personal to the Parties and may not be transferred or delegated by the Parties at any time. For the avoidance of doubt, in the event that the Mudrick Investor or the SF Investor transfers any of the Ordinary Shares it owns, the recipient of such Ordinary Shares shall not be entitled to any of the rights hereunder or subject to any of the obligations hereunder, and such transfer shall not affect, amend, terminate or otherwise alter the rights of the other Parties hereto.

(b)            Third Parties. Nothing contained in this Agreement shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a Party.

(c)            Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York, without giving effect to any choice of law or conflict of law, provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York. Each Party agrees that (a) any actions or proceedings arising in connection with this Agreement shall be brought, tried and determined only in the Federal courts of the United States or the courts of the State of New York, in each case located within the City of New York and (b) it will not bring any action or proceeding relating to this Agreement in any court other than the aforesaid courts. Each Party agrees that a final order in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in any other manner provided by applicable law.

(d)            WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

(e)            Further Assurances. The Parties will execute and deliver such agreements and documents and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

(f)            Notices. All notices and communications required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) Business Days after the date of overnight mailing, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to the Company, to:

Vertical Aerospace Ltd.

Unit 1 Camwal Court, Chapel Street

Bristol BS2 0UW

United Kingdom

Attn: xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Email: xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

With a copy to (which shall not constitute notice):

Latham & Watkins (London) LLP

99 Bishopsgate

London, EC2M 3XF

United Kingdom

Attn: xxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Email: xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

If to the Mudrick Investor, to:

Mudrick Capital Management L.P.

527 Madison Avenue, 6th Floor

New York, NY 10022

Attn: xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Email: xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

With a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attn: xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Email: xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

If to the SF Investor, to:

Stephen Fitzpatrick

United House, 9 Pembridge Road
London, W11 3JY

England

Email: xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

With a copy to (which shall not constitute notice):

Jones Day

21 Tudor Street

London EC4Y 0DJ

Attn: xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Email: xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

(g)            Consents, Amendments and Waivers.

(i)            Any term of this Agreement may be amended or waived only with the written consent of the Parties.

(ii)            No consent or waiver in respect of any provision of this Agreement shall be effective unless and until it is agreed in writing duly executed by or on behalf of the Party entitled to give the same or entitled to such right.

(iii)            No failure by a Party to exercise or delay in exercising any right, power or remedy provided by law or under this Agreement (or any part-exercise thereof) shall operate to impair the same or be construed as a waiver of it. No single or partial exercise of any such right, power or remedy shall prevent any further or other exercise of the same or the exercise of any other right. No waiver of any such right shall constitute a waiver of any other right. The rights provided in this Agreement are cumulative and not exclusive of any rights provided by law.

(h)            Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(i)            Entire Agreement. This Agreement, together with the Investment Agreement, shall constitute the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly canceled.

(j)            Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

[Shareholder Letter Agreement – Signature Page]

Exhibit 99.2

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of December 23, 2024 by Stephen Fitzpatrick, Imagination Aero Investments Limited, a company incorporated in England and Wales with company number 15467761 (collectively with any funds, investors, entities or accounts that are managed, sponsored or advised by Stephen Fitzpatrick, a “Holder” and collectively, the “Holders”) and VERTICAL AEROSPACE LTD., a Cayman Islands exempted company incorporated with limited liability, with its principal executive office at Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (the “Company”). The Holders, on one hand, and the Company, on the other hand, are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company and the Holders have entered into an investment agreement, dated December 20, 2024 (the “Investment Agreement”), pursuant to which certain parties have committed to purchase up to $50 million of equity or equity-linked securities issued by the Company, subject to the terms and conditions set forth therein;

WHEREAS, in connection with the entry into the Investment Agreement, the parties thereto have agreed that all remaining obligations arising pursuant to the IAIL Investment Agreement (as defined in the Investment Agreement), including (but not limited to) in respect of the second tranche $25 million funding commitment thereunder, shall expire as of the Partial Conversion Date (as defined in the Investment Agreement), and that such obligations shall be replaced by the SF Participation Rights (as set forth in the Investment Agreement);

WHEREAS, in view of the valuable consideration to be received by each Holder thereunder, the Company and each Holder desire to enter into this Agreement, pursuant to which the Lock-Up Shares (as defined below) shall become subject to the limitations on disposition and other restrictions as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.             For purposes of this Agreement:

(a)          the term “Change of Control” means the transfer, whether by tender offer, merger, consolidation or other similar transaction, in one transaction or a series of related transactions, to a person or group of affiliated persons, of share capital if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity);

(b)          the term “Affiliate” of a specified person means a person (including, for the avoidance of doubt, an individual) who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person;

(c)          the term “Immediate Family” means, with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings;

(d)          the term “Lock-Up Period” means the period beginning the date hereof, and ending on the earlier to occur of (i) the completion of the First Equity Offering (as defined in the Investment Agreement) and (ii) March 31, 2025;

(e)            the term “Lock-Up Shares” means ordinary shares of the Company, par value $0.001 per share beneficially owned by the Holders as of the Partial Conversion Date or purchased by any Holder during the Lock-Up Period, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted;

(f)          the term “Permitted Transferees” means any person to whom a Holder is permitted to transfer Lock-Up Shares prior to the expiration of the Lock-up Period pursuant to Section 2(a); and

(g)          the term “Transfer” means 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 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 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).

2.             Lock-Up Provisions.

(a)                 Each Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”). Notwithstanding the foregoing, each Holder or any of its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the Holder’s officers or directors; (ii) to any Affiliate(s) of the Holder (including, for the avoidance of doubt, Stephen Fitzpatrick); (iii) to any funds, investors, entities or accounts that are managed, sponsored or advised by Stephen Fitzpatrick or his affiliates; (iv) in respect of (i), (ii) or (iii), in the case of an individual, by gift to a member of such individual’s Immediate Family or to a trust, the beneficiary of which is a member of such individual’s Immediate Family or to a charitable organization; (v) in respect of (i), (ii) or (iii), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (vi) in the case of any Holder or Permitted Transferee that is a corporation, partnership, limited liability company, trust or other business entity, to any partners (general or limited), members, managers, shareholders or holders of similar equity interests in the Permitted Transferee (or, in each case, its nominee or custodian) or any of its Affiliates; (vii) by virtue of any binding law or order of a governmental entity or by virtue of any Holder or Permitted Transferee’s organizational documents upon liquidation or dissolution of the Holder or Permitted Transferee; (viii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by a Holder or a Permitted Transferee; or (ix) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case made to all holders of Ordinary Shares, involving a Change of Control (including negotiating and entering into an agreement providing for any such transaction), provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Shares shall remain subject to the Transfer Restriction.

(b)                During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF DECEMBER 23, 2024, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDERS NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Promptly upon the Transfer Restriction ceasing to apply in respect of a particular portion of Lock-Up Shares, the Company shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares.

(c)                 For the avoidance of any doubt, each Holder (or a Permitted Transferee, if applicable) shall retain all of its rights as a shareholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.

3.              Miscellaneous.

(a)                 Adjustment. The Lock-Up Shares referenced in this Agreement will be equitably adjusted on account of any changes in the equity securities of the Company by way of stock split, reverse stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means.

(b)                Transfers. If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such transferee of the Lock-Up Shares, as applicable, as one of its equity holders for any purpose. In order to enforce this Section 3(b), the Company may impose stop-transfer instructions with respect to any relevant Lock-Up Shares (and any permitted transferees and assigns thereof), as applicable, until the end of the Lock-Up Period.

(c)                 Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. Except as otherwise provided in this Agreement, this Agreement and all obligations of the Parties are personal to the Parties and may not be transferred or delegated by the Parties at any time.

(d)                Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

(e)                 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York, without giving effect to any choice of law or conflict of law, provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York. Each party hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 3(e) or in such other manner as may be permitted by applicable law, that such process may be served in the manner of giving notices in Section 3(h) and that nothing in this Section 3(e) shall affect the right of any party to serve legal process in any other manner permitted by applicable law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Federal courts of the United States or the courts of the State of New York, in each case located within the City of New York, in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any order in respect thereof, (c) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Federal courts of the United States or the courts of the State of New York, in each case located within the City of New York, (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each party hereto agrees that a final order in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in any other manner provided by applicable law.

(f)                  WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3(f).

(g)                 Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(h)                 Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by e-mail (having obtained electronic delivery confirmation thereof), (iii) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, provided, however, that notice given pursuant to clauses (iii) and (iv) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (having obtained electronic delivery confirmation thereof), in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

(i)                  Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and each Holder. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(j)                  Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(k)                 Specific Performance. Each Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by such Holder, money damages will be inadequate and the Company will have no adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by such Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by such Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

(l)                  Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly canceled. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Company or any of the obligations of the Holders under any other agreement between the Holders and the Company, or any certificate or instrument executed by the Holders in favor of the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Company or any of the obligations of the Holders under this Agreement.

(m)                Further Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting Party’s reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(n)                 Counterparts. This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail, in .pdf or any other form of electronic delivery (including any electronic signature complying with U.S. federal ESIGN Act of 2000) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement..

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Signature Page to Lock-Up Agreement]

[Signature Page to Lock-Up Agreement]

Exhibit 99.3

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of December 23, 2024 by MUDRICK CAPITAL MANAGEMENT, L.P. on behalf of the funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates and listed hereto in Annex A (each, a “Holder” and collectively, the “Holders”) and VERTICAL AEROSPACE LTD., a Cayman Islands exempted company incorporated with limited liability, with its principal executive office at Unit 1 Camwal Court, Chapel Street Bristol BS2 0UW United Kingdom (the “Company”). The Holders, on one hand, and the Company, on the other hand, are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company and the Holders have previously entered into an investment agreement, dated December 20, 2024 (the “Investment Agreement”), pursuant to which the Holders have committed to purchase up to $50 million of equity or equity-linked securities issued by the Company, subject to the terms and conditions set forth therein;

WHEREAS, pursuant to the Notices of Conversion issued by each of the Holders to the Company pursuant to the Indenture, dated as of December 16, 2021 (as amended, the “Indenture”), by and among the Company and U.S. Bank National Association, as trustee, among others, governing the 10.00% / 12.00% Convertible Senior Secured PIK Toggle Notes due 2028 (the “Notes”), each Holder converted, and the Company issued to each Holder newly-issued ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) in connection with such conversion (such date of issuance, the “Partial Conversion Date”). Upon consummation of transactions contemplated by the Notices of Conversion, each Holder owns Ordinary Shares in the amounts set forth in Annex A (such Ordinary Shares, the “Shares”).

WHEREAS, in view of the valuable consideration to be received by each Holder thereunder, the Company and each Holder desire to enter into this Agreement, pursuant to which the Shares shall become subject to the limitations on disposition and other restrictions as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.             For purposes of this Agreement:

(a)          the term “Change of Control” means the transfer, whether by tender offer, merger, consolidation or other similar transaction, in one transaction or a series of related transactions, to a person or group of affiliated persons, of share capital if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity);

(b)          the term “Affiliate” of a specified person means a person (including, for the avoidance of doubt, an individual) who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person;

(c)          the term “Immediate Family” means, with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings;

(d)          the term “Lock-Up Period” means the period beginning the date hereof, and ending on the earlier to occur of (i) the completion of the First Equity Offering (as defined in the Investment Agreement) and (ii) March 31, 2025;

(e)          the term “Lock-Up Shares” means Shares issued to the Holders on the Partial Conversion Date pursuant to the Indenture in the amounts set forth in Annex A hereto, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted;

(f)          the term “Permitted Transferees” means any person to whom a Holder is permitted to transfer Lock-Up Shares prior to the expiration of the Lock-up Period pursuant to Section 2(a); and

(g)          the term “Transfer” means 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 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 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).

2.            Lock-Up Provisions.

(a)          Each Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”). Notwithstanding the foregoing, each Holder or any of its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the Holder’s officers or directors; (ii) to any Affiliate(s) of the Holder; (iii) to any funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates, (iv) in respect of (i), (ii) or (iii), in the case of an individual, by gift to a member of such individual’s Immediate Family or to a trust, the beneficiary of which is a member of such individual’s Immediate Family or to a charitable organization; (iv) in respect of (i), (ii) or (iii), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (v) in the case of any Holder or Permitted Transferee that is a corporation, partnership, limited liability company, trust or other business entity, to any partners (general or limited), members, managers, shareholders or holders of similar equity interests in the Permitted Transferee (or, in each case, its nominee or custodian) or any of its Affiliates; (vi) by virtue of any binding law or order of a governmental entity or by virtue of any Holder or Permitted Transferee’s organizational documents upon liquidation or dissolution of the Holder or Permitted Transferee; (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by a Holder or a Permitted Transferee; or (viii) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case made to all holders of Ordinary Shares, involving a Change of Control (including negotiating and entering into an agreement providing for any such transaction), provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Shares shall remain subject to the Transfer Restriction.

(b)          During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF DECEMBER 23, 2024, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDERS NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Promptly upon the Transfer Restriction ceasing to apply in respect of a particular portion of Lock-Up Shares, the Company shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares.

(c)          For the avoidance of any doubt, each Holder (or a Permitted Transferee, if applicable) shall retain all of its rights as a shareholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.

3.              Miscellaneous.

(a)          Adjustment. The Shares referenced in this Agreement will be equitably adjusted on account of any changes in the equity securities of the Company by way of stock split, reverse stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means.

(b)          Transfers. If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such transferee of the Lock-Up Shares, as applicable, as one of its equity holders for any purpose. In order to enforce this Section 3(b), the Company may impose stop-transfer instructions with respect to any relevant Lock-Up Shares (and any permitted transferees and assigns thereof), as applicable, until the end of the Lock-Up Period.

(c)          Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. Except as otherwise provided in this Agreement, this Agreement and all obligations of the Parties are personal to the Parties and may not be transferred or delegated by the Parties at any time.

(d)          Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

(e)          Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York, without giving effect to any choice of law or conflict of law, provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York. Each party hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 3(e) or in such other manner as may be permitted by applicable law, that such process may be served in the manner of giving notices in Section 3(h) and that nothing in this Section 3(e) shall affect the right of any party to serve legal process in any other manner permitted by applicable law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Federal courts of the United States or the courts of the State of New York, in each case located within the City of New York, in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any order in respect thereof, (c) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Federal courts of the United States or the courts of the State of New York, in each case located within the City of New York, (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each party hereto agrees that a final order in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in any other manner provided by applicable law.

(f)           WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3(f).

(g)         Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(h)          Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by e-mail (having obtained electronic delivery confirmation thereof), (iii) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, provided, however, that notice given pursuant to clauses (iii) and (iv) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (having obtained electronic delivery confirmation thereof), in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice): 

(i)           Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and each Holder. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(j)           Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(k)          Specific Performance. Each Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by such Holder, money damages will be inadequate and the Company will have no adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by such Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by such Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

(l)           Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly canceled. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Company or any of the obligations of the Holders under any other agreement between the Holders and the Company, or any certificate or instrument executed by the Holders in favor of the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Company or any of the obligations of the Holders under this Agreement.

(m)         Further Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting Party’s reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(n)         Counterparts. This Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail, in .pdf or any other form of electronic delivery (including any electronic signature complying with U.S. federal ESIGN Act of 2000) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement..

[Remainder of Page Intentionally Left Blank]

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Signature Page to Lock-Up Agreement]

[Signature Page to Lock-Up Agreement]

Exhibit 99.4

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2024, is by and between MUDRICK CAPITAL MANAGEMENT, L.P. (“Mudrick Capital”) on behalf of the funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates and listed hereto in Annex A (each, a “Holder” and collectively, the “Holders”) and VERTICAL AEROSPACE LTD., a Cayman Islands exempted company with limited liability (the “Company”).

RECITALS

WHEREAS, the Company and Mudrick Capital have entered into that certain Investment Agreement dated as of December 19, 2024 (the “Investment Agreement”), by and among the Company, Mudrick Capital, Vertical Aerospace Group Limited, a wholly owned subsidiary of the Company, Stephen Fitzpatrick, the Company’s majority shareholder and director and Imagination Aero Investments Limited, a company wholly owned by Mr. Fitzpatrick, pursuant to which Holders agreed to purchase, and the Company agreed to issue and sell to Holders, up to $50,000,000 of newly issued Ordinary Shares (as defined below) at purchase price specified in the Investment Agreement, resulting in aggregate gross proceeds of up to $50 million to the Company.

WHEREAS, pursuant to the Notices of Conversion issued and delivered by each of the Holders to the Company on December 23, 2024 pursuant to the Indenture, dated as of December 16, 2021 (as amended, the “Indenture”), by and among the Company and U.S. Bank National Association, as trustee, among others, governing the 10.00% / 12.00% Convertible Senior Secured PIK Toggle Notes due 2028 (the “Notes”), on the date hereof (the “Partial Conversion Date”), each Holder converted, and the Company issued to each Holder newly-issued Ordinary Shares (as defined below) in connection with such conversion. Upon consummation of transactions contemplated by the Notices of Conversion, each Holder owns Ordinary Shares in the amounts set forth in Annex A (such Ordinary Shares, the “Converted Shares”).

WHEREAS, as of the date hereof, after the conversion of the Converted Shares, an aggregate principal amount of $130,194,859 remains outstanding under the Notes, which, together with any paid-in-kind interest that may accrue under the Notes, is convertible into newly-issued Ordinary Shares in accordance with the terms of the Indenture (such Ordinary Shares, the “Unconverted Shares”);

WHEREAS, The Company filed a registration statement on Form F-3 (File Number: 333-270756) with the Commission (as defined below) on March 22, 2023, which was declared effective by the Commission (as defined below) on March 30, 2023, relating to the offering and sale from time to time by the selling shareholders named therein of up to 1,985,024 Ordinary Shares issuable upon the conversion of the Notes and 837,880 Ordinary Shares issuable as paid-in-kind interest under the Notes, each as adjusted to reflect the one-for-ten reverse share split of the Company’s issued and unissued ordinary shares and preferred shares effected on September 20, 2024 (collectively, the “Registered Shares”);

WHEREAS, concurrently with the execution of this Agreement, the Holders are entering into a lock-up agreement with the Company (the “Lock-Up Agreement”), pursuant to which, among other things, the Holders agree not to transfer the Converted Shares for a certain period of time following issuance of the Converted Shares, subject to certain exceptions specified therein.

Pursuant to the terms of, and in consideration for Mudrick Capital entering into, the Investment Agreement, the Company has agreed to provide the Holders with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Investment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the Holders hereby agree as follows:

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Investment Agreement. As used in this Agreement, the following terms shall have the following meanings:

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

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

“Commission” means the U.S. Securities and Exchange Commission or any successor entity.

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

“Converted Shares” shall have the meaning given in the Recitals hereto.

“Effective Date” means the date that the applicable Registration Statement has been declared effective by the Commission.

“Effectiveness Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2.1(a), the earlier of (A) the 90^th calendar day after the Partial Conversion Date, if such Registration Statement is subject to review by the Commission, or (B) the 30^th calendar day after the Partial Conversion Date, if the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed and (ii) with respect to any New Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of (A) the 90^th calendar day following the Filing Deadline if such Registration Statement is subject to review by the Commission, and (B) the 45^th calendar day following the Filing Deadline if the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed.

“Eligible Market” means The New York Stock Exchange, Inc., NYSE AMEX Equities, the NASDAQ Global Select Market, The NASDAQ Global Market or the NASDAQ Capital Market.

“Filing Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2.1(a), the 30^th calendar day following the Partial Conversion Date and (ii) with respect to any New Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the 45^th calendar day following the date on which the Staff of the Commission will permit such New Registration Statement to be filed with the Commission or the most recent prior New Registration Statement, as applicable, or such other date as permitted by the Commission (or if such day is not a Business Day, the next following Business Day).

“Holder” or “Holders” shall have the meaning given in the Preamble hereto.

“Indenture” shall have the meaning given in the Recitals hereto.

“Initial Registration Statement” shall have the meaning given in Section 2.1(a).

“Investment Agreement” shall have the meaning given in the Recitals hereto.

“Legal Counsel” shall have the meaning given in Section 2.3.

“Lock-Up Agreement” shall have the meaning given in the Recitals hereto.

“Maximum Number of Securities” shall have the meaning given in Section 2.2(c).

“New Registration Statement” shall have the meaning given in Section 2.4.

“Notes” shall have the meaning given in the Recitals hereto.

“Offering” shall have the meaning given in Section 2.1(b).

“Offering Notice” shall have the meaning given in Section 2.1(b).

“Ordinary Shares” means the ordinary shares of the Company, par value $0.001 per share.

“Partial Conversion Date” shall have the meaning given in the Recitals hereto.

“Person” means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

“Piggyback Registration” shall have the meaning given in Section 2.2(a).

“PIPE Registration Rights Agreement” means the Registration Rights Agreement, dated December 15, 2021, by and among the Company, the holders listed in Exhibit A attached thereto and Broadstone Acquisition Corp. for the limited purpose set forth in Section 5.5 thereto.

“Prior Holder” means either a “Holder” as defined in the PIPE Registration Rights Agreement or the “Investor” as defined in the SF Registration Rights Agreement.

“Prior Holder Securities” means those securities that constitute “Registrable Securities” under the Prior Registration Rights Agreements.

“Prior Registration Rights Agreements” means the PIPE Registration Rights Agreement and the SF Registration Rights Agreement.

“Prospectus” means the prospectus in the form included in the Registration Statement at the applicable Effective Date of the Registration Statement, as supplemented from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.

“Prospectus Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.

“register,” “registered” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the Commission.

“Registered Shares” shall have the meaning given in the Preamble.

“Registrable Securities” means the Shares and any share capital of the Company issued or issuable with respect to such Shares as a result of any share subdivisions, share capitalizations, reorganizations, recapitalizations, exchange or similar event or otherwise, in each case until such time as such securities cease to be Registrable Securities pursuant to Section 2.7.

“Registration Statement” means a registration statement or registration statements of the Company (including any New Registration Statement, as the content may require) filed under the Securities Act covering the resale by the Holders of Registrable Securities, as such registration statement or registration statements may be amended and supplemented from time to time, including all documents filed as part thereof or incorporated by reference therein.

“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the Commission that may at any time permit the Holders to sell securities of the Company to the public without registration.

“Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the Commission providing for offering securities on a delayed or continuous basis.

“SF Registration Rights Agreement” means the Registration Rights Agreement, dated March 13, 2024, by and between the Company and Imagination Aero Investments Limited.

“Shares” shall mean the total number of Converted Shares and Unconverted Shares, minus the total number of Registered Shares.

“Staff” shall have the meaning given in Section 2.4.

“Trading Day” shall mean any day on which the Trading Market or, if the Ordinary Shares are then listed on an Eligible Market, such Eligible Market is open for trading (regular way), including any day on which the Trading Market (or such Eligible Market, as applicable) is open for trading (regular way) for a period of time less than the customary time.

“Trading Market” means The New York Stock Exchange, Inc.

“Transaction Documents” shall have the meaning given to it in the Investment Agreement.

“Unconverted Shares” shall have the meaning given in the Preamble.

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

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

Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following obligations:

With a view to making available to the Holders the benefits of Rule 144, the Company agrees to:

[Signature Pages Follow]

IN WITNESS WHEREOF, Holders and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

[Registration Rights Agreement – Signature Page]

[Registration Rights Agreement – Signature Page] 

Exhibit 99.5

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (the “Termination Agreement”) is made and entered into as of December 23, 2024 (the “Effective Date”), by and between Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”) and Stephen Fitzpatrick (the “Rights Holder” and together with the Company, the “Parties”).

WHEREAS, the Parties have entered into that certain SF Reserved Matters Letter Agreement, dated as of March 13, 2024 (the “Agreement”), pursuant to which the Company granted certain corporate governance rights to the Rights Holder;

WHEREAS, pursuant to Section 6(a) of the Agreement, the Agreement may be terminated by mutual written consent of the Parties;

WHEREAS, the Parties mutually agree to terminate the Agreement and release each other from their respective obligations thereunder;

WHEREAS, the Parties agree that capitalized terms not otherwise defined in this Termination Agreement shall have the same meaning as set out in the forbearance agreement entered into between, amongst others, the Company, the Rights Holder and Mudrick Capital Management L.P. (the "Forbearance Agreement");

NOW, THEREFORE, in consideration of the promises contained in this Termination Agreement, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree as follows:

1.            Termination of Agreement. Subject to Section 3 hereof, each of the Parties hereby mutually agrees that the Agreement and each of their respective rights, benefits, burdens and obligations thereunder shall, pursuant to Section 6(a) of the Agreement, be terminated. As a result of the termination of the Agreement, no Party to the Agreement shall have any further or continuing rights, obligations, liabilities or responsibilities of any kind whatsoever to any other party. Each of the Parties hereto hereby waives any and all notice obligations to the other Party set forth in Section 6(f) of the Agreement or elsewhere therein. For the avoidance of doubt, until the satisfaction of each of the Conditions Precedent set out in Section 3 hereof, the Agreement shall remain in full force and the Rights Holder shall have the right to exercise all rights and benefits pursuant to the Agreement.

2.            Releases. Subject to Section 3 hereof, each Party, for itself, its subsidiaries, and its successors and assigns, hereby (i) releases and forever discharges the other Party and its affiliates and their respective employees, stockholders, members, owners, directors, managers, officers, representatives, agents, successors and assigns from any and all duties, obligations and agreements of every kind (known or unknown) that in any way arise from or are related to the Agreement and (ii) waives any and all claims and remedies based on any breach of the Agreement. All third parties included within the scope of this Section 2 are expressly agreed by the Parties to be third party beneficiaries of this Termination Agreement.

3.            Conditions Precedent. The effectiveness of this Termination Agreement, in particular the termination of the Agreement as set out in Section 1 above, shall be conditional upon the occurrence of the following events (collectively, the "Conditions Precedent"):

(a)            the execution and delivery of the following agreements by the respective parties:

(b)            no Event of Termination having occurred and which is continuing under the Forbearance Agreement as of the date of the condition set forth in Section 3(c) below being satisfied; and

(c)            each of the Indenture Amendments, the Partial Conversion and the Indenture Enhancements having been completed, satisfied and/or delivered as set out in accordance with the Forbearance Agreement on or before the Long Stop Date (as defined in the Forbearance Agreement).

4.          Representations and Warranties. Each Party represents and warrants as follows:

(a)            Each Party is duly authorized and empowered to execute and enter into this Termination Agreement.

(b)            Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Termination Agreement.

(c)            Each Party is aware that it may hereafter discover claims or facts in addition to or different from those it now knows or believes to be true with respect to the matters related herein. Nevertheless, it is the intention of the Parties to fully, finally, and forever settle and release all such matters, and claims relative thereto, which do now exist, or heretofore have existed between them. In furtherance of such intention, the releases given under Section 3 of this Termination Agreement shall be and remain as full and complete releases of all such matters, notwithstanding the discovery or existence of any additional or different claims or facts relative thereto.

5.            Miscellaneous.

(a)            Severability. In case any provision in this Termination Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(b)            Successors and Assigns; Third-Party Beneficiaries. This Termination Agreement shall inure to the benefit of and bind the respective successors and permitted assigns of the Parties. Mudrick Capital shall be a third-party beneficiary to this Termination Agreement and shall have the right to enforce this Termination Agreement directly as if it were a Party hereto. Except as expressly set forth herein (including the foregoing sentence), nothing expressed or referred to in this Termination Agreement is intended or shall be construed to give any person other than the Parties to this Termination Agreement or their respective successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of this Termination Agreement or any provision contained herein, it being the intention of the Parties to this Termination Agreement that, except as expressly set forth herein (including the foregoing sentence), this Termination Agreement be for the sole and exclusive benefit of such Parties or such successors and assigns and not for the benefit of any other person. All third parties included within the scope of this Section 5(b) are expressly agreed by the Parties to be third party beneficiaries of this Termination Agreement.

(c)            Waiver. No delay or omission on the part of any Party hereto in exercising any right hereunder shall operate as a waiver of such right or any other right under this Termination Agreement.

(d)            Non-Disparagement. Except as required by law or legal process, each Party agrees that it shall not disparage, defame or criticize the other Party, its affiliates, directors, officers, agents, partners, shareholders or employees in a non-constructive manner, either publicly or privately.

(e)            Governing Law; Jurisdiction. This Termination Agreement shall be governed by and construed in accordance with the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York, without giving effect to any choice of law or conflict of law, provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York. Each Party agrees that (a) any actions or proceedings arising in connection with this Termination Agreement shall be brought, tried and determined only in the Federal courts of the United States or the courts of the State of New York, in each case located within the City of New York and (b) it will not bring any action or proceeding relating to this Termination Agreement in any court other than the aforesaid courts. Each party agrees that a final order in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in any other manner provided by applicable law.

(f)            WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS TERMINATION AGREEMENT.

(g)            No Admissions. The Parties agree that this Termination Agreement is a mutual agreement and does not constitute an admission of liability or wrongdoing by either party.

(h)            Counterparts; Facsimile. This Termination Agreement may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(i)            Entire Agreement; Survival. This Termination Agreement constitutes the entire contract between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, of the Parties, and there are no representations, warranties or other agreements among the Parties in connection with the subject matter hereof, except as specifically set forth herein. No change, modification or amendment of this Termination Agreement shall be valid unless the same be in writing and signed by each of the Parties to be bound following written consent of Mudrick Capital. No waiver of any provision of this Termination Agreement shall be valid unless in writing and signed by the Party to be charged following written consent of Mudrick Capital.

[Signature Page Follows]

[Termination Agreement – Signature Page]

[Termination Agreement – Signature Page]

Exhibit 99.6

Vertical Aerospace Finalises Investment Agreement

·        Mudrick Capital Management enters into investment agreement to commit up to $50 million of new funding and converts $130 million debt into equity at fixed conversion price 

·        Shareholder support paves way for funding round expected to close in Q1 2025

London, UK; New York, USA – 23 December 2024 

Vertical Aerospace Ltd. (“Vertical” or the “Company”) (NYSE: EVTL; EVTLW), a global aerospace and technology company that is pioneering electric aviation, has entered into definitive documents and received shareholder approval for a transaction that includes up to $50 million in new committed funding.

Today’s announcement marks the significant advancement of the agreement in principle, announced in November, aimed at strengthening Vertical’s balance sheet by approximately $180 million and accelerating the Company’s Flightpath 2030 strategy.

Stuart Simpson, CEO at Vertical, said:

“Ending this momentous year with a finalised funding commitment and strong shareholder backing is a tremendous milestone. This moment sets us up perfectly for our biggest year yet - with new investment, piloted testing progress and major technological developments all on the cards.”

Jason Mudrick, Founder and Chief Investment Officer at Mudrick Capital Management, said:

“Vertical is revolutionizing how the world moves, and we are proud to play a pivotal role in positioning the company for success. We look forward to continuing to partner with Vertical’s exceptional team and contributing capital market and other expertise in helping to bring their groundbreaking product offering to reality.”

Today’s announcement includes:

Notes to Editors

About Vertical Aerospace 

Vertical Aerospace is a global aerospace and technology company pioneering electric aviation. Vertical is creating a safer, cleaner and quieter way to travel. Vertical’s VX4 is a piloted, four passenger, Electric Vertical Take-Off and Landing (eVTOL) aircraft, with zero operating emissions. Vertical combines partnering with leading aerospace companies, including GKN Aerospace, Honeywell and Leonardo, with developing its own proprietary battery and propeller technology to develop the world’s most advanced and safest eVTOL.

Vertical has c.1,500 pre-orders of the VX4, with customers across four continents, including American Airlines, Japan Airlines, GOL and Bristow. Headquartered in Bristol, the epicentre of the UK’s aerospace industry, Vertical was founded in 2016 by Stephen Fitzpatrick, founder of the OVO Group, Europe’s largest independent energy retailer. Vertical’s experienced leadership team comes from top tier automotive and aerospace companies such as Rolls-Royce, Airbus, GM and Leonardo. Together they have previously certified and supported over 30 different civil and military aircraft and propulsion systems.

For more information:

Justin Bates, Head of Communications 

justin.bates@vertical-aerospace.com 

+44 7878 357 463

Samuel Emden, Head of Investor Affairs 

samuel.emden@vertical-aerospace.com 

+44 7816 459 904

Forward-Looking Statements 

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Any express or implied statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding completion of the committed funding from Mudrick Capital and use of proceeds therefrom, the sufficiency of the proceeds from the committed funding to meet the Company’s more immediate capital expenditure requirements, the Company’s satisfaction of all closing conditions to the committed funding, our ability and plans to raise additional capital to fund our operations, statements regarding the design and manufacture of the VX4, our future results of operations and financial position and expected financial performance and operational performance, liquidity, growth and profitability strategies, business strategy and plans and objectives of management for future operations, including the building and testing of our prototype aircrafts on timelines projected, selection of suppliers, certification and the commercialization of the VX4 and our ability to achieve regulatory certification of our aircraft product on any particular timeline or at all, our plans to mitigate the risk that we are unable to continue as a going concern, our plans for capital expenditures, the expectations surrounding pre-orders and commitments, the features and capabilities of the VX4, the transition towards a net-zero emissions economy, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate,” “will,” “aim,” “potential,” “continue,” “are likely to” and similar statements of a future or forward-looking nature. Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: our limited operating history without manufactured non-prototype aircraft or completed eVTOL aircraft customer order; our potential inability to raise additional funds when we need or want them, or at all, to fund our operations; our limited cash and cash equivalents and recurring losses from our operations raise significant doubt (or raise substantial doubt as contemplated by PCAOB standards) regarding our ability to continue as a going concern; our potential inability to produce or launch aircraft in the volumes or timelines projected; the potential inability to obtain the necessary certifications for production and operation within any projected timeline, or at all; the inability for our aircraft to perform at the level we expect and may have potential defects; our history of losses and the expectation to incur significant expenses and continuing losses for the foreseeable future; the market for eVTOL aircraft being in a relatively early stage; any accidents or incidents involving eVTOL aircraft could harm our business; our dependence on partners and suppliers for the components in our aircraft and for operational needs; the potential that certain strategic partnerships may not materialize into long-term partnership arrangements; all of the pre-orders received are conditional and may be terminated at any time and any predelivery payments may be fully refundable upon certain specified dates; any circumstances; any potential failure to effectively manage our growth; our inability to recruit and retain senior management and other highly skilled personnel; we have previously identified material weaknesses in our internal controls over financial reporting which if we fail to properly remediate, could adversely affect our results of operations, investor confidence in us and the market price of our ordinary shares; as a foreign private issuer we follow certain home country corporate governance rules, are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company; and the other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on March 14, 2024, as such factors may be updated from time to time in our other filings with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. We disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.