Exhibit 10.2


 


AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT


 


This AMENDED AND RESTATED
SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into on November  , 2022, by and between Lilium
N.V., a Dutch public limited liability company (naamloze vennootschap) (“Lilium”), and each Investor
identified on the signature pages hereto (each an “Investor” and collectively the “Investors”).


 


WHEREAS, Lilium and the Investors
previously executed that certain Securities Purchase Agreement on November 2, 2022 (the “Original Agreement”).


 


WHEREAS, Lilium and the Investors
desire to amend and restate the Original Agreement as set forth herein.


 


WHEREAS, Lilium and the Investors
are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) and/or
Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).


 


WHEREAS, each Investor wishes
to purchase, and Lilium wishes to sell, upon the terms and conditions stated in this Agreement, (i) such number of Lilium’s
ordinary shares A, with a nominal value of €0.12 per share (the “Class A Ordinary Shares”) which,
in the aggregate is equivalent to (x) the dollar amount set forth opposite such Investor’s name on Exhibit A hereto
divided by (y) the Per Share Purchase Price (as defined below) (as adjusted pursuant to Section 1 hereof) (the aggregate
number of Class A Ordinary Shares issued hereunder shall be referred to as the “Shares”) and (ii) a
warrant to acquire one half (0.5) of a Class A Ordinary Share for each Share purchased by such Investor hereunder (collectively,
the “Warrants” and as exercised, the “Warrant Shares”), in substantially the form
attached hereto as Exhibit B. The Shares, the Warrants and the Warrant Shares collectively are referred to herein as the “Securities”.
This Agreement, the Warrants and any other documents or agreements executed and delivered to the Investors in connection with the transactions
contemplated hereunder are herein referred to as the “Transaction Documents”.


 


WHEREAS, from the date hereof
through the Closing Date (as defined below), certain other “qualified institutional buyers” (as defined in Rule 144A
under the Securities Act), other institutional “accredited investors” or other “accredited investors” (each within
the meaning of Rule 501(a) under the Securities Act) (the “Other Investors”) are entering into substantially
similar securities purchase agreements with Lilium to this Agreement (the “Other Securities Purchase Agreements”),
pursuant to which the Other Investors shall purchase from Lilium Class A Ordinary Shares and warrants to acquire Class A Ordinary
Shares. The issuance of the Shares and Warrants pursuant to this Agreement, the issuance of Class A Ordinary Shares and warrants
to acquire Class A Ordinary Shares pursuant to the Other Securities Purchase Agreements, and the Registered Transaction (as defined
below), in each case only if in exchange for U.S. dollars in immediately available funds, are collectively referred to as the “Capital
Raise”. For the avoidance of doubt, issuances of Class A Ordinary Shares and warrants to acquire Class A Ordinary
Shares to business partners of Lilium made pursuant to Other Securities Purchase Agreements entered into between the date hereof and the
Closing Date may be included in the Capital Raise, so long as payment to Lilium is made in U.S. dollars in immediately available funds,
whether or not such business partners may receive payments from Lilium in cash or otherwise pursuant to existing agreements relating to
the provision of goods or services.


 


WHEREAS, concurrent with the
transactions contemplated hereby, Lilium intends to engage in a registered direct offering of its Class A Ordinary Shares and warrants
to acquire its Class A Ordinary Shares (such transaction, the “Registered Transaction”).


 






     

     


    

 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending
to be legally bound hereby, Lilium and each Investor, severally and not jointly, acknowledges and agrees as follows:


 


1.             Purchase
and Sale. At Closing (as defined below), each Investor hereby agrees to purchase from Lilium, and Lilium agrees to issue and sell
to such Investor, such number of Shares which, in the aggregate is equivalent to (x) the dollar amount set forth opposite such Investor’s
name on Exhibit A hereto divided by (y) $1.30 (such price, the “Per Share Purchase Price”),
on the terms and subject to the conditions provided for herein (provided, however, that if such dollar amount described in clause
(x) above would result in the issuance of a fraction of a Class A Ordinary Share, the number of Class A Ordinary Shares
issuable to the Investor pursuant to Section 2(a) shall be rounded down to the nearest whole Class A Ordinary Share and
the aggregate Per Share Purchase Price payable by the Investor to Lilium pursuant to Section 2(a) shall be net of the dollar
amount associated with such fractional Class A Ordinary Share). At the Closing, upon the terms set forth herein, together with its
purchase of Shares, each Investor shall also receive a Warrant, for no additional consideration, exercisable for such number of Warrant
Shares equal to one half (0.5) of a Class A Ordinary Share for each Share purchased by such Investor hereunder at a price per Warrant
Share equal to 100% of the Per Share Purchase Price.


 


2.             Closing.


 


(a)            The
closing of the sale of the Shares and Warrants contemplated hereby (the “Closing”) shall occur on November 22,
2022 (the “Closing Date”), which is two (2) trading days after the pricing of the Registered Transaction
on November 18, 2022 (such date, the “Pricing Date”), or on such later date on which the conditions set
forth in Section 3 of this Agreement have been satisfied or, to the extent permissible, waived by the party or parties entitled to
the benefit of such conditions (other than those conditions set forth in Section 3 of this Agreement that by their nature are to
be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver by the party or parties entitled to
the benefit of such conditions, of such conditions at the Closing); provided, however, that in the case of each [•], solely
to the extent the existing authorizations granted by the general meeting of Lilium shareholders to Lilium’s board of directors to
issue shares in Lilium’s capital and to exclude or restrict pre-emptive rights in relation to such issuances is insufficient to
issue the Securities to be purchased by Investors hereunder and the securities to be purchased by the Other Investors pursuant to the
Other Securities Purchase Agreements (and after giving effect to the Registered Transaction), Lilium may provide notice to such Investor,
no later than the Pricing Date, that, subject to the following sentence, the closing of the issuance and sale of Securities to such Investor
as contemplated hereby, or a portion thereof, will occur on the fifth (5th) business day following the date on which the general
meeting of Lilium shareholders has granted an authorization to Lilium’s board of directors sufficient to issue such Securities (and
to exclude or restrict pre-emptive rights in relation to such issuances) (provided that Lilium shall send written notice to such Investor
on the day such authorization by the general meeting of Lilium’s shareholders to Lilium’s board of directors to issue the
Securities (and exclude the pre-emptive rights in relation to the issuance)), or such earlier date as may be agreed by the relevant Investor
and Lilium, but in no event later than January 13, 2023 (any such delayed closing, the “Delayed Closing,”
and the date on which any such delayed closing occurs, the “Delayed Closing Date”). For the avoidance of doubt,
any such Delayed Closing pursuant to the immediately preceding sentence shall be at Lilium’s option (subject to such Investor’s
prior written consent, not to be unreasonably withheld, conditioned or delayed), and the Securities subject to such Delayed Closing shall
be determined pro rata in a proportion to the total Securities to be purchased by such Investor as listed on Exhibit A hereto compared
to the total securities to be purchased by the Investors and the Other Investors pursuant to this Agreement and the Other Securities Purchase
Agreements , provided, however, that with respect to the applicable Investors the maximum amount of Securities that may be subject
to a Delayed Closing is 50% of the total Securities to be purchased by such Investor as listed on Exhibit A hereto and provided
further that with respect to certain Investors, Lilium may subject up to 100% of the total Securities to be purchased by such Investor
as listed on Exhibit A hereto to a Delayed Closing, provided further that the calculations related to any such Delayed Closing at
Lilium’s option shall be made in accordance with the principles of the calculations presented in Exhibit C hereto. In addition,
each of such Investors may provide written notice, no later than the Pricing Date, that the closing of the sale of such Investor’s
Securities, or a portion thereof, contemplated hereby will occur on a date that is not later than five (5) trading days after the
initial Closing Date, provided that this right is only available in connection with the closing and issuance and sale of any Securities
that are not subject to any Delayed Closing (in such event, the term Closing as it applies to such Investor will be the date on which
such Investor funds in accordance with such notice). At the Closing or Delayed Closing, as applicable, each Investor shall (or shall cause
one of its Affiliates to) deliver to Lilium via wire transfer of U.S. dollars in immediately available funds equal to the portion of the
total purchase price set forth opposite such Investor’s name on Exhibit A hereto that is applicable to the Securities
to be purchased at such Closing or Delayed Closing, as applicable (and as adjusted pursuant to the proviso in Section 1), in accordance
with wire instructions provided by Lilium to the Investors at least one (1) business day prior to the Closing Date, and Lilium shall
deliver to each Investor its respective Securities, determined in accordance with Section 1, free and clear of all restrictive and
other legends (except as expressly provided in this Agreement), deliverable at the Closing on the Closing Date (or at the Delayed Closing
on the Delayed Closing Date, as applicable), in accordance with Section 2(c) of this Agreement. The Closing shall occur at 10:00
a.m. (New York City time) on the Closing Date remotely via the exchange of documents and signatures, or such other time and location
as the parties shall mutually agree. Any Delayed Closing shall occur at 10:00 a.m. (New York City time) on the Delayed Closing Date
remotely via the exchange of documents and signatures, or such other time and location as the parties shall mutually agree. To the extent
that any Closing is delayed pursuant to this Section 2(a), unless the context otherwise requires, the terms “Closing”
and “Closing Date” with respect to each such Investor subject to a Delayed Closing shall refer to such Delayed Closing and
the date of such Delayed Closing, respectively.


 






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(b)           In
connection with the Closing, Lilium will obtain from an EU licensed bank (or a branch thereof) a statement confirming the EUR equivalent
of the U.S. dollar amount of the aggregate Per Share Purchase Price (as adjusted pursuant to Section 1) paid by the Investor to be
at least equal to the aggregate nominal value in EUR of all Shares issued to such Investor.


 


(c)           At
the Closing, Lilium will deliver or cause to be delivered to each Investor certificate(s) or evidence of book-entry position representing
the Shares purchased by such Investor, registered in such Investor’s name as well as a Warrant, registered in the Investor’s
name, representing such number of Warrant Shares as are equivalent to one half (0.5) the number of Shares purchased by such Investor hereunder.
Such delivery shall be against payment of the aggregate Per Share Purchase Price (as adjusted pursuant to Section 1) by such Investor
by wire transfer of U.S. dollars in immediately available funds to Lilium in accordance with Lilium’s written wiring instructions
provided to the Investors at least one (1) business day prior to the Closing Date.


 


3.             Closing
Conditions. The respective obligations of Lilium, on the one hand, and each Investor, on the other hand, to consummate the purchase
and sale of the Securities pursuant to this Agreement is subject to the following conditions:


 


(a)           All
representations and warranties of Lilium (with respect to the obligations of the Investors) and the Investors (with respect to the obligations
of Lilium) contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of
the Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects
as of such date) (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined
below), which representations and warranties shall be true and correct in all respects); provided that (with respect to the obligations
of the Investors) the representations and warranties of Lilium contained in Section 4(c) of this Agreement shall be true and
correct in all respects on and as of the date hereof and on and as of the Closing Date and (with respect to the obligations of Lilium)
the representations and warranties of each Investor contained in Section 5(k) of this Agreement (solely with respect to such
Investor’s power and authority) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing
Date.


 






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(b)           Lilium
(with respect to the obligations of the Investors) and the Investors (with respect to the obligations of Lilium) shall have performed,
satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by it at or prior to the Closing.


 


(c)           With
respect to the obligations of the Investors, the Investors shall have received (i) a certificate of the Secretary of Lilium, dated
as of the Closing Date in form and substance reasonably satisfactory to the Investors, (ii) a certificate signed by an Executive
Officer of Lilium, dated as of the Closing Date in form and substance reasonably satisfactory to the Investors, and (iii) an opinion
of Freshfields Bruckhaus Deringer LLP, counsel for Lilium, dated as of the Closing Date, in a form reasonably satisfactory to the Investors.


 


(d)          With
respect to the obligations of the Investors, no event or series of events shall have occurred that, individually or in the aggregate,
has had or would reasonably be expected to have a Material Adverse Effect.


 


(e)           From
and including the date of this Agreement, Lilium shall have consummated, or will concurrently consummate, the Capital Raise, with aggregate
gross proceeds of at least $115,000,000.00 (assuming for such purposes that [•] have actually consummated their investment at the
initial Closing, whether or not any of the Investors have a Delayed Closing pursuant to Section 2(a).


 


(f)           No
applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule, injunction
or regulation (whether temporary, preliminary or permanent) which is then in effect or has threatened any of the foregoing in writing,
which has the effect of making consummation of the transactions contemplated (i) hereby, (ii) by the Other Securities Purchase
Agreements and (iii) by the Registered Transaction illegal or otherwise restraining or prohibiting consummation of the issuance and
sale of the Shares and/or Warrants under this Agreement or Class A Ordinary Shares or warrants to acquire Class A Ordinary Shares
under the Other Securities Purchase Agreements or the Registered Transaction.


 


(g)           No
suspension of the qualification of the Securities for offering or sale in any jurisdiction shall have occurred; and the listing and trading
of the Class A Ordinary Shares on the Nasdaq Global Select Market (“Nasdaq”) shall not have been suspended,
nor shall any suspension have been threatened.


 


(h)           In
the event of a Delayed Closing at Lilium’s option pursuant to Section 2(a), for all or a portion of the Securities intended
to be issued to each of applicable Investors, Lilium shall have received approval from the requisite majority of votes cast at Lilium’s
general meeting of shareholders to authorize Lilium’s board of directors to (i) issue a sufficient number of Class A Ordinary
Shares for the purpose of enabling Lilium to issue the Securities subject to such Delayed Closing (including, for the avoidance of doubt,
any Warrant Shares upon exercise of the Warrants that are comprised in such Securities) and (ii) exclude or restrict pre-emptive
rights in relation to such issuances, and in any event the Reserved Securities shall be increased as of a date that is no later than one
(1) business day prior to such Delayed Closing.


 






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For the purposes of this Agreement, to the extent
that any Closing is delayed pursuant to Section 2(a), unless the context otherwise requires, the term “Closing Date”
shall refer to the date of such Delayed Closing.


 


4.             Lilium
Representations and Warranties. Lilium represents and warrants to each Investor, as of the date hereof and as of the applicable Closing
Date, that:


 


(a)           Lilium
and each of its subsidiaries (each a “Subsidiary” and together, “Subsidiaries”) is
an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation
or organization (except where the failure to be in good standing could not have or reasonably be expected to result in a Material Adverse
Effect as defined below), with the requisite power and authority to own and use its properties and assets and to carry on its business
as currently conducted. Neither Lilium nor any Subsidiary is in violation nor default of any of the provisions of its respective charter
or by-laws or similar organizational documents (collectively, “Organizational Documents”). Each of Lilium and
the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to
be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse
effect on the business, financial condition or results of operations of Lilium and its Subsidiaries, taken as a whole, or on the ability
of Lilium to enter into and perform its obligations hereunder, under the Other Securities Purchase Agreements and under the Capital Raise
(a “Material Adverse Effect”) or (ii) a material adverse effect on the performance of this Agreement or
the consummation of any of the transactions contemplated hereby, and no action, lawsuit, complaint, claim, petition, suit, audit, examination,
assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(b)           The
Shares are duly authorized and, when issued and delivered to each Investor against full payment therefor in accordance with the terms
of this Agreement, the Shares will be validly issued, fully paid and non-assessable and free from all liens, charges, taxes, security
interests, encumbrances, rights of first refusal, preemptive or similar rights and other encumbrances with respect to the issue thereof.
The Warrants have been duly authorized and, when executed and delivered by Lilium in accordance with this Agreement, will constitute valid
and legally binding agreements of Lilium enforceable against Lilium in accordance with their terms, except as enforceability may be limited
by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to
enforceability (collectively, “Bankruptcy Laws”). The Warrant Shares to be issued by Lilium upon exercise of
the Warrants, as provided therein, have been duly authorized and, when issued and delivered upon payment of the exercise price as provided
under the Warrant, will be duly and validly issued, fully paid and non-assessable and free from all liens, charges, taxes, security interests,
encumbrances, rights of first refusal, preemptive or similar rights and other encumbrances with respect to the issue thereof.


 


(c)           Lilium
has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Other Securities Purchase
Agreements and the Warrants and in connection with the Capital Raise and to issue the Class A
Ordinary Shares and the Warrants in accordance with the terms hereof and thereof. Except for approvals of Lilium’s board of directors
or a committee thereof as may be required in connection with any issuance and sale of Securities to each Investor hereunder (which approvals
shall be obtained prior to the delivery of any Securities), the execution, delivery and performance by Lilium of this Agreement and the
Warrants and the consummation by it of the transactions contemplated hereby and thereby and by the Other Securities Purchase Agreements
and the consummation of the Capital Raise have been duly and validly authorized by all necessary
corporate action, and no further consent or authorization of Lilium, its board of directors or its shareholders is required. This Agreement,
the Other Securities Purchase Agreements and the Warrants have been (or upon delivery will have been) duly executed and delivered by Lilium
and constitute a valid and binding obligation of Lilium enforceable against Lilium in accordance with its terms, except as such enforceability
may be limited by applicable Bankruptcy Laws.


 






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(d)          The
execution, delivery and performance by Lilium of this Agreement, the Other Securities Purchase Agreements and the Warrants and the other
agreements giving effect to the Capital Raise and the consummation by Lilium of the transactions contemplated hereby and thereby do not
and shall not (i) result in a violation of any provision of Lilium’s Organizational Documents, (ii) result in a breach
or violation of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would
become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any contract, agreement
or plan which would be required to be filed with the Securities and Exchange Commission (the “SEC”) as an exhibit
to an annual report on Form 20-F, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation
to which Lilium or any of its Subsidiaries is a party or is bound, (iii) create or impose a lien, charge or encumbrance on any property
or assets of Lilium or any of its Subsidiaries under any agreement or any commitment to which Lilium or any of its Subsidiaries is a party
or by which Lilium or any of its Subsidiaries is bound or to which any of their respective properties or assets is subject, or (iv) result
in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to Lilium or any
of its Subsidiaries or by which any property or asset of Lilium or any of its Subsidiaries are bound or affected, except, in the case
of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges,
encumbrances and violations as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.


 


(e)           Except
as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, Lilium
is not required under any federal, state, local or foreign law, rule or regulation to obtain any consent, waiver, authorization or
order of, or make any filing or registration with, any court or other federal, state, local or other governmental agency (including, without
limitation, Nasdaq) in order for it to execute, deliver or perform any of its obligations under this Agreement, the Other Securities Purchase
Agreements or the Warrants, or otherwise in connection with the Capital Raise, or to issue the Securities to each Investor in accordance
with the terms hereof and thereof (other than such consents, authorizations, orders, filings or registrations as have been, or will be,
obtained or made prior to the Closing Date); provided, however, that, for purposes of the representation made in this sentence,
Lilium is assuming and relying upon the accuracy of the representations and warranties of each Investor in this Agreement and the compliance
by it with its covenants and agreements contained in this Agreement.


 


(f)           Assuming
the accuracy of each Investor’s representations and warranties set forth in Section 5 of this Agreement, no registration under
the Securities Act is required for the offer and sale of the Securities to the Investors or the purchase of the Securities by each Investor.


 


(g)          Neither
Lilium nor any person acting on its behalf has offered or sold the Securities by any form of general solicitation or general advertising
in violation of the Securities Act.


 


(h)          Subject
to, and in reliance on, the representations, warranties and covenants made herein by each Investor, the offer and sale of the Securities
by Lilium to each Investor in accordance with the terms and conditions of this Agreement is exempt from the registration requirements
of the Securities Act pursuant to Section 4(a)(2) or Regulation D.


 


(i)            Neither
Lilium, nor any of its Subsidiaries or affiliates (as such term is defined in Rule 405 of the Securities Act) (“Affiliates”
and each an “Affiliate”), nor any person acting on its or their behalf, has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.


 






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(j)            Except
as contemplated by Section 6 of this Agreement, neither Lilium nor any of its Affiliates, nor any person acting on their behalf has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that
would require registration of the offer, issuance and sale by Lilium to any Investor of any of the Securities (or to any Other Investor
party to any Other Securities Purchase Agreement of any Class A Ordinary Shares or warrants to purchase any Class A Ordinary
Shares) under the Securities Act, whether through integration with prior offerings or otherwise. None of Lilium, its Subsidiaries, their
Affiliates nor any person acting on their behalf will take any action or steps referred to in the preceding sentence that would require
registration of the offer, issuance and sale by Lilium to an Investor of any of the Securities (or to any Other Investor party to any
Other Securities Purchase Agreement of any Class A Ordinary Shares or warrants to purchase any Class A Ordinary Shares) under
the Securities Act or cause the offering of any of the Securities (or such Class A Ordinary Shares or warrants to purchase any Class A
Ordinary Shares) to be integrated with any other offering of securities of Lilium.


 


(k)           Lilium
has filed or furnished, as applicable, in a timely manner all forms, statements, certifications, reports and documents required to be
filed or furnished by it with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
or the Securities Act (the “SEC Reports”). As of the time it was filed with the SEC (or, if amended or superseded
by a filing prior to the date of this Agreement, then on the date of such filing), each of the SEC Reports complied in all material respects
with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, as of the latest time they were filed,
amended, or superseded, as applicable, none of the SEC Reports contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. As used in this Section 4(k), the term “file” and variations thereof shall be broadly
construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. There
are no material outstanding or unresolved comments in comments letters from the staff of the SEC with respect to any of the SEC Reports.


 


(l)            The
financial statements and the related notes thereto included in the SEC Reports, complied as to form in all material respects with the
applicable requirements of the Securities Act and the Exchange Act in effect as of the time of filing and present fairly in all material
respects the financial condition and position of Lilium and its consolidated subsidiaries as of and for the dates shown and its results
of operations, cash flows and changes in stockholders’ equity for the periods shown, and such consolidated financial statements
have been prepared in accordance with International Financial Reporting Standards (the “IFRS”), as issued by
the International Accounting Standards Board and the related interpretations issued by the IFRS Interpretations Committee and applied
on a consistent basis throughout the periods covered thereby except for any normal audit adjustments in Lilium’s financial statements.
The other financial and statistical data with respect to Lilium contained in the SEC Reports are accurately and fairly presented and prepared
on a basis consistent with the audited financial statements included in the SEC Reports and books and records of Lilium; there are
no financial statements (historical or pro forma) that are required to be included in the SEC Reports that are not included. All disclosures
contained in the SEC Reports, if any, regarding “non-IFRS financial
measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation
G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. Lilium does not have any material
liabilities or obligations, direct or contingent, not described in the SEC Reports, which are required to be described in the SEC Reports.


 


(m)          Other
than as publicly disclosed through the SEC Reports, as of the date hereof and as of the Delayed Closing Date (if any), there are no pending
or threatened suits, claims, actions or proceedings, which if determined adversely, would individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. As of the date hereof and as of the Delayed Closing Date (if any), there is no unsatisfied
judgment or any open injunction binding on Lilium which would, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 






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(n)           Lilium
has neither filed any petition in bankruptcy, sought relief under any creditor relief laws, made an assignment for the benefit of creditors,
nor been adjudicated insolvent or bankrupt, nor has there been filed against it an involuntary petition in bankruptcy.


 


(o)           There
are no securities or instruments issued by or to which Lilium is a party containing anti-dilution or similar provisions that will be triggered
by the issuance Shares and Warrants hereunder and of Class A Ordinary Shares and warrants to acquire Class A Ordinary Shares
under the Other Securities Purchase Agreements and in connection with the Capital Raise that have not been or will not be validly waived
on or prior to the Closing Date.


 


(p)          As
of the date hereof and as of the Delayed Closing Date (if any), Lilium has not entered into any subscription agreement, side letter or
similar agreement with any Other Investor or any other investor in connection with such investor’s direct or indirect investment
in Lilium other than (i) this Agreement, (ii) the Other Securities Purchase Agreements and (iii) the agreements related
to the Registered Transaction.


 


(q)           Lilium
is not under any obligation to pay any broker’s fee or commission in connection with transactions contemplated hereby, by the Other
Securities Purchase Agreements and the Registered Transaction, other than to each of Citigroup Global Markets Inc., B. Riley Securities, Inc.
and Piper Sandler & Co. (together, the “Placement Agents”) who are serving as Placement Agents in connection
with the issuance and sale of the Securities pursuant to this Agreement, the Class A Ordinary Shares and warrants to purchase Class A
Ordinary Shares pursuant to the Other Securities Purchase Agreements and in connection with the Registered Transaction and whose fees
shall be the sole responsibility of Lilium.


 


(r)            Lilium
acknowledges and agrees that each Investor is acting solely in the capacity of an arm’s-length Investor with respect to this Agreement
and the transactions contemplated hereby, and that each Investor will rely upon the truth and accuracy of, and Lilium’s compliance
with, Lilium’s representations, warranties, agreements, acknowledgements and understandings set forth herein. Lilium further acknowledges
that each Investor is not acting as a financial advisor or fiduciary of Lilium (or in any similar capacity) with respect to this Agreement
and the Warrants and the transactions contemplated by hereby and thereby, and any advice given by any Investor or any of its representatives
or agents in connection therewith is merely incidental to such Investor’s acquisition of the Securities. Lilium further represents
to each Investor that Lilium’s decision to enter into this Agreement and the Warrants has been based solely on the independent evaluation
of the transactions contemplated hereby and thereby by Lilium and its representatives. Lilium acknowledges and agrees that each Investor
has not made and does not make any representations or warranties with respect to the transactions contemplated hereby other than those
specifically set forth in Section 5 of this Agreement.


 


(s)           The
proceeds from the Capital Raise will be used by Lilium for general corporate purposes.


 


(t)           The
authorized share capital of Lilium and the shares comprised in that authorized share capital that are issued and outstanding were in all
material respects as set forth in the SEC Reports as of the date reflected therein. All of the outstanding shares in the capital of Lilium
have been duly authorized and validly issued, and are fully paid and non-assessable. Except as set forth in the SEC Reports and pursuant
to (i) this Agreement, (ii) the Other Securities Purchase Agreements and (iii) the agreements related to the Registered
Transaction, there are no agreements or arrangements under which Lilium is obligated to register the sale of any securities under the
Securities Act. Except as set forth in the SEC Reports, no shares comprised in the authorized share capital of Lilium are subject to preemptive
rights, rights of first refusal or other similar rights and there are no outstanding debt securities and no contracts, commitments, understandings,
or arrangements by which Lilium is or may become bound to issue additional shares in the capital of Lilium or options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for, any shares in the capital of Lilium other than those issued or granted in the ordinary course of business pursuant to Lilium’s
equity incentive and/or compensatory plans or arrangements.


 






    	 	-8-	 



     


    

 


(u)            As
of the date hereof, and, after giving effect to the transactions contemplated hereunder (including the Registered Transaction) and under
the Other Securities Purchase Agreements, (i) no more than 441,000,000 Class A Ordinary Shares will be issued and outstanding
(excluding the Warrant Shares) and (ii) a number of Warrants will be issued and outstanding that are exercisable into the right to
acquire no more than 69,000,000 Class A Ordinary Shares.


 


(v)            The
Other Securities Purchase Agreements and the terms of the securities purchase agreement governing the Registered Transaction are substantially
similar in all material respects to this Agreement and, in each case, contain terms that are no more favorable to the Other Investors
or the investors participating in the Registered Transaction than the terms of this Agreement, except for (i) with respect to the
Registered Transaction, terms relating to the registration of the securities offered in the Registered Transaction, (ii) with respect
to the Registered Transaction, terms relating to the provision of a thirty (30) day “lock-up” period for Lilium, its officers
and its directors, (iii) terms relating to the provision of the Shareholder Support Letter Agreement referenced in Section 4(aa)
hereof, (iv) different or additional representations and warranties that are relevant to the federal and/or local securities laws
of the jurisdictions applicable to such Other Investor or an investor participating in the Registered Transaction, (v) any provisions
related to a Delayed Closing pursuant to Section 2(a) and (vi) with respect to any Other Securities Purchase Agreement
solely to the extent that the consideration to be received by Lilium is the extinguishment or cancellation of liabilities, whether directly
or indirectly, and terms relating to permitting such consideration in lieu of U.S. dollars in immediately available funds. There is and
shall be no term or condition in or of any Other Securities Purchase Agreement or the Registered Transaction (except for those terms and
conditions relating to the registration of the securities offered in the Registered Transaction) (A) that benefits any Other Investor
or any investor participating in the Registered Transaction unless each Investor has been offered the same benefits, or (B) that
would reasonably be expected to adversely affect the economic benefits that each Investor would reasonably expect to receive under this
Agreement unless each Investor has been offered the same benefits.


 


(w)          The
Per Share Purchase Price relating to the Shares and the Warrants purchased hereunder is less than or equal to the purchase price per each
Class A Ordinary Share and warrant to acquire Class A Ordinary Shares, as applicable, purchased under the Other Securities Purchase
Agreements and the Registered Transaction, provided, however that, for the purposes of this Agreement, for any of the Other Securities
Purchase Agreements where securities are issued in exchange for the extinguishment or cancellation of existing or future liabilities,
the Per Share Purchase Price shall be calculated pursuant to Section 1 of this Agreement with “(x)” being equivalent
to the value in U.S. dollars of such extinguished or cancelled liability.


 


(x)           Lilium
is not, and as a result of the consummation of the transactions contemplated hereby, by the Other Securities Purchase Agreements and the
Registered Transaction and the application of the proceeds from the sale of the Securities as will be set forth in the Registration Statement
(and any post-effective amendment thereto), will not be an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.


 






    	 	-9-	 



     


    

 


(y)          Neither
Lilium nor any of its Subsidiaries nor any director or officer, nor, to the knowledge of Lilium, any employee, agent, representative or
Affiliate or other Person (as defined below) acting on behalf of Lilium or any of its Subsidiaries has, in the course of its actions for,
or on behalf of, Lilium or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expenses relating to political activity; (ii) taken any action in furtherance of an offer, payment, promise
to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly,
to any “government official” (including any officer or employee of a government or government-owned or controlled entity or
of a public international organization, or any Person acting in an official capacity for or on behalf of any of the foregoing, or any
political party or party official of any federal, state or foreign office or candidate for any federal, state or foreign political office)
to improperly influence official action or secure an improper advantage (to the extent acting on behalf of or providing services to Lilium);
(iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”),
the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested,
or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit.
Lilium and its Subsidiaries and, to the knowledge of Lilium, Lilium’s Affiliates have conducted their businesses in compliance with
the FCPA, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, signed December 17, 1997, the U.K. Bribery Act 2010 and other applicable anti-corruption, anti-money laundering
and anti-bribery laws, and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws
and with the representation and warranty contained herein. “Person” means and includes all natural persons,
corporations, business trusts, associations, companies, partnerships, joint ventures, limited liability companies and other entities and
governments and agencies and political subdivisions.


  


(z)           Neither
Lilium nor any of its Subsidiaries, nor any director or officer thereof, nor, to Lilium’s knowledge, any employee, agent, Affiliate
or representative of Lilium, is a Person that is, or is majority owned or controlled by a Person that is (i) named on the Specially
Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any
other similar list of sanctioned persons (collectively, “Sanction Lists”) administered by the U.S. Treasury
Department’s Office of Foreign Assets Control, or any similar list of sanctioned persons administered by the U.S. Department of
State, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, any individual European
Union member state, including the United Kingdom or other relevant sanctions authority, nor (ii) located, organized or resident of
the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran,
North Korea, Sudan or Syria, or any other country (each a “Sanction Country” and collectively, “Sanction
Countries”) or territory embargoed or subject to substantial trade restrictions by the United States, the European Union
or any individual European Union member state, including the United Kingdom. Neither Lilium nor any of its Subsidiaries will, directly
or indirectly, use the proceeds from the sale of Securities under this Agreement, the Other Securities Purchase Agreements or the agreements
related to the Registered Transaction, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture
partner or other Person (a) to fund or facilitate any activities or business of or with any Person or any Sanction Country, or (b) in
any other manner that will result in a violation of Sanction Lists by any Person (including any Person participating in the offering of
the Securities, whether as underwriter, advisor, investor or otherwise). For the past five (5) years, neither Lilium nor any of its
Subsidiaries have knowingly engaged in, or are now knowingly engaged in, any dealings or transactions with any Person that at the time
of the dealing or transaction is or was the subject of Sanction Lists or a Sanction Country.


 


(aa)         Lilium
has delivered to the Investors a true and correct copy of that certain Shareholder Support Letter Agreement, dated as of the date hereof,
by and between Lilium and the shareholders listed on Exhibit A thereto, pursuant to which the shareholders of Lilium that are party
thereto agree to approve the authorization by the general meeting of Lilium shareholders to Lilium’s board of directors to (i) issue
a sufficient number of Class A Ordinary Shares for the purpose of enabling Lilium to issue the Securities subject to such Delayed
Closing (including, for the avoidance of doubt, any Warrant Shares upon exercise of the Warrants that are comprised in such Securities)
and (ii) exclude or restrict pre-emptive rights in relation to such issuances, and in any event the Reserved Securities shall be
increased as of a date that is no later than one (1) business day prior to such Delayed Closing.


 






    	 	-10-	 



     


    

 


5.             Investor
Representations and Warranties. Each Investor severally represents and warrants, in each case as to itself only, to Lilium, as of
the date hereof and the applicable Closing Date, that:


 


(a)           At
the time such Investor was offered the Securities, it was, and as of the date hereof it is, and on the date on which it exercises any
Warrants, it will be (i) (A) a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of
Regulation D under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A (and shall
provide the requested information set forth on Schedule A), or (B) an “accredited investor” (as that term is defined
in Rule 501(a) of Regulation D) (and shall provide the requested information set forth on Schedule B), (ii) is acquiring
the Securities only for its own account and not for the account of others, or if such Investor is subscribing for the Securities as a
fiduciary or agent for one or more investor accounts, such Investor has full investment discretion with respect to each such account,
and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such
account, and (iii) is not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof
in violation of the Securities Act). Such Investor is not an entity formed for the specific purpose of acquiring the Securities.


 


(b)          Such
Investor acknowledges and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning
of the Securities Act, that the Securities have not been registered under the Securities Act and that Lilium is not required to register
the Securities except as set forth in Section 6 of this Agreement. Such Investor acknowledges and agrees that the Securities may
not be offered, resold, transferred, pledged or otherwise disposed of by such Investor absent an effective registration statement under
the Securities Act except (i) to Lilium or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that
occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable
exemption from the registration requirements of the Securities Act, and, in each case, in accordance with any applicable securities laws
of the states of the United States and other applicable jurisdictions, and that any certificate(s) representing or the book-entry
position evidencing the Securities shall contain a restrictive legend in substantially the following form:


 


“THE OFFER AND SALE OF THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO:
(1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF COUNSEL, IN A CUSTOMARY FORM AND REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.”


 






    	 	-11-	 



     


    

 


(c)           Such
Investor acknowledges and agrees that the Securities will be subject to these securities law transfer restrictions and, as a result of
these transfer restrictions, such Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Securities
and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. Such Investor acknowledges
and agrees that the Securities will not immediately be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144
promulgated under the Securities Act, and that the provisions of Rule 144(i) will apply to the Securities. Such Investor acknowledges
and agrees that it has been advised to consult legal, tax and accounting prior to making any offer, resale, transfer, pledge or disposition
of any of the Securities.


 


(d)           Such
Investor acknowledges and agrees that such Investor is purchasing the Securities from Lilium. Such Investor further acknowledges that
there have been no representations, warranties, covenants and agreements made to such Investor by or on behalf of Lilium, any of its respective
affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing or any other person
or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of Lilium expressly set
forth in this Agreement.


 


(e)           Such
Investor acknowledges and agrees that such Investor has received such information as such Investor deems necessary to make an investment
decision with respect to the Securities, including, with respect to Lilium and the business of Lilium and its Subsidiaries. Without limiting
the generality of the foregoing, such Investor acknowledges that it has reviewed, or has an adequate opportunity to review, (i) each
form, report, statement, schedule, prospectus, proxy, registration statement and other document, if any, filed by Lilium with the SEC
and (ii) other materials relating to the business, finances and operations of Lilium or relating to the offer and sale of the Securities
specifically requested by such Investor. Such Investor acknowledges and agrees that such Investor and such Investor’s professional
advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as such Investor
and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities.


 


(f)           Such
Investor became aware of this offering of the Securities solely by means of direct contact between such Investor and Lilium or a representative
of Lilium (including the Placement Agents), and the Securities were offered to such Investor solely by direct contact between such Investor
and Lilium or a representative of Lilium. Such Investor did not become aware of this offering of the Securities, nor were the Securities
offered to such Investor, by any other means. Such Investor acknowledges that the Securities (i) were not offered by any form of
general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a
distribution in violation of, the Securities Act, or any state securities laws. Such Investor acknowledges that it is not relying upon,
and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation,
Lilium, the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives
of any of the foregoing), other than the representations and warranties of Lilium contained in Section 4, Section 8(a) and
Section 11 of this Agreement, in making its investment or decision to invest in Lilium.


 


(g)           Such
Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including
those set forth in Lilium’s filings with the SEC. Such Investor has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the Securities, and such Investor has sought such accounting,
legal and tax advice as such Investor has considered necessary to make an informed investment decision. Such Investor acknowledges that
it shall be responsible for any of such Investor’s tax liabilities that may arise as a result of the transactions contemplated by
this Agreement, and that Lilium has not provided any tax advice or any other representation or guarantee regarding the tax consequences
of the transactions contemplated by the Agreement.


 






    	 	-12-	 



     


    

 


(h)          Alone,
or together with any professional advisor(s), such Investor has adequately analyzed and fully considered the risks of an investment in
the Securities and determined that the Securities are a suitable investment for such Investor and that such Investor is able at this time
and in the foreseeable future to bear the economic risk of a total loss of such Investor’s investment in Lilium. Such Investor acknowledges
specifically that a possibility of total loss exists.


 


(i)            Without
limiting the generality of the foregoing, such Investor has not relied on any statements or other information provided by or on behalf
of any of the Placement Agents or any of their respective affiliates or any control persons, officers, directors, employees, agents or
representatives of any of the foregoing concerning Lilium, this Agreement or the transactions contemplated hereby, the Securities or the
offer and sale of the Securities. Without limitation of the foregoing, such Investor hereby further acknowledges and agrees that (i) the
Placement Agents are acting solely as placement agents in connection with the transactions contemplated hereby and are not acting as an
underwriter, initial Investor, dealer or in any other such capacity and are not and shall not be construed as a fiduciary for such Investor,
Lilium or any other person or entity in connection with the transactions contemplated hereby, (ii) the Placement Agents have not
made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided any
advice or recommendation in connection with the transactions contemplated hereby, (iii) the Placement Agents will have no responsibility
with respect to (a) any representations, warranties or agreements made by any person or entity under or in connection with the transactions
contemplated hereby or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity
or enforceability (with respect to any person) of any thereof, or (b) the financial condition, business, or any other matter concerning
Lilium and the transactions contemplated hereby, and (iv) no Placement Agent shall have any liability or obligation (including without
limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses
or disbursements incurred by such Investor), whether in contract, tort or otherwise, to such Investor or to any person claiming through
such Investor, in respect of the transactions contemplated hereby.


 


(j)            Such
Investor acknowledges that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made
any findings or determination as to the fairness of this investment.


 


(k)           Such
Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation
or incorporation (except where the failure to be in good standing could not have or reasonably be expected to result in a material adverse
effect on the business, financial condition or results of operations of such Investor), and has the requisite power and authority to enter
into, deliver and perform its obligations under this Agreement.


 


(l)            To
the extent required by applicable securities legislation, regulatory policy or order, or if required by any securities commission, stock
exchange or other regulatory authority with jurisdiction over Lilium, at the reasonable request of and at the sole expense of Lilium,
such Investor will use commercially reasonable efforts to execute, deliver and file and otherwise assist Lilium in filing reports, questionnaires,
undertakings and other documents with respect to the issue of the Securities.


 


(m)          The
execution, delivery and performance by such Investor of this Agreement are within the powers of such Investor, have been duly authorized
and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other
tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which such Investor is a party or by which
such Investor is bound, except, in each case, as would not reasonably be expected to have a material adverse effect on the ability of
such Investor to enter into and timely perform its obligations under this Agreement, and will not violate any provisions of such Investor’s
organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership
or operating agreement, as may be applicable. The signature of such Investor on this Agreement is genuine, and the signatory has legal
competence and capacity to execute the same or the signatory has been duly authorized to execute the same, and, assuming that this Agreement
constitutes the valid and binding agreement of Lilium, this Agreement constitutes a legal, valid and binding obligation of such Investor,
enforceable against such Investor in accordance with its terms except as such enforceability may
be limited by applicable Bankruptcy Laws.


 






    	 	-13-	 



     


    

 


(n)           Neither
such Investor nor, to the knowledge of such Investor, any of its officers, directors, managers, managing members, general partners or
any other person acting in a similar capacity or carrying out a similar function, is (i) a person named on the Specially Designated
Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar
list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control, or any similar list
of sanctioned persons administered by the European Union or any individual European Union member state, or the United Kingdom (collectively,
 “Sanctions Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or
more persons on a Sanctions List; (iii) organized, incorporated, established, located, resident or, except to the extent disclosed
by such Investor to Lilium, born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality
thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, the so-called People’s Republics of Luhansk
and Donetsk in Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States,
the European Union or any individual European Union member state, or the United Kingdom; (iv) a Designated National as defined in
the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly
to a non-U.S. shell bank (collectively, a “Prohibited Investor”). Such Investor represents that if it is a financial
institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by
the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), that such Investor maintains policies and procedures reasonably designed to comply with applicable obligations under
the BSA/PATRIOT Act. Such Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance
with sanctions administered by the United States, the European Union, or any individual European Union member state, including the United
Kingdom, to the extent applicable to it. Such Investor further represents that it maintains policies and procedures reasonably designed
to ensure the funds held by such Investor and used to purchase the Securities were legally derived and were not obtained, directly or
indirectly, from a Prohibited Investor.


 


(o)           In
connection with the issue and purchase of the Securities, none of the Placement Agents, nor any of their respective affiliates, has acted
as such Investor’s financial advisor or fiduciary.


 


(p)           Such
Investor (for itself and for each account for which such Investor is acquiring the Securities) acknowledges that such Investor is aware
that each of the Placement Agents is acting as placement agent in connection with the Registered Transaction.


 






    	 	-14-	 



     


    

 


6.             Registration
Rights.


 


(a)           Lilium
agrees that, within five (5) business days following each applicable Closing Date (such deadline, the “Filing Deadline”),
Lilium will submit to or file with the SEC a registration statement for a shelf registration on Form F-3, or in the event that Form F-3
is not available, Lilium shall file with the SEC a shelf registration on such other form as is available to them (all such registration
statements, collectively, the “Registration Statements” and each, a “Registration Statement”),
covering the resale of the Securities acquired by each Investor pursuant to this Agreement and the Warrants on such Closing Date (the
 “Registrable Securities”) and Lilium shall use its commercially reasonable efforts to have each Registration
Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 30th calendar
day (or 60th calendar day if the SEC notifies Lilium that it will “review” such Registration Statement) following
the applicable Closing and (ii) the fifth (5th) business day after the date Lilium is notified (orally or in writing,
whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further
review (such earlier date, the “Effectiveness Deadline”); provided, however, that if such Effectiveness
Deadline falls on a Saturday, Sunday, or other day that the SEC is closed for business, the Effectiveness Deadline shall be extended to
the next business day on which the SEC is open for business; and provided further, that Lilium’s obligations to include the
Registrable Securities of any Investor in a Registration Statement are contingent upon such Investor furnishing in writing to Lilium such
customary information regarding such Investor or its permitted assigns, the securities of Lilium held by such Investor and the intended
method of disposition of the Registrable Securities as shall be customary, required by applicable law to be included in a Registration
Statement and as reasonably requested by Lilium to effect the registration of the Registrable Securities, and each Investor shall execute
such documents in connection with such registration as Lilium may reasonably request that are customary of a selling stockholder in similar
situations, including providing that Lilium shall be entitled to postpone and suspend the effectiveness or use of a Registration Statement,
if applicable, as permitted by Section 6(c) of this Agreement; provided that no Investor shall in connection with the
foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability
to transfer the Registrable Securities. In no event shall any Investor be identified as a statutory underwriter in any Registration Statement
unless specifically requested by the SEC in which case such Investor will have an opportunity to withdraw from such Registration Statement.
Notwithstanding the foregoing, if the SEC prevents Lilium from including any or all of the Securities proposed to be registered under
a Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities
or otherwise, such Registration Statement shall register the resale of a number of Securities which is equal to the maximum number of
Securities as is permitted by the SEC. In such event, the number of Securities to be registered for each selling shareholder named in
a Registration Statement shall be reduced pro rata among all such selling shareholders, and Lilium will use its best efforts to file with
the SEC, as promptly as allowed by the SEC, one or more registration statements to register the resale of those Registrable Securities
that were not registered on such initial Registration Statement, as so amended. For as long as any Investor holds Securities, Lilium will
use its best efforts to file all reports for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable)
is required to be satisfied, and provide all customary and reasonable cooperation, necessary to enable the Investors to resell the Securities
pursuant to Rule 144 of the Securities Act (in each case, when Rule 144 of the Securities Act becomes available to such Investor),
and will prepare and file with the SEC such amendment and supplements to each Registration Statement and each prospectus used in connection
therewith a may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities
covered thereby. Any failure by Lilium to file a Registration Statement by the applicable Filing Deadline or to effect such Registration
Statement by the Effectiveness Deadline shall not otherwise relieve Lilium of its obligations to file or effect the Registration Statements
as set forth above in this Section 6. For purposes of this Agreement, “business day” shall mean a day, other than a Saturday,
Sunday or other day on which commercial banks in New York, New York, London, England, U.K., Hong Kong Special Administrative Region of
the People’s Republic of China, or China are authorized or required by law to close.


 






    	 	-15-	 



     


    

 


(b)          In
the case of the registration effected by Lilium pursuant to this Agreement, Lilium shall, upon reasonable request, inform the Investors
as to the status of such registration. At its expense Lilium shall:


 


(i)            except
for such times as Lilium is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement pursuant
to Section 6(c) of this Agreement, use its commercially reasonable efforts to keep such registration, and any required qualification,
exemption or compliance under state securities laws, continuously effective with respect to the Investors, and to keep the applicable
Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier
of the following: (a) Investor ceases to hold any Registrable Securities and (b) the date all Registrable Securities held by
each of the Investors may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale
restrictions which may be applicable to affiliates under Rule 144 and without the requirement for Lilium to be in compliance with
the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable). Each Investor agrees to
disclose, on a confidential basis, its ownership of Lilium securities to Lilium upon request to assist Lilium in making the determination
described above. The period of time during which Lilium is required hereunder to keep a Registration Statement effective is referred to
herein as the “Registration Period”;


 


(ii)           during
the Registration Period, advise the Investors, as expeditiously as possible (and within no later than three (3) business days):


 


(1)          when
a Registration Statement or any amendment thereto has been filed with the SEC;


 


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


 


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


 


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


 


Notwithstanding anything to the contrary set forth
herein, Lilium shall not, when so advising the Investors of such events, provide the Investors with any material, nonpublic information
regarding Lilium other than to the extent that providing notice to the Investors of the occurrence of the events listed in (1) through
(4) above may constitute material, nonpublic information regarding Lilium;


 


(iii)          during
the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of
any Registration Statement as soon as reasonably practicable;


 


(iv)         during
the Registration Period, upon the occurrence of any event contemplated in Section 6(b)(ii)(4) above, except for such times as
Lilium is permitted by Section 6(c) of this Agreement to suspend, and has suspended, the use of a prospectus forming part of
a Registration Statement, Lilium shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective
amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter
delivered to Investors of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading;


 






    	 	-16-	 



     


    

 


(v)          during
the Registration Period, use its commercially reasonable efforts to cause all Registrable Securities to be listed on each securities exchange
or market, if any, on which the Registrable Securities have been listed;


 


(vi)         during
the Registration Period, use its commercially reasonable efforts to allow each Investor to review, prior to the filing thereof, disclosure
regarding such Investor in any Registration Statement and shall afford each Investor a reasonable opportunity to review and comment on
such disclosure, which comments Lilium shall in good faith consider and use its reasonable best efforts to incorporate; and


 


(vii)        during
the Registration Period, otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested
by any Investor, consistent with the terms of this Agreement, in connection with the registration of the Registrable Securities.


 


(c)           Notwithstanding
anything to the contrary in this Agreement, Lilium shall be entitled to delay the filing or effectiveness of, or suspend the use of, a
Registration Statement if (i) it reasonably determines that in order for such Registration Statement not to contain a material misstatement
or omission, an amendment thereto would be needed to include information that at that time could not otherwise be included in a current,
quarterly, or annual report under the Exchange Act, or (ii) the negotiation or consummation of a transaction by Lilium or its Subsidiaries
is pending or an event has occurred, which negotiation, consummation or event Lilium’s board of directors reasonably believes, upon
the advice of outside legal counsel, would require additional disclosure by Lilium in such Registration Statement of material information
that Lilium has a bona fide business purpose for keeping confidential and the non-disclosure of which in such Registration Statement would
be expected, in the reasonable determination of Lilium’s board of directors, upon the advice of outside legal counsel, to cause
such Registration Statement to fail to comply with applicable disclosure requirements, (each such circumstance, a “Suspension
Event”); provided, however, that Lilium may not delay or suspend any Registration Statement on more than two
occasions or for more than forty-five (45) consecutive calendar days, or more than ninety (90) total calendar days in each case during
any twelve-month period. Lilium shall not, when advising each Investor of such Suspension Event, provide such Investor with any material,
non-public information regarding Lilium other than to the extent that providing notice to such Investor of the occurrence of the Suspension
Event might constitute material, non-public information regarding Lilium. Upon receipt of any written notice from Lilium of the happening
of any Suspension Event during the period that such Registration Statement is effective or if as a result of a Suspension Event such Registration
Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the case of the prospectus)
not misleading, each Investor agrees as to itself that (i) it will immediately discontinue offers and sales of the Registrable Securities
under such Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144 or other applicable
exemption from registration) until it receives copies of a supplemental or amended prospectus (which Lilium agrees to promptly prepare
and provide) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective
amendment has become effective or unless otherwise notified by Lilium that it may resume such offers and sales, and (ii) it will
maintain the confidentiality of any information included in such written notice delivered by Lilium unless otherwise required by law or
subpoena. If so directed by Lilium, each Investor will deliver to Lilium or, in such Investor’s sole discretion destroy, all copies
of the prospectus covering the Registrable Securities in such Investor’s possession; provided, however, that this obligation
to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply (a) to the extent such Investor
is required to retain a copy of such prospectus (1) to comply with applicable legal, regulatory, self-regulatory or professional
requirements or (2) in accordance with a bona fide preexisting document retention policy or (b) to copies stored electronically
on archival servers as a result of automatic data back-up. Any Investor may deliver written notice (an “Opt-Out Notice”)
to Lilium requesting that such Investor not receive notices from Lilium otherwise required by this Section 6(c); provided, however,
that such Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from any Investor (unless
subsequently revoked), (i) Lilium shall not deliver any such notices to such Investor and such Investor shall no longer be entitled
to the rights associated with any such notice and (ii) each time prior to such Investor’s intended use of an effective Registration
Statement, such Investor will notify Lilium in writing at least two (2) business days in advance of such intended use, and if a notice
of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 6(c)) and the
related suspension period remains in effect, Lilium will so notify such Investor, within one (1) business day of such Investor’s
notification to Lilium, by delivering to such Investor a copy of such previous notice of Suspension Event, and thereafter will provide
such Investor with the related notice of the conclusion of such Suspension Event promptly following its availability.


 






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(d)           Indemnification.


 


(i)            Notwithstanding
any termination of this Agreement, Lilium agrees to indemnify, to the extent permitted by law, each Investor (to the extent a seller under
any Registration Statement), its directors, officers, partners, managers, members, stockholders, advisers, agents, representatives, affiliates
and each person who controls each such Investor (within the meaning of the Securities Act) and the directors, officers, partners, managers,
members, stockholders, advisers, agents, representatives, affiliates of each such controlling person, to the extent permitted by law,
against all losses, claims, damages, liabilities and reasonable and documented out of pocket costs and expenses (including reasonable
and documented attorneys’ fees of one law firm (and one firm of local counsel)) caused by any untrue or alleged untrue statement
of material fact contained in any Registration Statement, prospectus included in any Registration Statement (“Prospectus”)
or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances under
which they were made) not misleading, except insofar as the same are directly caused by or contained in any information or affidavit so
furnished in writing to Lilium by or on behalf of such Investor expressly for use therein.


 


(ii)           In
connection with any Registration Statement in which an Investor is participating, such Investor shall furnish (or cause to be furnished)
to Lilium in writing such information and affidavits as Lilium reasonably requests for use in connection with any such Registration Statement
or Prospectus (to the extent required by applicable securities laws to be disclosed in such Registration Statement) and, to the extent
permitted by law, shall indemnify Lilium, its directors and officers and each person or entity who controls Lilium (within the meaning
of the Securities Act) and their directors and officers against any losses, claims, damages, liabilities and reasonable and documented
out of pocket costs and expenses (including, without limitation, reasonable and documented outside attorneys’ fees of one law firm
(and one firm of local counsel)) resulting from any untrue or alleged untrue statement of material fact contained or incorporated by reference
in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus,
in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission
is contained (or not contained in, in the case of an omission) in any information or affidavit so furnished in writing by on behalf of
such Investor expressly for use therein; provided, however, that the liability of such Investor shall be several and not joint
with any other Investor or other selling stockholder named in such Registration Statement and shall be in proportion to and limited to
the net proceeds received by such Investor from the sale of Registrable Securities giving rise to such indemnification obligation.


 






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


 


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


 


(v)           If
the indemnification provided under this Section 6(d) from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations; provided, however, that the liability
of such Investor shall be limited to the net proceeds received by such Investor from the sale of Registrable Securities giving rise to
such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied
by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in Sections 6(d)(i), (ii) and (iii) above, any reasonable, documented, and out of pocket legal
or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
pursuant to this Section 6(d)(v) from any person or entity who was not guilty of such fraudulent misrepresentation.


 






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(e)           Subject
to receipt from such Investor by Lilium and its transfer agent (the “Transfer Agent”) of customary representations
and other documentation reasonably acceptable to Lilium and the Transfer Agent in connection therewith, and, if required by the Transfer
Agent, an opinion of Lilium’s counsel (which opinion shall be at Lilium’s expense), in a form reasonably acceptable to the
Transfer Agent, to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities
Act, such Investor may request that Lilium remove any legend from the certificate(s) representing or the book-entry position evidencing
the Securities within two (2) business days of such request and receipt of such representations and other documentation reasonably
acceptable to Lilium and the Transfer Agent, following the earliest of such time as the Securities (i) are subject to and eligible
to be sold or transferred pursuant to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144.
If restrictive legends are no longer required for the Securities pursuant to the foregoing, Lilium shall, in accordance with the provisions
of this section and reasonably promptly following any request therefor from such Investor accompanied by such customary and reasonably
acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver
to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for the Securities. Lilium shall
be responsible for the fees of the Transfer Agent associated with such issuance.


 


7.             Termination.
This Agreement may be terminated by any Investor, as to such Investor’s obligations hereunder only and without any effect whatsoever
on the obligations between Lilium and the other Investors, and be void and of no further force and effect with respect to such Investor,
by written notice to Lilium, if the Closing has not been consummated, through no fault of such Investor, within twenty-five (25) calendar
days from the date hereof, or, in the case of any Closing that is delayed at Lilium’s option pursuant to Section 2(a), by January 12,
2023; 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 remedies at law or in equity to recover losses, liabilities or damages arising from any such willful
breach. Upon the termination of this Agreement with respect to any Investor in accordance with this Section 7, any monies paid by
such Investor to Lilium in connection herewith shall be promptly (and in any event within one (1) business day after such termination)
returned to such Investor.


 






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8.             Other
Agreements of the Parties.


 


(a)           As
of the date hereof, Lilium has reserved, and shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient
number of Class A Ordinary Shares for the purpose of enabling Lilium to issue the Shares as well as the Warrant Shares upon exercise
of the Warrant in accordance with its terms (such number, the “Reserved Securities”), provided, however,
that the Reserved Securities need only include an amount necessary for the issuance of Securities that are not subject to any Delayed
Closing as contemplated by Section 2(a) of this Agreement. In the case of any Securities subject to a Delayed Closing, the Reserved
Securities shall be increased as soon as practicable after the effectiveness of the approval at Lilium’s general meeting of shareholders
referred to in Section 3(h) to authorize Lilium’s board of directors to (i) issue a sufficient number of Class A
Ordinary Shares for the purpose of enabling Lilium to issue the Securities subject to such Delayed Closing (including, for the avoidance
of doubt, any Warrant Shares upon exercise of the Warrants that are comprised in such Securities) and (ii) exclude or restrict pre-emptive
rights in relation to such issuances, and in any event the Reserved Securities shall be increased as of a date that is no later than one
(1) business day prior to such Delayed Closing.


 


(b)           Prior
to the Closing Date, Lilium shall prepare and file with Nasdaq an additional shares listing application covering all of the Shares and
Warrant Shares. On the Closing Date, the Shares shall be listed on Nasdaq; and Lilium shall use its best effort to cause the Warrant Shares,
when issued, to be listed on Nasdaq or such other securities exchange on which the Shares are then listed for trading.


 


(c)           If
applicable, Lilium shall file a Form D with respect to the Securities as required under Regulation D and, to the extent the Form D
is not publicly available on the SEC’s EDGAR reporting system, will provide a copy thereof to each Investor promptly after such
filing. Lilium, on or before the Closing Date, shall take such action as Lilium shall reasonably determine is necessary in order to obtain
an exemption for or to qualify the Securities for sale to the Investors at the Closing, pursuant to this Agreement and the Warrants under
applicable securities or blue sky laws of the states of the United States (or to obtain an exemption from such qualification), and, if
requested by an Investor, shall provide evidence of any material action so taken to such Investor on or prior to the Closing Date. Lilium
shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or blue sky laws
of the states of the United States following the Closing Date.


 


(d)           Except
as expressly set forth herein to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance
of the Transaction Documents.


 


(e)           At
the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably
may deem to be practical and necessary to consummate the purchase and sale of the Securities as contemplated by the Transaction Documents.


 


(f)            If
any Class A Ordinary Shares or warrant to acquire Class A Ordinary Shares issued pursuant to the Other Securities Purchase Agreements
or the Registered Transaction contain any term or condition (including, for the avoidance of doubt, any representation or warranty other
than those representations and warranties related to the registration of the securities offered in the Registered Transaction) that is
more favorable to the holder of such security or a term in favor of the holder of such security that was not similarly provided to the
Investors in the Transaction Documents, other than (i) relating to the registration of the securities offered in the Registered Transaction
at issuance, (ii) the provision of a thirty (30) day “lock-up” period for Lilium, its officers and its directors in the
Registered Transaction, (iii) terms relating to the provision of the Shareholder Support Letter Agreement referenced in Section 4(aa)
hereto, (iv) different or additional representations and warranties that are relevant to the federal and/or local securities laws
of the jurisdictions applicable to an investor party to any Other Securities Purchase Agreement or in the Registered Transaction, (v) any
provisions related to a Delayed Closing pursuant to Section 2(a) and (vi) relating to the consideration to be received
by Lilium that is the extinguishment or cancellation of liabilities, whether directly or indirectly, and terms relating to permitting
such consideration in lieu of U.S. dollars in immediately available funds, then Lilium shall notify each Investor of such additional or
more favorable term and such term shall (whether or not Lilium provides such notice) automatically become a part of the Transaction Documents
for the benefit of Investor in addition to the terms already set forth in the Transaction Documents. Additionally, if Lilium fails to
notify any Investor of any such additional or more favorable term, but such Investor becomes aware that Lilium has granted such a term
to any third party in the Other Securities Purchase Agreements or the Registered Transaction, such term shall automatically become a part
of the Transaction Documents in addition to the terms already set forth in the Transaction Documents, retroactive to the date on which
such term was granted to the applicable third party.


 






    	 	-21-	 



     


    

 


9.             Miscellaneous.


 


(a)           Neither
this Agreement nor any rights that may accrue to each Investor hereunder (other than the Securities acquired hereunder, if any) may be
transferred or assigned provided that each Investor may assign its rights and obligations under this Agreement to one or more of
its affiliates or to another investment fund or account managed or advised by the investment manager who acts on behalf of such Investor
or an affiliate thereof; provided that no such assignment shall relieve such Investor of its obligations hereunder.


 


(b)           Lilium
may request from each Investor such additional information as Lilium may deem necessary to evaluate the eligibility of such Investor to
acquire the Securities and in connection with the inclusion of the Securities in any Registration Statement, and such Investor shall provide
such information as may be required to facilitate such evaluation, to the extent permissible under applicable law, readily available and
consistent with its internal policies and procedures; provided that Lilium agrees to keep any such information confidential, other
than as (i) necessary to include in any Registration Statement, or (ii) may be required by applicable law, rule, regulation
or in connection with any legal proceeding or regulatory request (if which case Lilium shall provide notice to the applicable Investor
and shall use commercially reasonable efforts to secure confidential treatment of any such information). Each Investor acknowledges that,
to the extent required by applicable law or otherwise agreed in writing with the Investors party hereto, Lilium may file a form of this
Agreement with the SEC as an exhibit to an Exchange Act report or a registration statement of Lilium.


 


(c)           Each
Investor acknowledges that Lilium will rely on the acknowledgments, understandings, agreements, representations and warranties of such
Investor contained in Section 5 of this Agreement. Prior to the Closing, each Investor agrees to promptly notify Lilium if any of
the acknowledgments, understandings, agreements, representations and warranties of such Investor set forth herein (i) are no longer
accurate and (ii) are not expected to be accurate as of immediately prior to the Closing. Each Investor acknowledges and agrees that
the Placement Agents will rely on the representations and warranties of such Investor contained in Section 5 of this Agreement.


 


(d)           Lilium,
the Placement Agents and each Investor are each irrevocably authorized to produce this Agreement or a copy hereof to any interested party
to the extent required in connection with any administrative or legal proceeding or official inquiry with respect to the matters covered
hereby.


 


(e)           All
of the representations and warranties contained in this Agreement shall survive the Closing. All of the covenants and agreements made
by each party hereto in this Agreement shall survive the Closing until the applicable statute of limitations, or in accordance with their
respective terms.


  


(f)            This
Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 7 above) except by an instrument
in writing, signed by each of the parties hereto. No failure or delay of either party in exercising any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the parties and third party beneficiaries hereunder are cumulative and are not exclusive
of any rights or remedies that they would otherwise have hereunder.


 






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(g)           The
Transaction Documents (including the exhibits and schedules thereto) constitutes the entire agreement, and supersedes all other prior
agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter
thereof except, with respect to each Investor, any non-disclosure or confidentiality or similar agreement between Lilium and such Investor.
Except as set forth in Section 6(d), Section 9(c) and Section 9(d) hereof with respect to the persons referenced
therein, the Transaction Documents shall not confer any rights or remedies upon any person other than the parties hereto, and their respective
successor and assigns.


 


(h)           Except
as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and
acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors,
legal representatives and permitted assigns.


 


(i)            If
any provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby
and shall continue in full force and effect.


 


(j)            This
Agreement may be executed in one or more counterparts (including by electronic mail or in .pdf) 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.


 


(k)           The
headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of
the provisions hereof.


 


(l)            The
parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement, without posting a bond or undertaking and without proof of damages,
to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is
entitled at law, in equity, in contract, in tort or otherwise. The parties acknowledge and agree that this Section 9(l) is an
integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Agreement.


  


(m)          THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
AND THE SUPREME COURT OF THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THE TRANSACTION
DOCUMENTS AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED THEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION,
SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT
OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT
THE TRANSACTION DOCUMENTS OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE
THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT.
THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH
DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN
SECTION 12 OF THIS AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE.


 






    	 	-23-	 



     


    

 


(n)           EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
THEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH
PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY; AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9(n).


 


10.           Non-Reliance
and Exculpation. Each Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or
warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its affiliates or any control
persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations
and warranties of Lilium expressly contained in Section 4, Section 8(a) and Section 11 of this Agreement, in making
its investment or decision to invest in Lilium. Each Investor acknowledges and agrees that none of (i) any other Investor pursuant
to the Transaction Documents or any other Agreement related to the private placement of the Securities (including such Investor’s
respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing),
(ii) the Placement Agent, its affiliates or any control persons, officers, directors, employees, partners, agents or representatives
of any of the foregoing, or (iii) any affiliates, or any control persons, officers, directors, employees, partners, agents or representatives
of Lilium shall be liable to such Investor, or to any other Investor, pursuant to the Transaction Documents or any other agreement related
to the private placement of the Securities, the negotiation hereof or thereof or the subject matter hereof or thereof, or the transactions
contemplated hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with
the purchase of the Securities.


  


11.           Press
Releases. Lilium shall, on or prior to 9:00 a.m. New York City time, on the first business day following the Pricing Date, issue
one or more press releases or furnish or file with the SEC a current report on Form 6-K (collectively, the “Disclosure
Document”) disclosing, to the extent not previously publicly disclosed, the transactions contemplated hereby, all material
terms thereof and any other material, non-public information that Lilium has provided to any Investor at any time prior to the filing
of the Disclosure Document except, with respect to each Investor, for such material non-public information that has been provided pursuant
to and is the subject of a non-disclosure or confidentiality or similar agreement between such Investor and Lilium that remains in effect
as of the date hereof. Prior to the Disclosure Document, the parties shall keep the transactions contemplated hereby confidential, and
no party shall make any public announcement regarding the transactions contemplated hereby. From and after the disclosure of the Disclosure
Document, to the knowledge of Lilium, except as noted above, no Investor shall be in possession of any material, non-public information
received from Lilium or its officers, directors, employees or agents, and no Investor shall be subject to any confidentiality or similar
obligations under any current agreement, whether written or oral, relating to the transactions contemplated by this Agreement. All press
releases or other public communications relating to the transactions contemplated hereby between Lilium and the Investors, and the method
of the release for publication thereof, shall be subject to the prior written approval of (i) Lilium, and (ii) to the extent
such press release or public communication references any Investor or its affiliates or investment advisers by name, such Investor. The
restriction in this Section 11 shall not apply to any public announcement from and after the date of the Disclosure Document to the
extent the public announcement is required by applicable securities law, any governmental authority or stock exchange rule; provided,
that in such an event, the applicable party shall use its commercially reasonable efforts to consult with the other party in advance as
to its form, content and timing.


 






    	 	-24-	 



     


    

 


12.           Notices.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered
in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or (iv) when
delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply, such as an out-of-office
notification), addressed as follows:


 


If to an Investor, to the address provided on such Investor’s
signature page hereto.


 


If to Lilium, to:


 


Lilium N.V.


c/o Lilium Aviation Inc.


2385 N.W. Executive Center Drive, Suite 300


Boca Raton, Florida 33431


Attention: Roger Franks


Email: roger.franks@lilium.com



 


with copies (which shall not constitute notice), to:


 


Ropes & Gray LLP 


1211 Avenue of the Americas 


New York, NY 10036-8704 


Attention: Carl Marcellino 


Email: carl.marcellino@ropesgray.com


 


Freshfields Bruckhaus Deringer US LLP 


601 Lexington Avenue 


New York, NY 10022 


Attention: Valerie Ford Jacob 


Email: valerie.jacob@freshfields.com


 


or to such other address or addresses as the parties may from time
to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.


 






    	 	-25-	 



     


    

 


13.           For
the avoidance of doubt, all obligations of any Investor hereunder are separate and several from the obligations of any other Investor.
The decision of any Investor to purchase the Securities pursuant to this Agreement has been made by such Investor independently of any
other Investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets,
properties, liabilities, results of operations, condition (financial or otherwise) or prospects of Lilium or any of its Subsidiaries which
may have been made or given by any Other Investor or Investor or by any agent or employee of any other Investor, and none of the Investor
nor any of their respective agents or employees shall have any liability to any other Investor (or any other person) relating to or arising
from any such information, materials, statements or opinions. Nothing contained herein or in any other agreement (including the Other
Securities Purchase Agreements), and no action taken by any Investor or any Other Investors pursuant hereto, shall be deemed to constitute
any Investor and any other Investor as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that any Investor and any Other Investors are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement or the Other Securities Purchase Agreements. Each Investor acknowledges that no other Investor has acted
as agent for such Investor in connection with making its investment hereunder and no other Investor will be acting as agent of any other
Investor in connection with monitoring its investment in the Securities or enforcing its rights under this Agreement. Each Investor shall
be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and
it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.


 


[SIGNATURE PAGES FOLLOW]


 






    	 	-26-	 



     


    

 


In
Witness Whereof, Lilium N.V. has accepted this Agreement as of the date set forth below.


 


	 	LILIUM N.V.




 


	 	By: 	 
	 	 	   Name: 
	 	 	   Title:




 


Date: November       , 2022


 


[Signature Page to Securities Purchase Agreement]


 






     

     


    

 


IN WITNESS WHEREOF,
the Investor named below has executed or caused this Agreement to be executed by its duly authorized representative as of the date set
forth below.


 


	
    Name of Investor:

    [Name of Investor]
	 	
    State/Country of Formation or Domicile:

    [ ]




 


 


	By:	 	 	 
	Name:	 	 	 
	Title:	 	 	 



 


	
    Name in which Securities are to be registered (if different):

     

     
	 	Date: [●] , 2022
	EIN:	 	 
	 	 	 
	
    Business Address-Street:

     
	 	Mailing Address-Street (if different):
	
    City, State, Zip:

     
	 	City, State, Zip:



 


	
    Attn:
	 
	 	
    Attn:
	 




 


 


	
    Telephone No.:

    Facsimile No.:
	 	
    Telephone No.:

    Facsimile No.:



 


Aggregate Purchase Amount: $[•]


 


In respect of _______________________________,
for purposes of Section 9(a), affiliates shall mean any Person who directly or indirectly, through one or more intermediaries,
Controls, is Controlled by, or is under common Control with, such Investor, or in case of an investment fund, its investment manager and/or
advisor or an investment fund that is managed and/or advised by an entity that is under common Control with one of the foregoing whereby
 “Control” means, in relation to any Person, (i) direct, indirect or beneficial ownership of the majority of the voting
rights and/or capital interests in such Person, (ii) the power, directly or indirectly, to designate, nominate or remove more than
half of the members of the board of directors, management board, supervisory board or similar corporate body of such Person, and/or (iii) the
power, directly or indirectly, whether by contract or otherwise, to direct or cause the direction of the management, the affairs, the
policies and/or investment decisions of such Person and the terms “Controlled” and “Controlling” have meanings
correlative thereto and “Person” means an individual, partnership, corporation, limited liability company, joint stock company,
unincorporated organization or association, trust, joint venture, investment fund, foundation or other similar entity, whether or not
a legal entity.


 


[Signature Page to Securities Purchase Agreement]


 






     

     


    

 


EXHIBIT A


 


CLOSING SCHEDULE


 


	Investor	 	Number of

 Class A

 Ordinary 

Shares	 	Purchase 

Price Per 

Class A 

Ordinary 

Share	 	Number of Class

A Ordinary 

Shares

 Represented by

 Warrants	 	Aggregate

 Purchase Price 

for Class A

 Ordinary Shares
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 		
	Total	 	 	 	 	 	 	 	 



 


[Signature Page to Securities
Purchase Agreement]